UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2017~~2019

Commission File Number: 001-37752

CHROMADEX CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware		26-2940963
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
~~10005 Muirlands~~10900 Wilshire Blvd. Suite ~~G, Irvine,~~650, Los Angeles, California (Address of Principal Executive Offices)		~~92618~~90024 (Zip Code)

Registrant's telephone number, including area code: ~~(949) 419-0288~~(310) 388-6706

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes X No

Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, non-accelerated filer, smaller reporting company or emerging growth company. See definition of “large accelerated filer, accelerated filer, smaller reporting company and emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ____	Accelerated filer X
Non-accelerated filer ____	Smaller reporting company ~~____~~ X
~~(Do not check if smaller reporting company)~~	Emerging growth company ____

If an emerging growth company, indicate by checkmark 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ___ No X

As of ~~November 8, 2017~~August 6, 2019 there ~~were 48,187,298~~ were 55,718,418shares of the registrant’s common stock issued and outstanding.

~~CHROMADEX~~ CHROMADEX CORPORATION

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

PART I - –	FINANCIAL INFORMATION (UNAUDITED)
	ITEM 1. FINANCIAL ~~STATEMENTS:~~STATEMENTS (UNAUDITED):
	Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018	1
	~~Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016~~	1
	Condensed Consolidated Statements of Operations for the three months ended ~~September~~June 30, ~~2017~~2019 and ~~October 1, 2016~~June 30, 2018	2
	Condensed Consolidated Statements of Operations for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~October 1, 2016~~June 30, 2018	3
	Condensed Consolidated Statements of Stockholders Equity for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and June 30, 2018	4
	Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~October 1, 2016~~June 30, 2018	5 6
	Notes to Condensed Consolidated Financial Statements	6
	ITEM ~~2. MANAGEMENT'S~~2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20
	ITEM ~~3. QUANTITATIVE~~3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	28 29
	ITEM ~~4. CONTROLS~~4.CONTROLS AND PROCEDURES	28 30

PARTII - –	OTHER INFORMATION
	ITEM 1.LEGAL PROCEEDINGS	31
29	ITEM 1A.RISK FACTORS	31
	ITEM ~~1. LEGAL PROCEEDINGS~~	29
	~~ITEM 1A. RISK FACTORS~~	31
	~~ITEM 2. UNREGISTERED~~2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	47
	ITEM ~~3. DEFAULTS~~3.DEFAULTS UPON SENIOR SECURITIES	47
	ITEM ~~4. MINE~~4.MINE SAFETY DISCLOSURES	47
	ITEM ~~5. OTHER~~5.OTHER INFORMATION	47
	ITEM ~~6. EXHIBITS~~6.EXHIBITS	48
	SIGNATURES	49

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Table of Contents

~~PART~~PART I – FINANCIAL INFORMATION (UNAUDITED)

ITEM 1. FINANCIAL STATEMENTS(UNAUDITED)

ChromaDex Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

September 30, 2017 and December 31, 2016

Sep. 30, 2017

Dec. 31, 2016

Assets

Current Assets

Cash
$23,999,633
$1,642,429
Trade receivables, net of allowances of $0.5 million and $1.1 million, respectively;

   Receivables from Related Party: $1.5 million and $0, respectively
  4,919,768
  5,852,030
Inventories
  6,615,245
  7,912,630
Prepaid expenses and other assets
  724,388
  311,539
Current assets held for sale
  -
  18,315
Total current assets
  36,259,034
  15,736,943



Leasehold Improvements and Equipment, net
  2,690,527
  1,778,171
Deposits
  392,342
  377,532
Receivable held at escrow
  750,000
  -
Intangible assets, net
  1,709,609
  486,226
Longterm investment
  -
  20,318
Noncurrent assets held for sale
  -
  1,352,878



Total assets
$41,801,512
$19,752,068



Liabilities and Stockholders' Equity





Current Liabilities


Accounts payable
$4,346,700
$5,978,288
Accrued expenses
  2,129,583
  2,170,172
Current maturities of capital lease obligations
  190,892
  255,461
Customer deposits and other
  321,119
  389,010
Deferred rent, current
  120,894
  76,219
Due to officer
  100,000
  -
Total current liabilities
  7,209,188
  8,869,150



Capital lease obligations, less current maturities
  360,748
  343,589
Deferred rent, less current
  493,735
  380,205
Noncurrent liabilities held for sale
  -
  184,766



Total liabilities
  8,063,671
  9,777,710



Commitments and contingencies





Stockholders' Equity


Common stock, $.001 par value; authorized 150,000,000 shares;


   issued and outstanding September 30, 2017 47,650,252 shares and


   December 31, 2016 37,544,531 shares
  47,650
  37,545
Additional paid-in capital
  81,469,567
  55,160,387
Accumulated deficit
  (47,779,376)
  (45,223,574)
Total stockholders' equity
  33,737,841
  9,974,358



Total liabilities and stockholders' equity
$41,801,512
$19,752,068



See Notes to Consolidated Financial Statements.

ChromaDex Corporation and Subsidiaries

Condensed Consolidated Balance Sheets
June 30, 2019 and December 31, 2018
(In thousands, except per share data)

	Jun. 30, 2019	Dec. 31, 2018
Assets

Current Assets
Cash, including restricted cash of $0.2 million and $0.2 million, respectively	$19,760	$22,616
Trade receivables, net of allowances of $0.5 million and $0.5 million, respectively;
Receivables from Related Party: $1.6 million and $0.7 million, respectively	5,740	4,359
Contract assets	52	56
Receivable held at escrow, net of allowance of $0.2 million and $0.1 million, repectively	553	677
Inventories	10,714	8,249
Prepaid expenses and other assets	706	577
Total current assets	37,525	36,534

Leasehold Improvements and Equipment, net	3,737	3,585
Intangible Assets, net	1,434	1,547
Right of Use Assets	1,190	-
Other Long-term Assets	656	566

Total assets	$44,542	$42,232

Liabilities and Stockholders' Equity

Current Liabilities
Accounts payable	$9,323	$9,548
Accrued expenses	3,643	4,444
Convertible notes	9,987	-
Current maturities of operating lease obligations	662	-
Current maturities of finance lease obligations	303	173
Contract liabilities and customer deposits	293	275
Total current liabilities	24,211	14,440

Deferred Revenue	3,873	-
Operating Lease Obligations, Less Current Maturities	1,192	-
Finance Lease Obligations, Less Current Maturities	121	137
Deferred Rent	-	477

Total liabilities	29,397	15,054

Commitments and Contingencies

Stockholders' Equity
Common stock, $.001 par value; authorized 150,000 shares;
issued and outstanding June 30, 2019 55,384 shares and
December 31, 2018 55,089 shares	55	55
Additional paid-in capital	120,935	116,876
Accumulated deficit	(105,845)	(89,753)
Total stockholders' equity	15,145	27,178

Total liabilities and stockholders' equity	$44,542	$42,232

See Notes to Consolidated Financial Statements.

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Table of Contents

ChromaDex Corporation and Subsidiaries

Condensed Consolidated Statements of Operations

For the Three Month Periods Ended September 30, 2017 and October 1, 2016

Sep. 30, 2017

Oct. 1, 2016

Sales, net
$6,084,690
$3,937,286
Cost of sales
  3,169,321
  2,074,325



Gross profit
  2,915,369
  1,862,961



Operating expenses:


Sales and marketing
  1,103,157
  286,941
Research and development
  1,040,561
  772,799
General and administrative
  3,948,435
  1,727,383
Operating expenses
  6,092,153
  2,787,123



Operating loss
  (3,176,784)
  (924,162)



Nonoperating expense:


Interest expense, net
  (44,508)
  (2,260)
Nonoperating expenses
  (44,508)
  (2,260)



Loss from continuing operations
  (3,221,292)
  (926,422)



Loss before taxes from discontinued operations
  (108,899)
  (31,121)
Gain on sale of discontinued operations
  5,467,268
  -
Provision for taxes
  -
  3,153



Income (loss) from discontinued operations, net
  5,358,369
  (27,968)



Net income (loss)
$2,137,077
$(954,390)



Basic earnings (loss) per common share:


    Loss from continuing operations
$(0.07)
$(0.02)
    Earnings (loss) from discontinued operations
$0.12
$(0.01)



Basic earnings (loss) per common share
$0.05
$(0.03)



Diluted earnings (loss) per common share:


    Loss from continuing operations
$(0.07)
$(0.02)
    Earnings (loss) from discontinued operations
$0.11
$(0.01)



Diluted earnings (loss) per common share
$0.04
$(0.03)



Basic weighted average common shares outstanding
  47,065,009
  37,868,672



Diluted weighted average common shares outstanding
  47,556,697
  37,868,672



See Notes to Consolidated Financial Statements.

ChromaDex Corporation and Subsidiaries

Condensed Consolidated Statements of Operations
For the Three Month Periods Ended June 30, 2019 and June 30, 2018
(In thousands, except per share data)

	June 30, 2019	June 30, 2018

Sales, net	$11,101	$7,803
Cost of sales	4,847	3,957

Gross profit	6,254	3,846

Operating expenses:
Sales and marketing	4,308	3,773
Research and development	1,069	1,414
General and administrative	7,932	6,596
Other	125	-
Operating expenses	13,434	11,783

Operating loss	(7,180)	(7,937)

Nonoperating income (expense):
Interest expense, net	(575)	(48)
Other	-	(65)
Nonoperating income (expense):	(575)	(113)

Net loss	$(7,755)	$(8,050)

Basic and diluted loss per common share	$(0.14)	$(0.15)

Basic and diluted weighted average common shares outstanding	55,539	54,892

See Notes to Consolidated Financial Statements.

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ChromaDex Corporation and Subsidiaries
ChromaDex Corporation and Subsidiaries

Condensed Consolidated Statements of Operations
For the Nine Month Periods Ended September 30, 2017 and October 1, 2016
For the Six Month Periods Ended June 30, 2019 and June 30, 2018
(In thousands, except per share data)

	Sep. 30, 2017	Oct. 1, 2016	June 30, 2019	June 30, 2018

Sales, net	$13,670,646	$17,211,865	$21,149	$14,370
Cost of sales	7,028,340	8,831,400	9,594	7,387

Gross profit	6,642,306	8,380,465	11,555	6,983

Operating expenses:
Sales and marketing	2,058,178	1,190,013	8,482	7,042
Research and development	2,554,713	1,988,597	2,237	2,853
General and administrative	8,882,821	5,935,139	16,263	13,424
Other	745,773	-	125	-
Operating expenses	14,241,485	9,113,749	27,107	23,319

Operating loss	(7,599,179)	(733,284)	(15,552)	(16,336)

Nonoperating expense:
Nonoperating income (expense):
Interest expense, net	(108,751)	(314,926)	(540)	(92)
Loss on debt extinguishment	-	(313,099)
Nonoperating expenses	(108,751)	(628,025)

Loss before income taxes	(7,707,930)	(1,361,309)
Provision for taxes	-	(3,500)

Loss from continuing operations	(7,707,930)	(1,364,809)

Income (loss) from discontinued operations	(315,140)	583,377
Gain on sale of discontinued operations	5,467,268	-

Income from discontinued operations, net	5,152,128	583,377
Other			-	(65)
Nonoperating income (expense):			(540)	(157)

Net loss	$(2,555,802)	$(781,432)	$(16,092)	$(16,493)

Basic and diluted earnings (loss) per common share:
Loss from continuing operations	$(0.18)	$(0.04)
Earnings from discontinued operations	$0.12	$0.02

Basic and diluted loss per common share	$(0.06)	$(0.02)	$(0.29)	$(0.30)

Basic and diluted weighted average common shares outstanding	42,405,616	37,090,916	55,433	54,875

See Notes to Consolidated Financial Statements.

See Notes to Consolidated Financial Statements.

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Table of Contents

~~ChromaDex Corporation and Subsidiaries~~
~~Condensed Consolidated Statement of Stockholders' Equity~~
~~For the Nine Month Period Ended September 30, 2017~~

ChromaDex Corporation and Subsidiaries
Condensed Consolidated Statement of Stockholders' Equity
For the Six Month Period Ended June 30, 2019
(In thousands)

					Total
	Common Stock		Additional	Accumulated	Stockholders'
	Shares	Amount	Paid-in Capital	Deficit	Equity

Balance, December 31, 2018	55,089	$55	$116,876	$(89,753)	$27,178

Exercise of stock options	65	-	107	-	107

Share-based compensation	167	-	2,029	-	2,029

Net loss	-	-	-	(8,337)	(8,337)

Balance, March 31, 2019	55,321	$55	$119,012	$(98,090)	$20,977

Exercise of stock options	63	-	164	-	164

Share-based compensation	-	-	1,759	-	1,759

Net loss	-	-	-	(7,755)	(7,755)

Balance, June 30, 2019	55,384	$55	$120,935	$(105,845)	$15,145

Total

Common Stock

Additional

Accumulated

Stockholders'

Shares

Amount

Paid-in 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






    Issuance of common stock,





       net of offering costs of $1,184,000
  7,649,968
  7,650
  18,698,634
  -
  18,706,284






Exercise of stock options
  1,875
  2
  5,342
  -
  5,344






Vested restricted stock
  2,000
  2
  (2)
  -
  -






Share-based compensation
  -
  -
  399,861
  -
  399,861






Net loss
  -
  -
  -
  (2,764,124)
  (2,764,124)






Balance, July 1, 2017
  45,571,891
$45,572
$75,590,304
$(49,916,453)
$25,719,423






    Issuance of common stock,





       net of offering costs of $103,000
  1,965,417
  1,965
  5,005,512
  -
  5,007,477






Exercise of stock options
  111,611
  112
  382,935
  -
  383,047






Vested restricted stock
  1,333
  1
  (1)
  -
  -






Share-based compensation
  -
  -
  490,817
  -
  490,817






Net income
  -
  -
  -
  2,137,077
  2,137,077






Balance, September 30, 2017
  47,650,252
$47,650
$81,469,567
$(47,779,376)
$33,737,841






See Notes to Consolidated Financial Statements.

See Notes to Consolidated Financial Statements.

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Table of Contents

ChromaDex Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the Nine Month Periods Ended September 30, 2017 and October 1, 2016

Sep. 30, 2017

Oct. 1, 2016

Cash Flows From Operating Activities

  Net loss
$(2,555,802)
$(781,432)
  Adjustments to reconcile net loss to net cash used in operating activities:


    Depreciation of leasehold improvements and equipment
  396,000
  234,408
    Amortization of intangibles
  148,005
  63,116
    Share-based compensation expense
  1,210,508
  930,026
    Allowance for doubtful trade receivables
  (547,811)
  235,591
    Gain from disposal of assets
  (5,467,268)
  -
    Loss from disposal of equipment
  4,649
  -
    Loss on debt extinguishment
  -
  313,099
    Non-cash financing costs
  89,481
  94,080
  Changes in operating assets and liabilities:


    Trade receivables
  1,491,529
  (4,296,439)
    Inventories
  1,358,299
  1,840,572
    Prepaid expenses and other assets
  (480,353)
  (230,667)
    Accounts payable
  (1,735,361)
  (2,125,180)
    Accrued expenses
  (43,796)
  406,797
    Customer deposits and other
  (61,071)
  5,613
    Deferred rent
  188,290
  182,634
    Due to officer
  (32,500)
  -
Net cash used in operating activities
  (6,037,201)
  (3,127,782)



Cash Flows From Investing Activities


  Proceeds from disposal of assets, net of transaction costs
  5,953,390
  -
  Purchases of leasehold improvements and equipment
  (872,215)
  (940,978)
  Purchases of intangible assets
  (183,958)
  (205,000)
Net cash provided by (used in) investing activities
  4,897,217
  (1,145,978)



Cash Flows From Financing Activities


  Proceeds from issuance of common stock, net of issuance costs
  23,713,762
  5,717,474
  Proceeds from exercise of stock options
  395,014
  716,612
  Payment of debt issuance costs
  (49,279)
  -
  Principal payment on loan payable
  -
  (5,000,000)
  Cash paid for debt extinguisment costs
  -
  (281,092)
  Principal payments on capital leases
  (562,309)
  (164,150)
Net cash provided by financing activities
  23,497,188
  988,844



Net increase (decrease) in cash
  22,357,204
  (3,284,916)



Cash Beginning of Period
  1,642,429
  5,549,672



Cash Ending of Period
$23,999,633
$2,264,756



Supplemental Disclosures of Cash Flow Information


  Cash payments for interest
$43,912
$251,231



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
$514,899
$-
  Receivable from disposal of assets held at escrow
$750,000
$-
  Inventory supplied to Healthspan Research LLC for equity interest, at cost
$-
$20,318
  Retirement of fully depreciated equipment - cost
$55,947
$28,083
  Retirement of fully depreciated equipment - accumulated depreciation
$(55,947)
$(28,083)



See Notes to Consolidated Financial Statements.

ChromaDex Corporation and Subsidiaries
Condensed Consolidated Statement of Stockholders' Equity
For the Six Month Period Ended June 30, 2018
(In thousands)

					Total
	Common Stock		Additional	Accumulated	Stockholders'
	Shares	Amount	Paid-in Capital	Deficit	Equity
Balance, December 30, 2017	54,697	$55	$110,380	$(56,601)	53,834

Adjustment to retained earnings:
cumulative effect of initially applying ASC 606	-	-	-	164	164

Exercise of stock options	57	-	255	-	255

Repurchase of common stock	(75)	-	(404)	-	(404)

Vested restricted stock	2	-	-	-	-

Share-based compensation	-	-	1,258	-	1,258

Net loss	-	-	-	(8,443)	(8,443)

Balance, March 31, 2018	54,681	$55	$111,489	$(64,880)	$46,664

Exercise of stock options	22	-	75	-	75

Share-based compensation	167	-	1,811	-	1,811

Net loss	-	-	-	(8,050)	(8,050)

Balance, June 30, 2018	54,870	$55	$113,375	$(72,930)	$40,500

See Notes to Consolidated Financial Statements.

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Table of Contents

ChromaDex Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows
For the Six Month Periods Ended June 30, 2019 and June 30, 2018
(In thousands)

	June 30, 2019	June 30, 2018

Cash Flows From Operating Activities
Net loss	$(16,092)	$(16,493)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of leasehold improvements and equipment	363	267
Amortization of intangibles	122	116
Amortization of right of use assets	279	-
Share-based compensation	3,788	3,069
Allowance for doubtful trade receivables	(8)	(127)
Loss from disposal of equipment	-	1
Amortization of covertible notes issuance costs	552	-
Non-cash financing costs	-	70
Other non-cash expense	-	65
Changes in operating assets and liabilities:
Trade receivables	(1,373)	335
Contract assets	4	(7)
Inventories	(2,465)	(730)
Prepaid expenses and other assets	50	(85)
Accounts payable	(224)	3,038
Accrued expenses	(671)	39
Deferred revenue	3,873	-
Customer deposits and other	18	(21)
Principal payments on operating leases	(285)	-
Deferred rent	-	26
Due to officer	-	(100)
Net cash used in operating activities	(12,069)	(10,537)

Cash Flows From Investing Activities
Purchases of leasehold improvements and equipment	(308)	(1,274)
Purchases of intangible assets	(10)	-
Investment in other long-term assets	(47)	-
Net cash used in investing activities	(365)	(1,274)

Cash Flows From Financing Activities
Proceeds from sale of convertible notes	10,000	-
Payment of convertible notes issuance costs	(565)	-
Payment of debt issuance costs	-	(19)
Proceeds from exercise of stock options	271	330
Repurchase of common stock	-	(404)
Principal payments on finance leases	(128)	(96)
Net cash provided by (used in) financing activities	9,578	(189)

Net decrease in cash	(2,856)	(12,000)

Cash Beginning of Period, including restricted cash of $0.2 million for 2019	22,616	45,389

Cash Ending of Period, including restricted cash $0.2 million for 2019	$19,760	$33,389

Supplemental Disclosures of Cash Flow Information
Cash payments for interest on finance leases	$17	$22

Supplemental Schedule of Noncash Operating Activity
Adjustment to retained earnings - cumulative effect of initially applying ASC 606	$-	$164
Financing lease obligation incurred for prepayment of licensing fees	$99	$-

Supplemental Schedule of Noncash Investing Activity
Financing lease obligation incurred for purchase of software	$143	$-
Operating lease obligation incurred for tenant improvement credit received	$64	$-

See Notes to Consolidated Financial Statements.

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Table of Contents

Note 1. ~~Interim~~Interim Financial Statements

The accompanying financial statements of ChromaDex Corporation and its wholly owned subsidiaries, ChromaDex, Inc., Healthspan Research, LLC, ChromaDex Analytics, Inc. and ~~ChromaPharma, Inc.~~ChromaDex Asia Limited (collectively referred to herein as “ChromaDex” or the “Company” or, in the first person as “we”, “us” and “our”) include all adjustments, consisting of normal recurring adjustments and accruals, that, in the opinion of the management of the Company, are necessary for a fair presentation of the Company’s financial position as of ~~September~~June 30, ~~2017~~2019 and results of operations and cash flows for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~October 1, 2016.~~June 30, 2018. These unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, ~~2016~~2018 appearing in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “Commission”) on March ~~16, 2017.~~7, 2019. Operating results for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 are not necessarily indicative of the results to be achieved for the full year ending on December ~~30, 2017.~~31, 2019. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

The balance sheet at December 31, ~~2016~~2018 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.

Note 2.Nature of Business and Liquidity

Nature of business: ~~The Company~~ChromaDex is a ~~natural products~~science-based integrated nutraceutical company ~~that discovers, acquires, develops and commercializes patented and proprietary ingredient technologies that address~~devoted to improving the dietary supplement, food, beverage, skin care and pharmaceutical markets. Through the Company's ingredients segment, the Company offers its branded ingredients such as NIAGEN®, nicotinamide riboside, and pTeroPure®, pterostilbene.

With the acquisition of Healthspan Research, LLC in March 2017, the Company established a consumer product segment, which offers finished bottled dietary supplement products that contain NIAGEN®. The Company also has a core standards and contract services segment, which focuses on natural product fine chemicals (known as “phytochemicals”) and regulatory consulting services. As a result of the Company’s relationshipsway people age. ChromaDex scientists partner with leading universities and research institutions worldwide to discover, develop and create products to deliver the ~~Company discovers~~full potential of nicotinamide adenine dinucleotide and ~~licenses early stage, intellectual property-backed~~its impact on human health. Its flagship ingredient, ~~technologies. The Company then utilizes its business~~NIAGEN® nicotinamide riboside, sold directly to ~~develop commercially viable proprietary ingredients. The Company’s proprietary ingredient portfolio~~consumers as TRU NIAGEN®, is backed with clinical and scientific research, as well as extensive intellectual property protection.

On September 5, 2017, the Company completed the sale of its operating assets (the "Lab Business Disposition") that were used with the Company's quality verification program testing and analytical chemistry business for food and food related products (the "Lab Business") to Covance Laboratories Inc. ("Covance"). With the Lab Business Disposition, the Company will focus on accelerating the expansion of nicotinamide riboside and its other proprietary ingredient technologies.

Liquidity: The ~~Company has incurred loss~~Company's net cash outflow from ~~continuing operations of~~operating activities was approximately ~~$7.7 million and net loss of approximately $2.6~~$12.1 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2017.~~2019. As of ~~September~~June 30, ~~2017,~~2019, cash and cash equivalents totaled approximately ~~$24.0~~$19.8 million.

In consideration for the sale of the Lab Business, the Company received net proceeds of approximately $6.0 million, net of transaction costs from Covance. Additional cash consideration of $0.8 million is held in escrow to satisfy any indemnification claims by Covance.

Subsequent to the period ended September 30, 2017, the Company entered into a securities purchase agreement under which it agreed to sell approximately $23.0 million of its common stock in a private placement, in return for which the purchaser will receive. The Company agreed to sell approximately 5.6 million shares at a per share price of $4.10. The private placement is expected to close on or about November 17, 2017, subject to the satisfaction of customary closing conditions.

~~- 6 -~~

~~While we anticipate~~anticipates that ~~our~~its current cash, cash equivalents and cash to be generated from operations ~~and cash to be received from the private placement described above~~ will be sufficient to meet ~~our~~its projected operating plans ~~into 2019, we~~through at least the next twelve months from the issuance date of this report. The Company may, ~~require~~however, seek additional ~~funds, either through additional equity~~ capital within the next twelve months, both to meet its projected operating plans within the next twelve months and/or ~~debt financings or collaborative agreements or from other sources. We have no commitments~~ to obtain such additional financing, and we may not be able to obtain any such additional financing on terms favorable to us, or at all. If adequate financing is not available, the Company will further delay, postpone or terminate product and service expansion and curtail certain selling, general and administrative operations. The inability to raise additional financing may have a material adverse effect on the future performance of the Company.fund its longer-term strategic objectives

Note 3.Significant Accounting Policies

Basis of presentation: The financial statements and accompanying notes have been prepared on a consolidated basis and reflect the consolidated financial position of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated from these financial statements. In January 2019, the Company began its operations under its wholly owned subsidiary ChromaDex Asia Limited and began consolidating its operations into its financial statements. ChromaDex Asia Limited is based in Hong Kong and the Company plans to expand its operations in Asia through this subsidiary. The Company’s fiscal year ends on ~~the Saturday closest to~~ December 31, and the Company's normal fiscal quarters end on the Saturday 13 weeks after the last fiscal year end or fiscal quarter end. Every fifth or sixth fiscal year, the inclusion of an extra week occurs due to the Company’s floating year-end date. The fiscal year 2016 ended on December 31, 2016 consisted of normal 52 weeks. The fiscal year 2017 ending on December 30, 2017 will also include the normal 52 weeks.31.

~~Adopted Accounting Pronouncements Fiscal 2017~~Recently adopted accounting standards: ~~In January 2017,~~Effective the ~~Financial Accounting Standards Board (“FASB”) issued~~first day of our fiscal year 2019, the Company adopted Accounting Standards Update ~~(“ASU”)~~ No. ~~2017-01, Business Combinations~~2016-02, Leases (Topic ~~805)~~842). ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The Company adopted ASU 2016-02 applying the modified retrospective approach. For leases with a term of 12 months or less, the Company made an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. The Company’s leased assets and corresponding liabilities exclude non-lease components.

Within the opening balances for the fiscal year beginning January 1, 2019, the Company recognized right of use assets of approximately $1.5 million and corresponding operating lease obligations liabilities of approximately $2.1 million which includes approximately $0.6 million deferred rent liability the Company previously recognized as of December 31, 2018. The Company determines if an arrangement is a lease at inception and classifies it as finance or operating. Leased assets and corresponding liabilities are recognized based on the present value of the lease payments over the lease term utilizing an estimated borrowing rate for a secured loan with a maturity corresponding to the remaining lease term. Leases primarily consist of real property and laboratory equipment.

Effective the first day of our fiscal year 2019, the Company adopted Accounting Standards Update No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480);Derivatives and Hedging (Topic 815): ~~Clarifying~~(Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the ~~Definition~~Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a ~~Business. The~~Scope Exception. Among others, Part I of ASU ~~2017-01 clarifies~~2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the ~~definition of~~entity’s own stock. As a ~~business~~result, financial instruments (or embedded conversion features) with ~~the objective of adding guidance~~down round features may no longer be required to ~~assist companies and other reporting organizations with evaluating whether transactions should~~ be accounted for as ~~acquisitions~~derivative liabilities. A company recognizes the value of ~~assets or businesses. The Company early adopted~~a down round feature only when it is triggered and the amendments in this ASU effective as of January 1, 2017. On March 12, 2017, the Company acquired all of the outstanding equity interests of Healthspan Research, LLC ("Healthspan") pursuant to a Membership Interest Purchase Agreement by and among (i) Robert Fried, Jeffrey Allen and Dr. Charles Brenner (the “Sellers”) and (ii) ChromaDex Corporation. Under ASU 2017-01, this transaction was treated as an acquisition of assets, rather than a business. For details on the acquisition of Healthspan, please refer to ~~Note 5. Related Party Transactions~~ ~~appearing later on this report.~~

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting to simplify the accounting for stock compensation. It focuses on income tax accounting, award classification, estimating forfeitures, and cash flow presentation. The Company adopted the amendments in this ASU effective as of January 1, 2017. The adoption of ASU 2016-09 did not have a material effect on our consolidated financial statements.

In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330) - Simplifying the Measurement of Inventory, which requires that inventories, other than those accounted for under Last-In-First-Out, will be reported at the lower of cost or net realizable value. Net realizable value is the estimated sellingstrike price less costs of completion, disposal and transportation. The Company adopted the amendments in this ASU effective as of January 1, 2017. The adoption of ASU 2015-11 did not have a material effect on our consolidated financial statements.has been adjusted downward.

~~- 7 -~~-7-

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~~Recent accounting standards~~: In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09), to supersede nearly all existing revenue recognition guidance under U.S. Generally Accepted Accounting Principles ("GAAP"). The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for us in our first quarter of fiscal 2018 using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU 2014-09. We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements.

Note 4.Earnings Per Share Applicable to Common Stockholders

The following table sets forth the computations of earnings per share amounts applicable to common stockholders for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~October 1, 2016:~~June 30, 2018:

Three Months Ended

Nine Months Ended

Sep. 30, 2017

Oct. 1, 2016

Sep. 30, 2017

Oct. 1, 2016

Net income (loss)
$2,137,077
$(954,390)
$(2,555,802)
$(781,432)





Basic weighted average common shares outstanding (1):
  47,065,009
  37,868,672
  42,405,616
  37,090,916





Basic earnings (loss) per common share
$0.05
$(0.03)
$(0.06)
$(0.02)





Dilutive effect of stock options, net
  473,736
  -
  -
  -
Dilutive effect of warrants, net
  17,952
  -
  -
  -





Diluted weighted average common shares outstanding :
  47,556,697
  37,868,672
  42,405,616
  37,090,916





Diluted earnings (loss) per common share
$0.04
$(0.03)
$(0.06)
$(0.02)





Potentially dilutive securities, total (2):




  Stock options
  5,448,552
  5,217,508
  5,922,288
  5,217,508
  Warrants
  452,492
  487,111
  470,444
  487,111

	Three Months Ended		Six Months Ended
(In thousands, except per share data)	June 30, 2019	June 30, 2018	June 30, 2019	June 30, 2018

Net loss	$(7,755)	$(8,050)	$(16,092)	$(16,493)

Basic and diluted loss per common share	$(0.14)	$(0.15)	$(0.29)	$(0.30)

Basic and diluted weighted average common shares outstanding (1):	55,539	54,892	55,433	54,875

Potentially dilutive securities (2):
Stock options	10,174	8,559	10,174	8,559
Warrants	140	470	140	470
Convertible notes	2,192	-	2,192	-

(1)

Includes approximately ~~0.5~~0.2 million ~~weighted average~~and 0.2 million nonvested ~~shares of~~ restricted stock for the ~~three and nine month~~ periods ending ~~September~~June 30, ~~2017,~~2019 and June 30, 2018, respectively, ~~and approximately 0.4 million weighted average nonvested shares or restricted stock forthe three and nine month periods ending October 1, 2016, respectively. These shares~~which are participating securities that featurevoting and dividend rights.

(2)

Excluded from the computation of ~~diluted earnings (loss)~~loss per share as their impact is antidilutive.

~~- 8 -~~

Note 5.Related Party Transactions

~~Asset acquisition~~

On March 12, 2017, the Company acquired all of the outstanding equity interests of Healthspan from Robert Fried, Jeffrey Allen and Dr. Charles Brenner (the "Sellers"). Robert Fried is a member of the Board of Directors ("Board") of the Company, a position he has held since July 2015.

Upon the closing of, and as consideration for, the acquisition, the Company issued an aggregate of 367,648 shares of the Company’s common stock to the Sellers. The fair value of these shares was approximately $1.0 million based on the closing price of $2.72 per share on March 12, 2017. Also on March 12, 2017, the Company appointed Robert Fried as President and Chief Strategy Officer, effective immediately. Mr. Fried continues to serve as a member of the Board, but resigned as a member of the Nominating and Corporate Governance Committee of the Board.

Healthspan was formed in August 2015 to offer and sell finished bottle products that contain NIAGEN® directly to consumers through internet-based selling platforms. NIAGEN® is the leading ingredient the Company currently sells. Prior to the acquisition, the Company has supplied certain amount of NIAGEN® to Healthspan as a raw material inventory in exchange for a 4% equity interest in Healthspan. An additional 5% equity interest was received for granting certain exclusive rights to resell NIAGEN®.

The Company acquired the consumer product business model that Healthspan has established. Included in the business model acquired is the know-how marketing to date, and the designs and procedures needed to operate a consumer product business. This transaction was accounted for as an acquisition of assets. An intangible asset of approximately $1.35 million was recorded as a result of this acquisition, which is the difference of consideration transferred and the net amount of assets acquired and liabilities assumed.

(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)




Consumer product business model, intangible asset (A) -(B)
$1,346,000

Net assets
$(148,000)

The acquired intangible asset is considered to have a useful life of 10 years as we believe the economic benefits from the acquisition will last at least 10 years. The expense is amortized using the straight-line method over the useful life and the Company recognized an amortization expense of approximately $75,000 for the nine months ended September 30, 2017.

In cancellation of a loan owed by Healthspan to Mr. Fried prior to the acquisition, the Company repaid $32,500 to Mr. Fried on March 13, 2017 and will also repay $100,000 on March 12, 2018. No interest is to be paid for the outstanding $100,000 due to Mr. Fried.

~~- 9 -~~

Sale of consumer products

During July 2017, the Company entered into an exclusivity agreement (the "Customer G Agreement") with Customer G, whereby the Company agreed to exclusively sell its TRU NIAGEN® dietary supplement product to Customer G in certain territories in Asia. During the three months ended September 30, 2017, the Company sold approximately $2.3 million of TRU NIAGEN® dietary supplement product pursuant to the Customer G Agreement. As of September 30, 2017, the trade receivable from Customer G was approximately $1.5 million.

	Net sales Three months ended Jun. 30, 2019	Net sales Six months ended Jun. 30, 2019	Net sales Three months ended Jun. 30, 2018	Net sales Six months ended Jun. 30, 2018	Trade receivable at Jun. 30, 2019	Trade receivable at Dec. 31, 2018
A.S. Watson Group	$1.9 million	$3.2 million	$0.3 million	$1.1 million	$1.6 million	$0.7 million
Horizon Ventures	-	-	-	$0.4 million	-	-
Total	$1.9million	$3.2 million	$0.3 million	$1.5 million	$1.6 million	$0.7 million

~~Li Ka Shing, who~~*A.S. Watson Group and Horizon Ventures are related parties through common ownership of an enterprise that beneficially owns more than 10% of the ~~Company's~~ common stock ~~beneficially owns approximately 30% of Entity A and Entity A beneficially owns approximately 75% of Customer G. In accordance with the Company's Related-Person Transactions Policy, the Audit Committee~~ of the ~~Company's Board of Directors ratified the partnership with Customer G.~~Company.

~~Note 6. Discontinued Operations~~

On September 5, 2017, the Company completed the sale of the Lab Business to Covance. In consideration of the Lab Business sale, the Company received $6.75 million from Covance and additional cash consideration of $0.8 million is currently held in escrow to satisfy any potential indemnification claims by Covance. Further, the Company is eligible to receive an additional earnout payment from Covance in an amount equal to up to $1.0 million, subject to certain escrow provisions.

The Company recorded a gain of approximately $5.5 million from the disposal. The contingent earnout consideration up to $1.0 million is tied to 2017 revenue of the Lab Business and the Company made an election to record the contingent consideration portion when the consideration is determined to be realizable and has not recorded any contingent consideration to date.

(A) Consideration received

(C) Carrying value of the Lab Business

Amount

Assets disposed

Carrying value

Cash payment
$6,750,000
Leasehold improvements and equipment, net
$1,427,000
Cash payment held in escrow (1)
  750,000
Prepaid expenses
  11,000
Additional earnout payment
  -
Deposits
  20,000

$7,500,000




Liabilities disposed

(B) Selling costs

Deferred revenue
  (7,000)


Deferred rent
  (215,000)

  Amount


Legal
$428,000


Financial consulting
  250,000


Other
  118,000



$796,000
Net assets
$1,236,000




Gain from disposal (A) - (B) - (C)
$5,468,000

~~(1) $750,000 is expected to be held in escrow until March 2019 to satisfy any indemnification claims.~~

~~The sale of the Lab Business qualifies as a discontinued operation as the sale represents a strategic shift that has (or will have) a major effect on operations and financial results.~~

~~- 10 -~~-8-

~~The results~~Table of ~~operations from the discontinued operations for the three and nine months ended September 30, 2017 and October 1, 2016 are as follows:~~Contents

Three Months Ended

Nine Months Ended

Sep. 30, 2017

Oct. 1, 2016

Sep. 30, 2017

Oct. 1, 2016

Sales
$650,610
$1,070,164
$2,820,631
$3,957,109
Cost of sales
  597,291
  890,655
  2,478,827
  2,716,238





Gross profit
  53,319
  179,509
  341,804
  1,240,871





Operating expenses:




Sales and marketing
  112,694
  161,044
  482,134
  500,725
General and administrative
  43,838
  41,019
  150,171
  128,381
Operating expenses
  156,532
  202,063
  632,305
  629,106





Operating income (loss)
  (103,213)
  (22,554)
  (290,501)
  611,765





Nonoperating income (expense):




Interest expense, net
  (5,686)
  (8,567)
  (24,639)
  (28,388)
Nonoperating expenses
  (5,686)
  (8,567)
  (24,639)
  (28,388)





Loss before taxes from discontinued operations
  (108,899)
  (31,121)
  (315,140)
  583,377
Provision for taxes
  -
  3,153
  -
  -





Income (loss) from discontinued operations
$(108,899)
$(27,968)
$(315,140)
$583,377

~~The assets and liabilities that are classified as held for sale as of December 31, 2016 are as follows:~~

	~~Dec. 31, 2016~~
~~Current assets held for sale~~
~~Prepaid expenses~~	$~~18,135~~

~~Leasehold Improvements and Equipment, net~~	~~1,333,203~~
~~Deposits~~	~~19,675~~

~~Total assets held for sale~~	~~1,371,013~~

~~Deferred rent~~	~~184,766~~

~~Total liabilities held for sale~~	$~~184,766~~

~~Depreciation, capital expenditures and significant noncash investing activities of the discontinued operations for the nine months ended September 30, 2017 and October 1, 2016 are as follows:~~

Nine Months Ended September 30, 2017 and October 1, 2016

Sep. 30, 2017

Oct. 1, 2016

Depreciation
$169,250
$192,381
Purchase of leasehod improvements and equipment
$111,232
$250,420



Noncash investing activity


  Retirement of fully depreciated equipment - cost
$55,947
$13,330
  Retirement of fully depreciated equipment - accumulated depreciation
$(55,947)
$(13,330)

~~- 11 -~~

Note ~~7. Trade Receivables Allowances~~

~~The allowance amounts for the periods ended September 30, 2017 and December 31, 2016 are as follows:~~

Sep. 30, 2017

Dec. 31, 2016

Allowances related to

     Customer C
$500,000
$800,000
     Customer E
  -
  198,000
Other allowances
  33,000
  83,000

$533,000
$1,081,000

~~Note 8.~~ 6.Inventories

The amounts of major classes of inventory as of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016~~2018 are as follows:

	Sep. 30, 2017	Dec. 31, 2016
(In thousands)			Jun. 30, 2019	Dec. 31, 2018
Bulk ingredients	$4,830,000	$7,044,000	$5,257	$2,385
Reference standards	1,067,000	1,033,000	806	848
Dietary supplement - finished bottles	9,000	-
Dietary supplement - work-in-process	875,000	-
Consumer Products - Finished Goods			2,597	2,450
Consumer Products - Work in Process			2,558	2,794
	6,781,000	8,077,000	11,218	8,477
Less valuation allowance	(166,000)	(164,000)	(504)	(228)
	$6,615,000	$7,913,000	$10,714	$8,249

Note 7.Convertible Notes

On May 17, 2019, the Company closed a financing transaction and issued convertible promissory notes (the “Notes”) in the aggregate principal amount of $10.0 million to Winsave Resources Limited and Pioneer Step Holdings Limited. The maturity date of the Notes was originally July 1, 2019 and was subsequently extended to August 15, 2019. The Notes accrue interest at a rate of 5.0% per annum. On the maturity date, the Notes will automatically convert into the shares of the Company’s common stock (the “Common Stock”) at a price per share equal to the lesser of (i) $4.59, or (ii) if one or more Common Stock financings occur on or prior to the Maturity Date, the lowest price per share at which the shares of Common Stock are issued in all such financings.

Summary of Convertible Notes

Description	Conversion Price *	Extended Maturity Date	Original Maturity Date	Interest Rate	Amount (In thousands)
Principal	$4.59	August 15, 2019	July 1, 2019	5%	$10,000
Debt Discount, at issuance on May 17, 2019	-	-	-	48%	(565)
Debt Discount, amortized through June 30, 2019					552
Carrying Value at June 30, 2019					$9,987

* The conversion price has a down round feature, subject to modification upon subsequent finacings prior to the maturity date.

Down Round Feature

The Notes had adjustments which meet the definition of a down round feature per ASU 2017-11. The conversion price per share will be adjusted downward from $4.59 if the Company enters into Common Stock financings with an issuance price per share lower than $4.59 on or prior to the Maturity Date. As allowed under ASU 2017-11, the Company excluded such down round feature when determining whether the instrument is indexed to the entity’s own stock and did not bifurcate the down round feature from the loan host. The Company will recognize the value of the down round feature when it is triggered and the conversion price is adjusted downward.

-9-

Table of Contents

Debt Modification

On June 30, 2019, the Company and the Purchasers entered into an Omnibus Amendment to the Purchase Agreement and the Notes to (i) remove the restriction on the Company issuing Common Stock during the Restricted Period (as defined in the Purchase Agreement) and (ii) amend the Notes to extend the Maturity Date 45 days from July 1, 2019 to August 15, 2019. The amendment to extend the Maturity Date for another 45 days to August 15, 2019 was recognized as a modification of the Notes.

Debt Issuance Costs and Interest Expense

In connection with the issuance of the Notes, the Company incurred issuance costs of approximately $0.6 million. The issuance costs were recorded as a debt discount and have been netted in presenting the carrying value of the Notes. The debt discount is amortized as interest expense using the effective interest method over the original term of 45 days and the Company recorded approximately $0.6 million in amortization of debt discount during the three months ended June 30, 2019. The unamortized debt discount amount was approximately $13,000 at June 30, 2019.

In addition, the Company recorded accrued interest of approximately $60,000 at a rate of 5.0% per annum during the three months ended June 30, 2019 pursuant to the terms of the Notes.

Note 8.Deferred Revenue

In December 2018, we entered into a supply agreement with Nestec Ltd. (“Nestlé”), pursuant to which Nestlé is our exclusive customer for NIAGEN® for human use in the (i) medical nutritional and (ii) functional food and beverage categories in certain territories. As consideration for the rights granted to Nestlé, we received an upfront fee of $4 million in January 2019. We determined that the $4 million upfront fee is treated as advance payment for future goods or services and to utilize the output method to recognize the upfront fee as revenue as the product is delivered to Nestlé. In utilizing the output method, the Company estimated total delivery volume to Nestlé over the course of the supply agreement. For the three and six months ended June 30, 2019, the Company recognized approximately $90,000 and $127,000 in revenue related to the $4 million upfront fee received. The remaining balance, $3,873,000 is recorded as deferred revenue.

Note 9. ~~Employee~~ Leases

Operating Leases

As of June 30, 2019, the Company had operating lease assets in right of use assets of approximately $1.2 million and corresponding operating lease liabilities of approximately $1.9 million. For the three and six months ended June 30, 2019, following were expenses incurred in connection with our operating leases:

	For the Three Months Ended June 30, 2019	For the Six Months Ended June 30, 2019
(In thousands)
Operating leases
Operating lease expense	$180	$360
Variable lease expense	66	121
Operating lease expense	246	481
Short-term lease rent expense	1	3
Total expense	$247	$484

	At June 30, 2019
Weighted-average remaining lease term (years) – operating leases	2.0
Weighted-average discount rate – operating leases	8.0%

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Minimum future lease payments under operating leases as of June 30, 2019 are as follows:

(In thousands)
Six months ending December 31, 2019	$419
Year Ending December 31, 2020	736
Year Ending December 31, 2021	629
Year Ending December 31, 2022	138
Year Ending December 31, 2023	143
Thereafter	25
Total	2,090
Less present value discount	237
Operating lease liabilities	1,854
Less current portion	662
Long-term obligations under operating leases	$1,192

Finance Leases

As of June 30, 2019, the Company had finance lease assets in equipment assets of approximately $0.7 million and corresponding finance lease liabilities of approximately $0.4 million. For the three and six months ended June 30, 2019 and June 30, 2018, following were expenses incurred in connection with our finance leases:

	For the Three Months Ended June 30, 2019	For the Three Months Ended June 30, 2018	For the Six Months Ended June 30, 2019	For the Six Months Ended June 30, 2018
(In thousands)
Finance leases
Amortization of equipment assets	$15	$22	$37	$43
Interest on lease liabilities	10	10	17	22
Total expenses	$25	$32	$54	$65

	At June 30, 2019
Weighted-average remaining lease term (years) – finance leases	1.3
Weighted-average discount rate – finance leases	9.0%

Minimum future lease payments under finance leases as of June 30, 2019 are as follows:

(In thousands)
Six months ending December 31, 2019	$164
Year Ending December 31, 2020	272
Year Ending December 31, 2021	18
Total	454
Less present value discount	30
Finance lease liabilities	424
Less current portion	303
Long-term obligations under finance leases	$121

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Table of Contents

Note 10.Contract Assets and Contract Liabilities

Our contract assets consist of unbilled amounts typically resulting from sales under contracts when the cost-to-cost method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer. Our contract liabilities consist of advance payments and billings in excess of costs incurred and deferred revenue.

Net contract assets (liabilities) consisted of the following:

(In thousands)	Dec. 31, 2018	Reductions (1)	Additions (2)	Jun. 30, 2019
Contract Assets	$56	$(128)	$124	$52
Contract Liabilities - Open Projects (3)	101	(180)	217	138
Contract Liabilities - Other Customer Deposits (4)	174	(62)	43	155
Net Contract Assets (Liabilities)	$(219)	$114	$(136)	$(241)

(1) For contract assets, the amount represents amount billed to the customer. For contract liabilities, the amount represents reductions for revenue recognized.

(2) For contract assets, the amount represents revenue recognized during the period using the cost-to-cost method. For contract liabilities, the amount represents advance payments received during the period.

(3) Contract liablities from ongoing consulting projects.

(4) Other customer deposts include payments received for orders not fulfilled and other advance payments.

In the three and six months ended June 30, 2019, we recognized revenue of approximately $61,000 and $119,000 related to our contract liabilities at the beginning of the fiscal year 2019.

Note 11.Share-Based Compensation

Stock Option Plans

On June 20, 2017, the stockholders of the Company approved the ChromaDex Corporation 2017 Equity Incentive Plan (the "2017 Plan"). The Company's Board of Directors amended the 2017 Plan in January 2018 and the stockholders of the Company approved an amendment to the 2017 plan on June 22, 2018. The 2017 Plan is ~~intended to be~~ the successor to the ChromaDex Corporation Second Amended and Restated 2007 Equity Incentive Plan (the "2007 Plan"). ~~Under~~As of June 30, 2019, under the 2017 Plan, the Company is authorized to issue stock options that total no more than the sum of (i) ~~3,000,000~~9,000,000 new shares, (ii) approximately 384,000 unallocated shares remaining available for the grant of new awards under the 2007 Plan, ~~and~~ (iii) any returning shares from the 2007 Plan or the 2017 Plan, such as forfeited, cancelled, or expired ~~shares.~~shares and (iv) 500,000 shares pursuant to an inducement award. The remaining number of shares available for issuance under the 2017 Plan totaled approximately 3.6 million shares at June 30, 2019.

~~- 12 -~~-12-

Table of Contents

Service Period Based Stock Options

The following table summarizes activity of service period based stock options ~~granted to employees~~ at ~~September~~June 30, ~~2017~~2019 and changes during the ~~nine~~six months then ~~ended:~~ended (in thousands except per share data and remaining contractual term):

		Weighted Average					Weighted Average
			Remaining		Aggregate			Remaining		Aggregate
	Number of	Exercise	Contractual	Fair	Intrinsic	Number of	Exercise	Contractual	Fair	Intrinsic
	Shares	Price	Term	Value		Shares	Price	Term (Years)	Value
Outstanding at Dec. 31, 2016	4,281,151	$3.52	6.36

Outstanding at Dec. 31, 2018						8,023	$3.75	7.1
Options Granted	773,334	2.93	10.00	$1.88		1,596	3.91	9.7	$2.40
Options Exercised	(114,813)	3.40			$104,000	(128)	2.12			$243
Options Forfeited						(380)	3.74
Options Expired	(3,334)	4.50				(4)	4.50
Options Forfeited	(41,358)	3.54
Outstanding at Sep. 30, 2017	4,894,980	$3.43	6.19		$4,786,803
Outstanding at Jun. 30, 2019						9,107	$3.80	7.1		$9,185*

Exercisable at Sep. 30, 2017	3,496,750	$3.45	5.06		$3,433,000

Exercisable at Jun. 30, 2019						5,382	$3.68	5.6		$6,058*

*The aggregate intrinsic values in the table above are based on the Company’s stock price of ~~$4.30,~~$4.65, which is the closing price of the Company’s stock on the last day of business for the period ended ~~September~~June 30, ~~2017.~~2019.

The fair value of the Company’s stock options was estimated at the date of grant using the Black-Scholes option pricing model. The table below outlines the weighted average assumptions for options granted ~~to employees~~ during the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2019.

~~Nine~~Six Months Ended ~~Sep.~~June 30, ~~2017~~2019
Expected term	~~5.8~~ 6 years
Expected volatility	7367%
Expected dividends	~~0.00~~0%
Risk-free rate	~~2.11~~2%

As of ~~September~~June 30, ~~2017,~~2019, there was approximately ~~$2.7~~$9.6 million of total unrecognized compensation expense related to non-vested share-based compensation arrangements granted under the plans for employee stock options. That cost is expected to be recognized over a weighted average period of ~~2.3~~2 years.

~~Employee~~ Performance Stock Award

On March 13, 2019, the Compensation Committee of the Board of Directors of the Company approved a grant of 166,666 shares of fully-vested restricted stock to Robert Fried, the Company's Chief Executive Officer. The shares were granted pursuant to his amended employment agreement, which provided for the restricted stock grant upon the achievement of certain performance goals. The expense for the awarded shares was approximately $0.7 million and was recognized during the first quarter of 2019.

Share-Based Compensation

~~The Company recognized~~Share-based compensation expense of approximately $0.4 million and $1.1 million in general and administrative expenses in the statement of operations for the three and nine months ended September 30, 2017, respectively, and approximately $0.3 million and $0.9 million for the three and nine months ended October 1, 2016, respectively.was as follows:

	Three months ending		Six months ending
(In thousands)	June 30, 2019	June 30, 2018	June 30, 2019	June 30, 2018
Share-based compensation expense
Cost of sales	$34	$24	$60	$44
Sales and marketing	144	73	263	130
Research and development	127	75	250	152
General and administrative	1,454	1,639	3,215	2,743

Total	$1,759	$1,811	$3,788	$3,069

~~- 13 -~~-13-

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~~Note 10. Stock Issuance~~

On April 26, 2017, the Company entered into a Securities Purchase Agreement (the "SPA") with certain purchasers named therein, pursuant to which the Company agreed to sell and issue up to $25.0 million of its common stock at a purchase price of $2.60 per share in three tranches of approximately $3.5 million, $16.4 million and $5.1 million, respectively. All three tranches closed during the nine months ended September 30, 2017, whereby approximately 9.6 million shares were issued for proceeds of $23.7 million, net of offering costs.

Subsequent to the period ended September 30, 2017, the Company entered into a securities purchase agreement for the sale of approximately $23.0 million of its common stock in a private placement, in return for which the purchaser will receive approximately 5.6 million shares at a per share price of $4.10. The private placement is expected to close on or about November 17, 2017, subject to the satisfaction of customary closing conditions.

Note ~~11.~~ 12.Business Segments

Since the year ended December 31, 2016, the Company has made operational changes to merge its scientific and regulatory consulting segment into core standards and contract services segment. Additionally, with the acquisition of Healthspan in March 2017, the Company began selling consumer products that contain the Company's branded NIAGEN® ingredient. The ~~Company made operational changes and began segregating its financial results for consumer products operations.~~

~~As a result, the~~ Company has the following three reportable ~~segments:~~segments for the three- and six-month periods ended June 30, 2019:

●

Consumer products segment: provides finished dietary supplement products that contain the Company's proprietary ingredients directly to consumers as well as to distributors.

●

Ingredients ~~segment~~segment: develops and commercializes proprietary-based ingredient technologies and supplies these ingredients ~~to consumers in finished products or~~ as raw materials to the manufacturers of consumer ~~products in various industries including the nutritional supplement, food and beverage and animal health industries.~~products.

●

~~Consumer products segment provides directly to consumers as well as to distributors finished dietary supplement products that contain the Company's proprietary ingredients.~~

●

~~Core~~Analytical reference standards and ~~contract~~ services ~~segment~~segment: includes (i) supply of phytochemical reference standards, (ii) scientific and regulatory consulting and (iii) other ~~R&D~~research and development services.

On September 5, 2017, the Company completed the sale of the Lab Business which was a part of the core standards and contract services segment. The discontinued operations related to the Lab Business are not included in following statement of operations for business segments.

The “Corporate and other” classification includes corporate items not allocated by the Company to each reportable segment. Further, there are no intersegment sales that require elimination. The Company evaluates performance and allocates resources based on reviewing gross margin by reportable segment.

Three months ended September 30, 2017	Ingredients	Consumer Products	Core Standards and Contract Services	Corporate
	segment			and other	Total
Three months ended						Consumer		Analytical Reference
June 30, 2019						Products	Ingredients	Standards and	Corporate
(In thousands)						segment		Services segment	and other	Total

Net sales	$2,459,905	$2,647,300	$977,485		$6,084,690	$8,744	$1,387	$970	$-	$11,101
Cost of sales	1,384,221	1,095,128	689,972	-	3,169,321	3,519	641	687	-	4,847

Gross profit	1,075,684	1,552,172	287,513	-	2,915,369	5,225	746	283	-	6,254

Operating expenses:
Sales and marketing	390,568	548,827	163,762	-	1,103,157	4,072	79	157	-	4,308
Research and development	558,677	481,884	-		1,040,561	875	194	-		1,069
General and administrative	-			3,948,435		-			7,932
Other						-			125
Operating expenses	949,245	1,030,711	163,762	3,948,435	6,092,153	4,947	273	157	8,057	13,434
	-
Operating income (loss)	$126,439	$521,461	$123,751	$(3,948,435)	$(3,176,784)	$278	$473	$126	$(8,057)	$(7,180)

Three months ended	Consumer		Analytical Reference
June 30, 2018	Products	Ingredients	Standards and	Corporate
(In thousands)	segment	segment	Services segment	and other	Total

Net sales	$3,732	$2,879	$1,192	$-	$7,803
Cost of sales	1,570	1,536	851	-	3,957

Gross profit	2,162	1,343	341	-	3,846

Operating expenses:
Sales and marketing	3,357	256	160	-	3,773
Research and development	848	566	-	-	1,414
General and administrative	-	-	-	6,596	6,596
Operating expenses	4,205	822	160	6,596	11,783

Operating income (loss)	$(2,043)	$521	$181	$(6,596)	$(7,937)

~~- 14 -~~-14-

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Three months ended October 1, 2016	Ingredients	Consumer Products	Core Standards and Contract Services	Corporate
	segment			and other	Total
Six months ended						Consumer		Analytical Reference
June 30, 2019						Products	Ingredients	Standards and	Corporate
(In thousands)						segment		Services segment	and other	Total

Net sales	$2,663,095	$-	$1,274,191	$-	$3,937,286	$16,198	$2,881	$2,070	$-	$21,149
Cost of sales	1,287,421	-	786,904	-	2,074,325	6,590	1,454	1,550	-	9,594

Gross profit	1,375,674	-	487,287	-	1,862,961	9,608	1,427	520	-	11,555

Operating expenses:
Sales and marketing	199,130	-	87,811	-	286,941	7,989	191	302	-	8,482
Research and development	760,299	-	12,500	-	772,799	1,844	393	-		2,237
General and administrative	-			1,727,383		-			16,263
Other						-			125
Operating expenses	959,429	-	100,311	1,727,383	2,787,123	9,833	584	302	16,388	27,107

Operating income (loss)	$416,245	$-	$386,976	$(1,727,383)	$(924,162)	$(225)	$843	$218	$(16,388)	$(15,552)

Nine months ended September 30, 2017	Ingredients	Consumer Products	Core Standards and Contract Services	Corporate
	segment			and other	Total
Six months ended						Consumer		Analytical Reference
June 30, 2018						Products	Ingredients	Standards and	Corporate
(In thousands)						segment		Services segment	and other	Total

Net sales	$7,393,389	$2,802,875	$3,474,382	$-	$13,670,646	$6,763	$5,247	$2,360	$-	$14,370
Cost of sales	3,615,097	1,135,864	2,277,379	-	7,028,340	2,678	3,033	1,676	-	7,387

Gross profit	3,778,292	1,667,011	1,197,003	-	6,642,306	4,085	2,214	684	-	6,983

Operating expenses:
Sales and marketing	959,761	738,647	359,770	-	2,058,178	6,084	572	386	-	7,042
Research and development	2,022,151	532,562	-		2,554,713	1,677	1,176	-		2,853
General and administrative	-			8,882,821		-			13,424
Other	745,773	-			745,773
Operating expenses	3,727,685	1,271,209	359,770	8,882,821	14,241,485	7,761	1,748	386	13,424	23,319

Operating income (loss)	$50,607	$395,802	$837,233	$(8,882,821)	$(7,599,179)	$(3,676)	$466	$298	$(13,424)	$(16,336)

Nine months ended
October 1, 2016

Ingredients

Consumer Products

Core standards and Contract
Services

Corporate

segment

segment

segment

and other

Total

Net sales
$13,505,470
$-
$3,706,395
$-
$17,211,865
Cost of sales
  6,420,972
  -
  2,410,428
  -
  8,831,400






Gross profit
  7,084,498
  -
  1,295,967
  -
  8,380,465






Operating expenses:





Sales and marketing
  930,573
  -
  259,440
  -
  1,190,013
Research and development
  1,961,097
  -
  27,500
  -
  1,988,597
General and administrative
  -
  -
  -
  5,935,139
  5,935,139
Operating expenses
  2,891,670
  -
  286,940
  5,935,139
  9,113,749






Operating income (loss)
$4,192,828
$-
$1,009,027
$(5,935,139)
$(733,284)

~~- 15 -~~-15-

Table of Contents


At June 30, 2019 (In thousands)	Consumer Products	Ingredients	Analytical Reference Standards and	Corporate
	segment	segment	Services segment	and other	Total

Total assets	$8,652	$8,107	$1,186	$26,597	$44,542

			Core Standards
At September 30, 2017	Ingredients	Consumer Products	and Contract Services	Corporate
At December 31, 2018 (In thousands)						ConsumerProducts	Ingredients	Analytical ReferenceStandards and	Corporate
	segment			and other	Total	segment		Services segment	and other	Total

Total assets	$9,761,568	$4,012,200	$2,589,857	$25,437,887	$41,801,512	$7,407	$5,412	$1,213	$28,200	$42,232

Disaggregation of revenue

We disaggregate our revenue from contracts with customers by type of goods or services for each of our segments, as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the tables below.

Three Months Ended June 30, 2019 (In thousands)	Consumer Products Segment	Ingredients Segment	Analytical Reference Standards and Services Segment	Total

TRU NIAGEN®, Consumer Product	$8,744	$-	$-	$8,744
NIAGEN® Ingredient	-	1,080	-	1,080
Subtotal NIAGEN Related	$8,744	$1,080	$-	$9,824

Other Ingredients	-	307	-	307
Reference Standards	-	-	717	717
Consulting and Other	-	-	253	253
Subtotal Other Goods and Services	$-	$307	$970	$1,277

Total Net Sales	$8,744	$1,387	$970	$11,101

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Table of Contents

Three Months Ended June 30, 2018 (In thousands)	Consumer Products Segment	Ingredients Segment	Analytical Reference Standards and Services Segment	Total

TRU NIAGEN®, Consumer Product	$3,732	$-	$-	$3,732
NIAGEN® Ingredient	-	1,934	-	1,934
Subtotal NIAGEN Related	$3,732	$1,934	$-	$5,666

Other Ingredients	-	945	-	945
Reference Standards	-	-	820	820
Consulting and Other	-	-	372	372
Subtotal Other Goods and Services	$-	$945	$1,192	$2,137

Total Net Sales	$3,732	$2,879	$1,192	$7,803

Six Months Ended June 30, 2019 (In thousands)	Consumer Products Segment	Ingredients Segment	Analytical Reference Standards and Services Segment	Total

TRU NIAGEN®, Consumer Product	$16,198	$-	$-	$16,198
NIAGEN® Ingredient	-	2,190	-	2,190
Subtotal NIAGEN Related	$16,198	$2,190	$-	$18,388

Other Ingredients	-	691	-	691
Reference Standards	-	-	1,547	1,547
Consulting and Other	-	-	523	523
Subtotal Other Goods and Services	$-	$691	$2,070	$2,761

Total Net Sales	$16,198	$2,881	$2,070	$21,149

Six Months Ended June 30, 2018 (In thousands)	Consumer Products Segment	Ingredients Segment	Analytical Reference Standards and Services Segment	Total

TRU NIAGEN®, Consumer Product	$6,763	$-	$-	$6,763
NIAGEN® Ingredient	-	3,197	-	3,197
Subtotal NIAGEN Related	$6,763	$3,197	$-	$9,960

Other Ingredients	-	2,050	-	2,050
Reference Standards	-	-	1,739	1,739
Consulting and Other	-	-	621	621
Subtotal Other Goods and Services	$-	$2,050	$2,360	$4,410

Total Net Sales	$6,763	$5,247	$2,360	$14,370

At December 31, 2016

Ingredients

Consumer Products

Core Standards and Contract Services

Corporate

segment

segment

segment

and other

Total

Total assets
$13,257,289
$-
$2,547,427
$3,947,352
$19,752,068

-17-

Table of Contents

Disclosure of major customers

Major customers who accounted for more than 10% of the Company’s total sales were as follows:

Three months ended

Nine months ended

Major Customers

Sep. 30, 2017

Oct. 1, 2016

Sep. 30, 2017

Oct. 1, 2016

Customer G - Related Party   37.8%   *   16.8%   *
Customer D   12.1%   12.3%   *   *
Customer C   *   *   *   24.5%





* Represents less than 10%.

	Three months ended		Six months ended
Major Customers	June 30, 2019	June 30, 2018	June 30, 2019	June 30, 2018

A.S. Watson Group - Related Party	17.2%	*	15.1%	*
Rejuvenation Therapeutics	*	12.3%	*	*
Life Extension	*	11.5%	*	11.4%

* Represents less than 10%.

Major ~~customers who accounted for~~accounts which had more than 10% of the Company’s total trade receivables were as follows:

Percentage of the Company's Total Trade Receivables

Major Customers

At September 30, 2017

At December 31, 2016

Customer C   45.4%   45.8%
Customer G - Related Party   30.3%   *
Customer D   *   10.2%



* Represents less than 10%.

	Percentage of the Company's Total Trade Receivables

Major Accounts	At June 30, 2019	At December 31, 2018

A.S. Watson Group - Related Party	27.2%	15.9%
Amazon Market Place	10.4%	*
Elysium Health (1)	38.9%	51.2%

~~- 16 -~~

(1) There is ongoing litigation with Elysium Health

Note ~~12.~~ 13.Commitments and Contingencies

Legal proceedings - Elysium Health, LLC

(A) California Action

On December 29, 2016, ChromaDex, Inc. filed a complaint ~~(the “Complaint”)~~ in the United States District Court for the Central District of California, naming Elysium Health, Inc.~~(together~~ (together with Elysium Health, LLC, “Elysium”) as defendant (the “Complaint”). On January 25, 2017, Elysium filed an answer and counterclaims in response to the Complaint (together with the Complaint, the “California Action”). Over the course of the California Action, the parties have each filed amended pleadings several times and have each engaged in several rounds of motions to dismiss and one round of motion for judgment on the pleadings with respect to various claims. Most recently, on November 27, 2018, ChromaDex, Inc. filed a fifth amended complaint that added an individual, Mark Morris, as a defendant. ~~Among~~Elysium and Morris (“the Defendants”) moved to dismiss on December 21, 2018. The court denied Defendants’ motion on February 4, 2019.

-18-

Table of Contents

Following the court’s February 4, 2019 order, the claims that ChromaDex, Inc. presently asserts in the California Action, among other allegations, ~~ChromaDex, Inc. alleged in the Complaint~~are that (i) Elysium breached the Supply Agreement, dated June 26, 2014, by and between ChromaDex, Inc. and Elysium (the “pTeroPure® Supply Agreement”), by failing to make payments to ChromaDex, Inc. for purchases of pTeroPure® and by improper disclosure of confidential ChromaDex, Inc. information pursuant to the pTeroPure® Supply Agreement, (ii) Elysium breached the Supply Agreement, dated February 3, 2014, by and between ChromaDex, Inc. and Elysium, as amended (the “NIAGEN® Supply Agreement”), by failing to make payments to ChromaDex, Inc. for purchases of NIAGEN® and by improper disclosure of confidential ChromaDex, Inc. information pursuant to the NIAGEN® Supply Agreement, (iii) ~~Elysium breached the Trademark License~~Defendants willfully and ~~Royalty Agreement, dated February 3, 2014, by and between~~maliciously misappropriated ChromaDex, Inc. trade secrets concerning its ingredient sales business under both the California Uniform Trade Secrets Act and ~~Elysium (the “License Agreement”),~~the Federal Defend Trade Secrets Act, (iv) Morris breached two confidentiality agreements he signed by ~~failing to make payments~~improperly stealing confidential ChromaDex, Inc. documents and information, (v) Morris breached his fiduciary duty to ChromaDex, Inc. by lying to and competing with ChromaDex, Inc. while still employed there, and (vi) Elysium aided and abetted Morris’s breach of fiduciary duty. ChromaDex, Inc. is seeking damages and interest for ~~royalties due pursuant to~~Elysium’s alleged breaches of the ~~License~~NIAGEN® Supply Agreement and ~~(iv) certain officers of Elysium made false promises and representations to induce ChromaDex, Inc. into providing large supplies of pTeroPure® and NIAGEN® to Elysium pursuant to the~~ pTeroPure® Supply Agreement and ~~NIAGEN® Supply Agreement.~~Morris’s alleged breaches of his confidentiality agreements, compensatory damages and interest, punitive damages, injunctive relief, and attorney’s fees for Defendants’ alleged willful and malicious misappropriation of ChromaDex, Inc. ~~is seeking~~’s trade secrets, and compensatory damages and interest, disgorgement of all benefits received, and punitive damages ~~money damages~~for Morris’s alleged breach of his fiduciary duty and ~~interest.~~Elysium’s aiding and abetting of that alleged breach. Defendants filed their answer to ChromaDex, Inc.'s fifth amended complaint on February 19, 2019.

~~On January 25, 2017, Elysium filed an answer and counterclaims (the “Counterclaim”) in response to the Complaint.~~ Among other allegations, the claims that Elysium presently alleges in the ~~Counterclaim~~California Action are that (i) ChromaDex, Inc. breached the NIAGEN® Supply Agreement by not issuing certain refunds or credits to Elysium, by not supplying NIAGEN® manufactured according to the defined standard, by distributing the NIAGEN® product specifications attached to the parties’ agreement to other customers, and ~~for violating certain confidential~~by failing to provide Elysium with information ~~provisions,~~concerning the quality and identity of NIAGEN® pursuant to the NIAGEN® Supply Agreement, (ii) ChromaDex, Inc. breached the implied covenant of good faith and fair dealing pursuant to the NIAGEN® Supply Agreement, (iii) ChromaDex, Inc. ~~breached certain confidential provisions of the pTeroPure® Supply Agreement, (iv) ChromaDex, Inc.~~ fraudulently induced Elysium into entering into the Trademark License and Royalty Agreement, dated February 3, 2014, by and between ChromaDex, Inc. and Elysium (the ~~“Fraud Claim”~~“License Agreement”), ~~(v)~~(iv) ChromaDex, Inc.’s conduct constitutes misuse of its patent rights, ~~(the “Patent Claim”)~~ and ~~(vi)~~(v) ChromaDex, Inc. ~~has engaged in unlawful or unfair competition under California state law (the “Unfair Competition Claim”).~~was unjustly enriched by the royalties Elysium paid pursuant to the License Agreement. Elysium is seeking damages for ChromaDex, Inc.’s alleged breaches of the NIAGEN® Supply Agreement and pTeroPure® Supply Agreement, and compensatory damages, punitive damages, and/or rescission of the License Agreement and restitution of any royalty payments conveyed by Elysium pursuant to the License Agreement, and a declaratory ~~judgement~~judgment that ChromaDex, Inc. has engaged in patent misuse.

~~On February 15, 2017,~~ ChromaDex, Inc. filed an amended complaint. In the amended complaint, ChromaDex, Inc. re-alleges the claims in the Complaint, and also alleges that Elysium willfully and maliciously misappropriated ChromaDex, Inc.’s trade secrets. On February 15, 2017, ChromaDex, Inc. also filed a motion to dismiss the Fraud Claim, the Patent Claim and the Unfair Competition Claim. On March 1, 2017, Elysium filed a motion to dismiss ChromaDex, Inc.'s fraud and trade secret misappropriation causes of action. On March 6, 2017, Elysium filed a first amended counterclaim. On March 20, 2017, ChromaDex, Inc. moved to dismiss Elysium's amended fraud, patent misuse and the Unfair Competition Claim. On May 10, 2017, the court ruled on the motions to dismiss, denying ChromaDex, Inc.’s motion asanswer to Elysium’s fraud and patent misuse claims and granting ChromaDex, Inc.’s motion with prejudice as to Elysium’s Unfair Competition Claim. With respect to Elysium’s motion, the court granted the motion with prejudice as to ChromaDex, Inc.’s fraud claim and granted with leave to amend the motion as to ChromaDex, Inc.’s trade secret misappropriation claims. On May 24, 2017, ChromaDex, Inc. answered the first amended counterclaim and asserted several affirmative defenses. Alsorestated counterclaims on May 24, 2017, ChromaDex, Inc. filed a second amended complaint, amending the trade secret misappropriation claims and addressing Elysium’s patent misuse counterclaim. On June 7, 2017, ChromaDex, Inc. filed a third amended complaint dismissing the trade secret misappropriation claims and asserting two breach of contract claims for Elysium’s failure to pay for the product delivered. On June 16, 2017, Elysium answered the third amended complaint. On August 14, 2017, ChromaDex, Inc. moved for judgment on the pleadings as to Elysium’s declaratory judgment of patent misuse counterclaim. On September 26, 2017, the court denied ChromaDex’s motion without prejudice and directed Elysium to file an amended counterclaim if it intended to maintain its declaratory judgment counterclaim. On October 11, 2017, Elysium filed a second amended counterclaim, re-alleging the claimsMarch 5, 2019. The parties are currently in the first amended counterclaim and adding a claim for unjust enrichment and restitution of the royalties Elysium paid to ChromaDex, Inc. pursuant to the License Agreement. On October 25, 2017, ChromaDex, Inc. filed a motion to dismiss the declaratory judgment of patent misuse and unjust enrichment claims and/or strike allegations in the unjust enrichment claim contained in the second amended counterclaim.discovery. The court has ~~not yet ruled~~scheduled a pretrial conference for September 18, 2019, and set a jury trial to begin on ~~the motion.~~October 15, 2019.

~~- 17 -~~

(B) Patent Office Proceedings

On July 17, 2017, Elysium filed petitions with the U.S. Patent and Trademark Office for inter partes review of U.S. ~~Patent No.~~Patents 8,197,807 (the “’807 Patent”) and 8,383,086 (the “’086 Patent”), patents to which ChromaDex, Inc. is the exclusive licensee. The Patent Trial and Appeal Board (“PTAB”) denied institution of the inter partes review for the ’807 Patent on January 18, 2018. On January 29, 2018, the PTAB granted institution of the inter partes review as to claims 1 and 3-5 and denied institution as to claim 2 of the ’086 Patent. Based upon a recent U.S. Supreme Court decision, and solely on a procedural basis, the PTAB was required to include claim 2 in the trial of the inter partes review. The matter was heard on October 2, 2018. The PTAB issued its written decision on January 16, 2019, upholding claim 2 of the ’086 Patent which relates to the use of isolated NR in a pharmaceutical composition as valid. Elysium is now prevented from raising invalidity arguments against the ’086 Patent in the ongoing patent litigation in Delaware that it brought or could have brought before the PTAB in its inter partes review. Elysium appealed the PTAB’s decision with respect to claim 2 on March 6, 2019. A cross-appeal with respect to claims 1 and 3–5 was filed on March 20, 2019. Elysium filed its opening brief on June 17, 2019. Dartmouth’s response and opening brief is currently due on August 28, 2019.

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On September 27, 2017, Elysium Health Inc. ("Elysium Health") filed a complaint in the United States District Court for the Southern District of New York, ~~naming~~against ChromaDex, Inc. ~~as defendant~~ (the ~~“SDNY~~“Elysium SDNY Complaint”). Elysium Health alleges in the Elysium SDNY Complaint that ChromaDex, Inc. made false and misleading statements in a citizen petition to the Food and Drug Administration it filed on or about August 18, 2017. Among other allegations, Elysium Health avers that the citizen petition ~~was filed with intent to injure Elysium’s position in the marketplace, that it falsely described Elysium’s product as dangerous, and that it misleadingly omitted material facts which~~ made ~~Elysium’s~~Elysium Health’s product appear dangerous, while casting ChromaDex, Inc.’s own ~~products~~product as safe. The Elysium SDNY Complaint asserts four claims for relief: (i) false advertising under the Lanham Act, 15 U.S.C. § 1125(a)~~(1)~~; (ii) trade libel; (iii) deceptive business practices under New York General Business Law § 349; and (iv) tortious interference with ~~business~~prospective economic relations. ChromaDex, Inc. ~~disputes~~denies the claims in the Elysium SDNY Complaint and intends to defend against them vigorously. On October ~~19,~~26, 2017, ChromaDex, Inc. ~~filed a motion~~moved to dismiss the ~~SDNY Complaint. In its motion, ChromaDex, Inc. argued that the~~Elysium SDNY Complaint ~~should be dismissed because~~on the grounds that, inter alia, its statements in the citizen petition are ~~immunized~~immune from ~~all of Elysium’s claims~~liability under the Noerr-Pennington Doctrine, the litigation privilege, and New York’s Anti-SLAPP statute, and ~~because~~that the Elysium SDNY Complaint failed to state a ~~claim under Federal Rule of Civil Procedure 12(b)(6).~~claim. Elysium ~~filed its opposition papers~~Health opposed the motion on November 2, 2017. ChromaDex, Inc.’s filed its reply ~~if any, is due~~ on November 9, 2017.

On October 26, 2017, ChromaDex, Inc. filed a complaint in the United States District Court for the Southern District of New York ~~naming~~against Elysium ~~as defendant~~Health (the “ChromaDex SDNY Complaint”). ChromaDex, Inc. alleges ~~in the ChromaDex SDNY Complaint~~ that Elysium Health made material false and misleading statements to consumers in the promotion, marketing, and sale of its health supplement product, Basis, ~~by deceiving consumers into erroneously believing: (1) the product is “safe”~~ and “pure” when its current Basis product has not been sufficiently tested to support those claims; (2) the product has been approved or otherwise endorsed by the Food and Drug Administration; and (3) the product has been approved or endorsed by prominent scientists and prestigious academic institutions, among other allegations. The ChromaDex SDNY Complaint asserts five claims for relief: (i) false advertising under the Lanham Act, 15 U.S.C. §1125(a); (ii) unfair competition under 15 U.S.C. § ~~1225(a)~~1125(a); (iii) deceptive ~~business~~ practices under New York General Business Law § 349; (iv) deceptive ~~business~~ practices under New York General Business Law § 350; and (v) tortious interference with prospective economic advantage. On November 16, 2017, Elysium ~~has indicated that it intends on moving~~Health moved to dismiss for failure to state a claim. ChromaDex, Inc. opposed the ~~ChromaDex SDNY Complaint.~~ motion on November 30, 2017 and Elysium Health filed a reply on December 7, 2017.

On November 3, 2017, the Court consolidated the Elysium SDNY Complaint and the ChromaDex SDNY Complaint actions under the caption In re Elysium Health-ChromaDex Litigation, 17-cv-7394, and stayed discovery in ~~both actions~~the consolidated action pending a Court-ordered mediation. The mediation was unsuccessful. On September 27, 2018, the Court ~~ordered mediation. Briefing~~issued a combined ruling on ~~the~~both parties’ motions to dismiss. For ChromaDex’s motion to dismiss, the Court converted the part of the motion on the issue of whether the citizen petition is immune under the Noerr-Pennington Doctrine into a motion for summary judgment, and requested supplemental evidence from both parties, which were submitted on October 29, 2018. The Court otherwise denied the motion to dismiss. On January 3, 2019, the Court granted ChromaDex, Inc.’s motion for summary judgment under the Noerr-Pennington Doctrine and dismissed all claims in the Elysium SDNY ~~Complaint~~Complaint. Elysium moved for reconsideration on January 17, 2019. The Court denied Elysium’s motion for reconsideration on February 6, 2019, and ~~the expected~~issued an amended final order granting ChromaDex, Inc.’s motion for summary judgment as on February 7, 2019.

The Court granted in part and denied in part Elysium’s motion to dismiss, sustaining three grounds for ChromaDex’s Lanham Act claims while dismissing two others, sustaining the claim under New York General Business Law § 349, and dismissing the claims under New York General Business Law § 350 and for tortious interference. Elysium filed an answer and counterclaims on October 10, 2018, alleging claims for (i) false advertising under the Lanham Act, 15 U.S.C. §1125(a); (ii) unfair competition under 15 U.S.C. § 1125(a); and (iii) deceptive practices under New York General Business Law § 349. ChromaDex ~~SDNY Complaint will continue in the interim.~~answered Elysium’s counterclaims on November 2, 2018.

ChromaDex, Inc. filed an amended complaint on March 27, 2019, adding new claims against Elysium Health for false advertising and unfair competition under the Lanham Act, 15 U.S.C. § 1125(a). On April 10, 2019, Elysium Health answered the amended complaint and filed amended counterclaims, also adding new claims against ChromaDex, Inc. for false advertising and unfair competition under the Lanham Act, 15 U.S.C. § 1125(a). The parties are currently in discovery.

The Company is unable to predict the outcome of these matters and, at this time, cannot reasonably estimate the possible loss or range of loss with respect to the legal proceedings discussed herein. As of ~~September~~June 30, ~~2017,~~2019, ChromaDex, Inc. did not accrue a potential loss for the ~~Counterclaim~~California Action or the Elysium SDNY Complaint because ChromaDex, Inc. believes that the allegations are without merit and thus it is not probable that a liability ~~had~~has been ~~incurred,~~incurred.

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(D) Delaware – Patent Infringement Action

On September 17, 2018, ChromaDex, Inc. and Trustees of Dartmouth College filed a patent infringement complaint in the United States District Court for the District of Delaware against Elysium Health, Inc. The complaint alleges that Elysium’s BASIS® dietary supplement violates U.S. Patents 8,197,807 (the “’807 Patent”) and 8,383,086 (the “’086 Patent”) that comprise compositions containing isolated nicotinamide riboside held by Dartmouth and licensed exclusively to ChromaDex, Inc. On October 23, 2018, Elysium filed an answer to the complaint. The answer asserts various affirmative defenses and denies that Plaintiffs are entitled to any relief.

On November 7, 2018, Elysium filed a motion to stay the patent infringement proceedings pending resolution of (1) the inter partes review of the ’807 Patent and the ~~amount~~’086 Patent before the Patent Trial and Appeal Board (“PTAB”) and (2) the outcome of the litigation in the California Action. ChromaDex, Inc. filed an opposition brief on November 21, 2018 detailing the issues with Elysium’s motion to stay. In particular, ChromaDex, Inc. argued that given claim 2 of the ’086 Patent was only included in the PTAB’s inter partes review for procedural reasons the PTAB was unlikely to invalidate claim 2 and therefore litigation in Delaware would continue regardless. In addition, ChromaDex, Inc. argued that the litigation in the California Action is unlikely to have a significant effect on the ongoing patent litigation. After the PTAB released its written decision upholding claim 2 of the ’086 Patent proving right ChromaDex, Inc.’s prediction ChromaDex, Inc. informed the Delaware court of the PTAB’s decision on January 17, 2019. On June 19, 2019, the Delaware court granted in part and denied in part Elysium’s motion, ordering that the case is stayed pending the resolution of Elysium’s patent misuse counterclaim in the California Action.

Legal proceedings – Covance Laboratories Inc.

On January 10, 2019, Covance Laboratories Inc. (“Covance”) filed a complaint in the United States District Court for the District of Delaware against ChromaDex, Inc. and ChromaDex Analytics, Inc. (collectively “ChromaDex”). The complaint alleges that ChromaDex breached an Asset Purchase Agreement (“APA”), dated August 21, 2017, between Covance and ChromaDex in which Covance purchased certain assets related to ChromaDex’s Lab Business for $7,500,000. Specifically, the complaint alleges that ChromaDex failed to deliver to Covance its entire ComplyID library. On February 4, 2019, ChromaDex filed an answer to the complaint. The answer asserts various affirmative defenses and denies that Covance is entitled to any relief.

Legal proceedings – Utah Lanham Act Action

On March 6, 2019, Novex Biotech LLC (“Novex”) filed an action in the Third Judicial District Court County of Salt Lake, State of Utah against ChromaDex, Inc. and 10 fictional defendants. The complaint alleges that Novex markets a dietary supplement, Oxydrene Elite, that competes with ChromaDex’s product, TRU NIAGEN. The complaint further alleges that ChromaDex, Inc. has violated the Lanham Act by making false or misleading claims for TRU NIAGEN. Novex is seeking an injunction and damages for the competitive harm it alleges to have suffered.

ChromaDex, Inc. timely removed the action to federal court in the District of Utah. ChromaDex answered the complaint and also filed counterclaims against Novex under the Lanham Act and California state law. ChromaDex’s counterclaims allege that Novex has falsely advertised its product called Oxydrene. Novex moved to dismiss the counterclaims and ChromaDex has opposed this motion.

The Company is unable to predict the outcome of this matter and, at this time, cannot reasonably estimate the possible loss or range of loss ~~cannot be reasonably estimated.~~with respect to the legal proceedings discussed herein. As of June 30, 2019, ChromaDex, Inc. did not accrue a potential loss for the Utah Lanham Act action because ChromaDex, Inc. believes that the allegations are without merit and thus it is not probable that a liability has been incurred.

From time to time we are involved in legal proceedings arising in the ordinary course of our business. We believe that there is no other litigation pending that is likely to have, individually or in the aggregate, a material adverse effect on our financial condition or results of operations.

~~Lease~~

On July 6, 2017, the Company entered into a lease for an office space located in Los Angeles, California through September 2021. Pursuant to the lease, the Company will make monthly lease payments ranging from approximately $11,000 to $21,000, as the payments escalate during the term of the lease.

~~Employment agreement with Robert Fried~~

On March 12, 2017, the Company entered into an Employment Agreement (the "Fried Agreement") with Robert Fried. Mr. Fried is entitled to receive certain severance payments per the terms of the Fried Agreement. The key terms of the Fried Agreement, including the severance terms are as follows:

Mr. Fried is entitled to: (i) an annual base salary of $300,000; (ii) an annual cash bonus equal to (a) 1% of net direct-to-consumer sales of products with nicotinamide riboside as a lead ingredient by the Company plus (b) 2% of direct to consumer net sales of products with nicotinamide riboside as a lead ingredient for the portion of such sales that exceeded prior year sales plus (c) 1% of the gross profit derived from nicotinamide riboside ingredient sales to dietary supplement producers; (iii) an option to purchase up to 500,000 shares of Common Stock under the 2007 plan, subject to monthly vesting over a three-year period; and (iv) 166,667 shares of restricted Common Stock, subject to annual vesting over a three-year period.

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Subject to Mr. Fried’s continuous service through such date, Mr. Fried is also eligible to receive (i) on March 12, 2018, 166,667 shares of restricted Common Stock, subject to annual vesting over a two-year period, (ii) on March 12, 2019, 166,666 shares of restricted Common Stock that vest in full on the one year anniversary of the grant date and (iii) up to 500,000 shares of fully-vested restricted Common Stock that will be granted upon the achievement of certain performance goals. Any unvested options or shares of restricted stock will vest in full upon (a) a change in control of the Company, (b) Mr. Fried’s death, (c) Mr. Fried’s disability, (d) termination by the Company of Mr. Fried’s employment without cause or (e) Mr. Fried’s resignation for good reason, subject in each case to Mr. Fried’s continuous service as an employee or consultant of the Company or any of its subsidiaries though such event.

The severance terms of the Fried Agreement provide that if (i) Mr. Fried’s employment is terminated by the Company without cause, for death or disability, or Mr. Fried resigns for good reason, or (ii) (a) a change in control of the Company occurs and (b) within one month prior to the date of such change in control or twelve months after the date of such change in control R. Fried’s employment is terminated by the Company other than for cause, then, subject to executing a release, Mr. Fried will receive (w) continuation of his base salary for 12 months, (x) health care continuation coverage payments premiums for 12 months, (y) a prorated annual cash bonus earned for the fiscal year in which such termination or resignation occurs, and (z) an extended exercise period for his options.

~~Employment agreement with Kevin Farr~~

Subsequent to the period ended September 30, 2017, the Company entered into an agreement with Thomas C. Varvaro whereby Mr. Varvaro will no longer serve as the Company's Chief Financial Officer, Secretary, principal financial officer and principal accounting officer. The Company expects that Mr. Varvaro will transition from the Company over the coming months to pursue other opportunities. During this transition Mr. Varvaro will serve as the Company’s Senior Vice President, Finance. Subsequent to the period ended September 30, 2017, the Company entered into an Employee Agreement (the Farr Agreement) with Kevin M. Farr who was appointed by the Board to serve as Chief Financial Officer, Secretary, principal accounting officer and principal financial officer, to replace the vacancies created by Mr. Varvaro's transition. Mr. Farr is entitled to receive certain severance payments per the terms of the Farr Agreement. The key terms of the Farr Agreement, including the severance terms are as follows:

Mr. Farr is entitled to: (i) an annual base salary of $300,000 and (ii) a discretionary annual bonus based on the achievement of certain performance goals to be determined by the Board. Pursuant to the Farr Agreement, Mr. Farr also received an option to purchase up to 1,000,000 shares of ChromaDex common stock under the ChromaDex 2017 Equity Incentive Plan, subject to monthly vesting over a three-year period, with an exercise price equal to $4.24 per share. The options will fully vest if the Company's stock price equals or exceeds $10 per share for over the previous 20 trading days.

If Mr. Farr’s employment is terminated by the Company without cause or Mr. Farr resigns for good reason, then, subject to executing a release, Mr. Farr will receive (i) continuation of his base salary for 12 months, (ii) COBRA premiums for 12 months, (iii) a prorated annual cash bonus, based on the good faith determination of the Board of the actual results and period of employment during the year of such termination, (iv) accelerated vesting of time-based equity that would have otherwise become vested by the one year anniversary of such termination date and (v) an extended exercise period for his options.

~~Note 13. Other Expense~~

~~Loss from an ongoing litigation, Elysium~~

During the nine months ended September 30, 2017, the Company, in relation to the ongoing litigation, incurred a write-off of approximately $746,000 in gross trade receivable from Elysium related to royalties. As a result of this write-off and after further analysis, the Company made an adjustment to the total allowance amount from ($800,000) to ($500,000).

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ITEM 2. ~~MANAGEMENT'S~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS

Certain statements in this Management's Discussion and Analysis (“MD&A”), other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “would,” “expect,” “intend,” “could,” “estimate,” “should,” “anticipate,” or “believe,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers should carefully review the risk factors and related notes set forth below in Part II, Item 1A, “Risk Factors” and included under Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2018 filed with the Securities and Exchange Commission on March ~~16, 2017~~7, 2019 (our “Annual Report”).

The following MD&A is intended to help readers understand the results of our operation and financial condition, and is provided as a supplement to, and should be read in conjunction with, our Interim Unaudited Financial Statements and the accompanying Notes to Interim Unaudited Financial Statements under Part 1, Item 1 of this Quarterly Report on Form 10-Q.

Growth and percentage comparisons made herein generally refer to the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 compared with the three and ~~nine~~six months ended ~~October 1, 2016~~June 30, 2018 unless otherwise noted. Unless otherwise indicated or unless the context otherwise requires, all references in this document to “we,” “us,” “our,” the “Company,” and similar expressions refer to ChromaDex Corporation, and depending on the context, its subsidiaries.

Company Overview

~~The business of~~ ChromaDex ~~Corporation is conducted by our principal subsidiaries, ChromaDex, Inc., Healthspan Research, LLC, ChromaDex Analytics, Inc. and ChromaPharma, Inc. The Company~~ is a ~~natural products~~science-based integrated nutraceutical company ~~that leverages its complementary business units~~devoted to ~~discover, acquire, develop and commercialize patented and proprietary ingredient technologies that address~~improving the dietary supplement, food, beverage, skin care and pharmaceutical markets. Through the Company's ingredients segment, the Company offers its branded ingredients such as NIAGEN®, nicotinamide riboside, and pTeroPure®, pterostilbene. With the acquisition of Healthspan Research, LLC in March 2017, the Company established a consumer product segment, which offers finished bottled dietary supplement products that contain NIAGEN®. The Company also has a core standards and contract services segment, which focuses on natural product fine chemicals (known as “phytochemicals”) and regulatory consulting services. As a result of the Company’s relationshipsway people age. ChromaDex scientists partner with leading universities and research institutions ~~the Company is able~~worldwide to discover, develop and ~~license early stage, intellectual property-backed~~create products to deliver the full potential of nicotinamide adenine dinucleotide ("NAD") and its impact on human health.

NAD is an essential coenzyme and a key regulator of cellular metabolism. Best known for its role in cellular adenosine triphosphate ("ATP") production, NAD is now thought to play an important role in healthy aging. Many cellular functions related to health and healthy aging are sensitive to levels of locally available NAD and this represents an active area of research in the field of NAD.

NAD levels are not constant, and in humans, NAD levels have been shown to decline by more than 50% from young adulthood to middle age. NAD continues to decline as humans grow older. There are other causes of reduced NAD levels such as over-nutrition, alcohol consumption and a number of disease states. NAD may also be increased, including through calorie restriction and exercise. Healthy aging, mitochondria and NAD continue to be areas of focus in the research community. In 2018, there were over 160 studies on NAD. The areas of study include Alzheimer’s disease, Parkinson’s disease, neuropathy and heart failure.

In 2013, ChromaDex commercialized NIAGEN® nicotinamide riboside ("NR"), a novel form of vitamin B3. Data from numerous animal studies, and confirmed in human clinical trials, show that NR is a highly efficient NAD precursor that significantly raises NAD levels. NIAGEN® is safe for human consumption. NIAGEN® has twice been successfully reviewed under FDA's new dietary ingredient ~~technologies. The Company then utilizes its business~~(“NDI”) notification program and has also been successfully notified to ~~develop commercially viable proprietary ingredients. The Company’s~~the FDA as generally recognized as safe (“GRAS”). Animal studies of NIAGEN® have demonstrated a variety of outcomes including increased NAD levels, increased cellular metabolism and energy production to improvements in insulin sensitivity. NIAGEN® is the trade name for our proprietary ingredient ~~portfolio~~NR and is ~~backed~~protected by patents to which we are the exclusive licensee.

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ChromaDex is the world leader in the emerging NAD space. ChromaDex has approximately 170 partnerships with ~~clinical~~leading universities and research institutions around the world including the National Institutes of Health, Cornell, Dartmouth, Harvard, Massachusetts Institute of Technology, University of Cambridge and the Mayo Clinic. Other relationships are currently being developed.

Our scientific ~~research, as well as extensive intellectual property protection.~~advisory board is led by Chairman Dr. Roger Kornberg, Nobel Laureate Stanford Professor, Dr. Charles Brenner, one of the world’s recognized experts in NAD and inventor of nicotinamide riboside, Dr. Rudi Tanzi, the co-chair of the department of neurology at Harvard Medical School and one of the world’s leading experts in food and nutrition, Sir John Walker, Nobel Laureate and Emeritus Director, MRC Mitochondrial Biology Unit in the University of Cambridge, England, Dr. Bruce German, Chairman of food, nutrition and health at the University of California, Davis, Dr. Brunie Felding, Associate Professor, Department of Molecular Medicine at Scripps Research Institute, California Campus and Dr. Robert Beudeker, Vice President of Innovation, who leads the innovation program for human nutrition and health at DSM.

Financial Condition and Results of Operations

The discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues, if any, and expenses during the reporting periods. On an ongoing basis, we evaluate such estimates and judgments, including those described in greater detail below. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

~~- 20 -~~

As of ~~September~~June 30, ~~2017,~~2019, the Company had approximately ~~$24.0~~$19.8 million cash and cash equivalents on hand. On April 26, 2017, the Company entered into a Securities Purchase Agreement with certain purchasers named therein, pursuant to which the Company agreed to sell and issue up to $25.0 million of its Common Stock in three tranches. All three tranches closed and the Company received approximately $23.7 million net of offering costs. On September 5, 2017, the Company completed the sale of is operating assets that were used with the Company's quality verification program testing and analytical chemistry business for food and food related products (the "Lab Business") to Covance Laboratories Inc. ("Covance"), and received net proceeds of approximately $6.0 million, net of transaction costs. Additional cash consideration of $0.8 million is currently held in escrow to satisfy any potential indemnification claims by Covance.

We anticipate that our current cash, cash equivalents and cash to be generated from operations ~~and cash to be received from the private placement described above~~ will be sufficient to meet our projected operating plans ~~into 2019.~~for at least the next twelve months. We may, however, seek additional capital ~~prior to 2019,~~in the next twelve months, both to meet our projected operating plans after ~~2018~~the next twelve months and/or to fund our longer term strategic objectives.

In May 2019, the Company closed a financing transaction and issued convertible promissory notes (the “Notes”) in the aggregate amount of $10.0 million to Winsave Resources Limited and Pioneer Step Holdings Limited. The maturity date of the Notes was originally July 1, 2019 and was subsequently extended to August 15, 2019. On the maturity date, the Notes will automatically convert into the shares of the Common Stock at a price per share equal to the lesser of (i) $4.59, or (ii) if one or more Common Stock financings occur on or prior to the Maturity Date, the lowest price per share at which the shares of Common Stock are issued in all such financings.

Additional capital may come from public and/or private stock or debt offerings, borrowings under lines of credit or other sources. These additional funds may not be available on favorable terms, or at all. Further, if we issue equity or debt securities to raise additional funds, our existing stockholders may experience dilution and the new equity or debt securities we issue may have rights, preferences and privileges senior to those of our existing stockholders. In addition, if we raise additional funds through collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to our products or proprietary technologies, or to grant licenses on terms that are not favorable to us. If we cannot raise funds on acceptable terms, we may not be able to develop or enhance our products, obtain the required regulatory clearances or approvals, achieve long term strategic objectives, take advantage of future opportunities, or respond to competitive pressures or unanticipated customer requirements. Any of these events could adversely affect our ability to achieve our development and commercialization goals, which could have a material and adverse effect on our business, results of operations and financial condition. If we are unable to establish small to medium scale production capabilities through our own plant or though collaboration, we may be unable to fulfill our customers’ requirements. This may cause a loss of future revenue streams as well as require us to look for third-party vendors to provide these services. These vendors may not be available, or charge fees that prevent us from pricing competitively within our markets.

~~Financial Condition and Results of Operations~~

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Some of our operations are subject to regulation by various state and federal agencies. In addition, we expect a significant increase in the regulation of our target markets. Dietary supplements are subject to Food and Drug Administration (the "FDA"), Federal Trade Commission and U.S. Department of Agriculture regulations relating to composition, labeling and advertising claims. These regulations may in some cases, particularly with respect to those applicable to new ingredients, require a notification that must be submitted to the FDA along with evidence of safety. There are similar regulations related to food additives.

Our net sales ~~from continuing operations~~ and net ~~income (loss)~~loss for the three- and ~~nine-month~~six-month periods ending on ~~September~~June 30, ~~2017~~2019 and ~~October 1, 2016~~June 30, 2018 were as follows:

Three months ending

Nine months ending

Sep. 30, 2017

Oct. 1, 2016

Sep. 30, 2017

Oct. 1, 2016

Net sales
$6,085,000
$3,937,000
$13,671,000
   17,212,000
Net income (loss)
  2,137,000
  (954,000)
  (2,556,000)
  (781,000)





Basic earnings (loss) per common share
$0.05
$(0.03)
$(0.06)
$(0.02)
Diluted earnings (loss) per common share
$0.04
$(0.03)
$(0.06)
$(0.02)

Over the next twelve months, we plan to continue to increase (i) research and development efforts for our line of proprietary ingredients and (ii) marketing efforts for our consumer products that contain our proprietary ingredients, subject to available financial resources.

	Three months ending		Six months ending
(In thousands)	June 30, 2019	June 30, 2018	June 30, 2019	June 30, 2018

Net sales	$11,101	$7,803	$21,149	$14,370
Net loss	(7,755)	(8,050)	(16,092)	(16,493)

Basic and diluted loss per common share	$(0.14)	$(0.15)	$(0.29)	$(0.30)

Net Sales

Net sales consist of gross sales less discounts and returns.

	Three months ending			Nine months ending			Three months ending			Six months ending
	Sep. 30, 2017	Oct. 1, 2016	Change	Sep. 30, 2017	Oct. 1, 2016	Change
(In thousands)							June 30, 2019	June 30, 2018	Change	June 30, 2019	June 30, 2018	Change
Net sales:
Consumer Products							$8,744	$3,732	134%	$16,198	$6,763	140%
Ingredients	$2,460,000	$2,663,000	-8%	$7,393,000	$13,506,000	-45%	1,387	2,879	-52%	2,881	5,247	-45%
Consumer products	2,647,000	-		2,803,000	-
Core standards and contract services	978,000	1,274,000	-23%	3,475,000	3,706,000	-6%
Analytical reference standards and services							970	1,192	-19%	2,070	2,360	-12%

Total net sales	$6,085,000	$3,937,000	55%	$13,671,000	$17,212,000	-21%	$11,101	$7,803	42%	$21,149	$14,370	47%

●

The ~~decrease in sales for the ingredients segment for the three and nine months ended September 30, 2017 is mainly due to decreased sales of “NIAGEN~~®.~~” In an effort to promote and better market the~~ Company's TRU ~~NIAGEN~~TM ~~branded consumer product, the Company made a strategic decision to not ship~~ NIAGEN® ~~to certain customers in 2017.~~

●

~~With the acquisition of Healthspan Research LLC in March 2017, the Company began selling consumer products that contain the Company's branded NIAGEN® ingredient. Segregation of the financial results~~sales for the consumer products segment ~~coincides with~~continue to increase after the Company's strategic shift towards ~~the~~ consumer products ~~segment which has driven increased sales.~~in 2017. The Company expects the sales for the consumer products segment to continue to grow over the next twelve months.

●

The decrease in sales for the ~~core~~ingredients segment is largely due to the Company’s focus on expanding consumer products business. The Company made a strategic decision in 2017 to transition from an ingredient company to a consumer driven nutraceutical company that has resulted in a shift in our sales away from ingredients.

●

The decrease in sales for the analytical reference standards and ~~contract~~ services segment is ~~primarily~~largely due to decreased sales of ~~regulatory consulting services as fewer consulting projects were completed.~~

~~- 22 -~~

analytical reference standards.

Cost of Sales

Cost of sales include raw materials, labor, overhead, and delivery costs.

	Three months ending				Nine months ending				Three months ending				Six months ending
	Sep. 30, 2017		Oct. 1, 2016		Sep. 30, 2017		Oct. 1, 2016
(In thousands)									June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
	Amount	% of net sales	Amount	% of net sales	Amount	% of net sales	Amount	% of net sales	Amount	% of net sales	Amount	% of net sales	Amount	% of net sales	Amount	% of net sales
Cost of sales:
Consumer Products									$3,519	40%	$1,570	42%	$6,590	41%	$2,678	40%
Ingredients	$1,384,000	56%	$1,287,000	48%	$3,615,000	49%	$6,421,000	48%	641	46%	1,536	53%	1,454	50%	3,033	58%
Consumer products	1,095,000	41%	-		1,136,000	41%	-
Core standards and contract services	690,000	71%	787,000	62%	2,277,000	66%	2,410,000	65%
Analytical reference standards and services									687	71%	851	71%	1,550	75%	1,676	71%

Total cost of sales	$3,169,000	52%	$2,074,000	53%	$7,028,000	51%	$8,831,000	51%	$4,847	44%	$3,957	51%	$9,594	45%	$7,387	51%

-24-

Table of Contents

The cost of sales, as a percentage of net sales, decreased 1%by 7% and ~~stayed flat~~6% for the three- and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2017,~~2019, respectively, compared to the comparable periods in ~~2016.~~2018.

●

The cost of sales, as a percentage of net sales, for the consumer products segment were 40% and 41% for the three- and six-month periods ended June 30, 2019. Compared to the other segments, the consumer products segment experienced better margins due to the positive impact of TRU NIAGEN® consumer product sales.

●

The cost of sales, as a percentage of net sales, for the ingredients segment ~~increased~~decreased 7% and 8% ~~and 1%~~ for the three- and ~~nine-month~~six-month periods ~~respectively. During~~ended June 30, 2019 compared to the ~~three-month~~comparable period ~~ended September 30, 2017,~~in 2018. The ingredient segment recorded higher margins compared to the last year as we focus on fewer ingredients with higher profit margins. Also, in the first quarter of 2018, we had ~~one-time write-off~~a write off of approximately $312,000 related to our NIAGEN® ~~related inventory of approximately $183,000 which resulted in higher cost of sales.~~ ..inventory.

●

The cost of sales, as a percentage of net sales for the ~~core~~analytical reference standards and ~~contract~~ services segment, increased ~~9% and 1%~~4% for the ~~three- and nine-month periods~~six-month period ended ~~September~~June 30, ~~2017, compared to the comparable periods in 2016.~~2019. The decrease in ~~regulatory consulting~~the analytical reference standards sales ~~for the three-month period ended September 30, 2017~~ led to a lower supply chain labor utilization rate, which resulted in increasing our cost of sales as a percentage of net sales.

Gross Profit

Gross profit is net sales less the cost of sales and is affected by a number of factors including product mix, competitive pricing and costs of products and services.

	Three months ending			Nine months ending			Three months ending			Six months ending
	Sep. 30, 2017	Oct. 1, 2016	Change	Sep. 30, 2017	Oct. 1, 2016	Change
(In thousands)							June 30, 2019	June 30, 2018	Change	June 30, 2019	June 30, 2018	Change
Gross profit:
Consumer Products							$5,225	$2,162	142%	$9,608	$4,085	135%
Ingredients	$1,076,000	$1,376,000	-22%	$3,778,000	$7,084,000	-47%	746	1,343	-44%	1,427	2,214	-36%
Consumer products	1,552,000	-		1,667,000	-
Core standards and contract services	287,000	487,000	-41%	1,197,000	1,296,000	-8%
Analytical reference standards and services							283	341	-17%	520	684	-24%

Total gross profit	$2,915,000	$1,863,000	56%	$6,642,000	$8,380,000	-21%	$6,254	$3,846	63%	$11,555	$6,983	65%

●

~~The decreased gross profit for the ingredients segment for the three and nine months ended September 30, 2017 is due to the decreased sales of “NIAGEN~~®~~” in connection with the strategic decision to not ship NIAGEN® to certain customers in 2017 to better promote the Company's consumer products.~~

●

The consumer products segment posted gross profit of ~~$1.6~~$5.2 million and ~~$1.7~~$9.6 million ~~respectively~~ for the three- and ~~nine-month~~six-month periods ending ~~in September~~June 30, ~~2017.~~2019. The Company expects the sales and gross profit for consumer products segment to continue to grow over the next twelve months.

●

The decreased gross profit for the ~~core~~ingredients segment was largely due to a decrease in sales as the Company transitions from an ingredient company to a consumer driven nutraceutical company.

●

The decreased gross profit for the analytical reference standards and ~~contract~~ services segment is largely due to the decreased sale of ~~regulatory consulting services.~~analytical reference standards. Fixed supply chain labor costs make up a substantial portion of the ~~majority of~~ costs ~~of regulatory consulting services~~ and these fixed labor costs did not decrease in proportion to sales, hence yielding lower profit ~~margin~~margin.

~~- 23 -~~-25-

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Operating Expenses-Sales and Marketing

Sales and marketing expenses consist of salaries, advertising and marketing expenses.

	Three months ending			Nine months ending			Three months ending			Six months ending
	Sep. 30, 2017	Oct. 1, 2016	Change	Sep. 30, 2017	Oct. 1, 2016	Change
(In thousands)							June 30, 2019	June 30, 2018	Change	June 30, 2019	June 30, 2018	Change
Sales and marketing expenses:
Consumer Products							$4,072	$3,357	21%	$7,989	$6,084	31%
Ingredients	$390,000	$199,000	96%	$960,000	$931,000	3%	79	256	-69%	191	572	-67%
Consumer products	549,000	-		738,000	-
Core standards and contract services	164,000	88,000	86%	360,000	259,000	39%
Analytical reference standards and services							157	160	-2%	302	386	-22%

Total sales and marketing expenses	$1,103,000	$287,000	284%	$2,058,000	$1,190,000	73%	$4,308	$3,773	14%	$8,482	$7,042	20%

●

For the consumer products segment, we have increased staffing as well as direct marketing expenses associated with social media and other customer awareness and acquisition programs. We ~~will~~plan to continue to ~~expand both staffing as well as increase other marketing expense as we~~ invest in building out our own global branded consumer product business.

●

For the ingredients segment, the ~~increase for~~decrease during the ~~three months~~three- and six-month periods ended ~~September~~June 30, ~~2017~~2019 is largely due to decreased marketing efforts as the ~~hiring of additional staff.~~Company shifts towards consumer products.

●

For the ~~core~~analytical reference standards and ~~contract~~ services segment, the ~~increase~~decrease for the ~~three~~three- and ~~nine months ended September 30, 2017~~six-month periods is mainly due to ~~our increased~~decreased sales and marketing efforts.

Operating Expenses-Research and Development

Research and development expenses mainly consist of clinical trials and process development expenses.

Three months ending

Nine months ending

Sep. 30, 2017

Oct. 1, 2016

Change

Sep. 30, 2017

Oct. 1, 2016

Change

Research and development expenses:

  Ingredients
$559,000
$760,000
  -26%
$2,022,000
$1,961,000
  3%
  Consumer products
  482,000
  -
  -
$533,000
  -
  -
  Core standards and contract services
  -
  13,000
  -100%
  -
  28,000
  -100%







     Total sales and marketing expenses
$1,041,000
$773,000
  35%
$2,555,000
$1,989,000
  28%

	Three months ending			Six months ending
(In thousands)	June 30, 2019	June 30, 2018	Change	June 30, 2019	June 30, 2018	Change
Research and development expenses:
Consumer Products	$875	$848	3%	$1,844	$1,677	10%
Ingredients	194	566	-66%	393	1,176	-67%

Total research and development expenses	$1,069	$1,414	-24%	$2,237	$2,853	-22%

●

In 2017, we began allocating the research and development expenses related to our ~~"NIAGEN®"~~NIAGEN® branded ingredient to the ~~ingredients~~consumer products and ~~consumer products~~ingredients segment, based on revenues recorded. ~~Previously, these expenses were recorded all in the ingredients segment.~~ Overall, we ~~increased~~decreased our research and development efforts ~~compared to 2016. Subject to available financial resources,~~during the first half of 2019 as we ~~plan to continue to increase~~evaluate and realign the priorities of our ongoing research and development efforts ~~for~~of our ~~line of proprietary ingredients.~~

●

~~For the core standards and contract services segment, we explored processes to develop certain compounds at a larger scale during the three and nine months ended October 1, 2016.~~flagship ingredient, NIAGEN® nicotinamide riboside.

~~- 24 -~~-26-

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Operating Expenses-General and Administrative

General and administrative expenses consist of general company administration, legal, IT, accounting and executive management expenses.

Three months ending

Nine months ending

Sep. 30, 2017

Oct. 1, 2016

Change

Sep. 30, 2017

Oct. 1, 2016

Change

General and administrative
$3,948,000
$1,727,000
129%
$8,883,000
$5,935,000
50%

	Three months ending			Six months ending
(In thousands)	June 30, 2019	June 30, 2018	Change	June 30, 2019	June 30, 2018	Change

General and administrative	$7,932	$6,596	20%	$16,263	$13,424	21%

The following expenses contributed to the increase in general and administrative expenses in the three- and six-month periods ended June 30, 2019:

●

~~The~~An increase ~~was primarily related to~~in legal expenses. ~~For the three- and nine-month periods ended September 30, 2017, our~~Our legal expenses increased to approximately ~~$1,415,000~~$2.9 million and ~~$2,686,000, respectively,~~$6.2 million in the three- and six-month periods ended June 30, 2019, compared to approximately ~~$312,000~~$2.1 million and ~~$735,000, respectively, for~~$5.1 million in the comparable periods in ~~2016.~~2018. The ongoing litigation with Elysium ~~Health, Inc.~~ and our increased efforts to file and maintain patents related to the proprietary ingredient technologies were the main reasons for the increase in legal expenses. ~~We also incurred significant legal expenses related to the sale of the Lab Business as well as the private placement of equity, however, these expenses were recorded as transaction costs.~~

●

~~In addition our share-based compensation~~An increase in royalties we paid to patent holders. Our royalty expense ~~increased. For~~for the ~~three- and nine-month~~three -and six-month periods ended ~~September~~June 30, ~~2017, our share-based compensation expense~~2019 increased to approximately ~~$491,000~~$0.6 million and ~~$1,211,000~~$1.2 million, compared to approximately ~~$272,000~~$0.4 million and ~~$930,000~~$0.7 million for the comparable periods in ~~2016.~~2018. The increases are due to increased sales for licensed products in the first six months of 2019.

~~Operating Expense-Other~~

~~Other expense consists of loss from an ongoing litigation.~~

	~~Three months ending~~			~~Nine months ending~~
	~~Sep. 30, 2017~~	~~Oct. 1, 2016~~	~~Change~~	~~Sep. 30, 2017~~	~~Oct. 1, 2016~~	~~Change~~

~~Other~~	$-	$-		$~~746,000~~	$-

●

~~During~~An increase in share-based compensation. Our share-based compensation recorded as general and administrative expense for the ~~nine months~~six-month period ended ~~September~~June 30, ~~2017,~~2019 increased to approximately $3.2 million, compared to approximately $2.7 million for the ~~Company,~~comparable period in ~~relation to the ongoing litigation, incurred a write-off of approximately $746,000 in gross trade receivable from Elysium Health, Inc. related to royalties.~~2018.

Non-operating ~~Expenses-~~Expense- Interest ~~Expense,~~expense, net

Interest ~~expense~~income, net consists of interest earned from bank deposit accounts less interest expenses on ~~loan payable~~convertible notes and ~~capital~~finance leases.

Three months ending

Nine months ending

Sep. 30, 2017

Oct. 1, 2016

Change

Sep. 30, 2017

Oct. 1, 2016

Change



Interest expense, net
$45,000
$2,000
  2150%
$109,000
$315,000
  -65%

	Three months ending			Six months ending
(In thousands)	June 30, 2019	June 30, 2018	Change	June 30, 2019	June 30, 2018	Change

Interest expense, net	$(575)	$(48)	Not Meaningful	$(540)	$(92)	Not Meaningful

In the second quarter of 2019, the Company incurred debt issuance costs of approximately $0.6 million in connection with the issuance of convertible promissory notes in the aggregate principal amount of $10.0 million to Winsave Resources Limited and Pioneer Step Holdings Limited. The ~~decrease in~~issuance costs were recorded as a debt discount and have been amortized as interest expense ~~for~~using the ~~nine months ended September 30, 2017 was mainly due to~~effective interest method over the original term ~~loan from Hercules Technology II, L.P. which the Company drew down an initial $2.5 million on September 29, 2014 and a second $2.5 million on June 18, 2015.~~of 45 days. The Company ~~fully repaid~~recorded approximately $0.6 million in amortization of debt discount during the ~~loan on June 14, 2016.~~

~~- 25 -~~

second quarter of 2019.

Income Taxes

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. At ~~September~~June 30, ~~2017~~2019 and ~~October 1, 2016,~~June 30, 2018, the Company maintained a full valuation allowance against the entire deferred income tax balance which resulted in an effective tax rate of approximately 0% for the ~~nine-month~~three- and six-month periods ended ~~September~~June 30, ~~2017~~2019 and ~~October 1, 2016,~~June 30, 2018, respectively. As defined in ASC 740, Income Taxes, future realization of the tax benefit will depend on the existence of sufficient taxable income, including the expectation of continued future taxable income.

-27-

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Depreciation and Amortization

Depreciation expense for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2017~~2019 was approximately ~~$396,000~~$363,000 as compared to ~~$234,000~~$267,000 for the ~~nine-month~~six-month period ended ~~October 1, 2016.~~June 30, 2018. We depreciate our assets on a straight-line basis, based on the estimated useful lives of the respective assets.

Amortization expense of intangible assets for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2017~~2019 was approximately ~~$148,000~~$122,000 as compared to ~~$63,000~~$116,000 for the ~~nine-month~~six-month period ended ~~October 1, 2016.~~June 30, 2018. We amortize intangible assets using a straight-line method, generally over 10 years. For licensed patent rights, the useful lives are 10 years or the remaining term of the patents underlying licensing rights, whichever is shorter. The useful lives of subsequent milestone payments that are capitalized are the remaining useful life of the initial licensing payment that was capitalized.

Amortization expense of right of use assets for the six-month period ended June 30, 2019 was approximately $279,000.

Liquidity and Capital Resources

From inception through ~~September~~June 30, ~~2017,~~2019, we have incurred aggregate losses of approximately ~~$48~~$106.0 million. These losses are primarily due to expenses associated with the development and expansion of our operations. These operations have been financed through capital contributions, the issuance of common stock and warrants through private placements, and the issuance of debt.

Our board of directors periodically reviews our capital requirements in light of our proposed business plan. Our future capital requirements will remain dependent upon a variety of factors, including cash flow from operations, the ability to increase sales, increasing our gross profits from current levels, reducing selling and administrative expenses as a percentage of net sales, continued development of customer relationships, and our ability to market our new products successfully. However, based on our results from operations, we may determine that we need additional financing to implement our business plan. There can be no assurance that any such financing will be available on terms favorable to us or at all. Without adequate financing we may have to further delay or terminate product and service expansion and curtail certain selling, general and administrative expenses. Any inability to raise additional financing would have a material adverse effect on us.

~~Subsequent~~In May 2019, the Company closed a financing transaction and issued convertible promissory notes (the “Notes”) in the aggregate amount of $10.0 million to Winsave Resources Limited and Pioneer Step Holdings Limited. The maturity date of the Notes was originally July 1, 2019 and was subsequently extended to August 15, 2019. On the maturity date, the Notes will automatically convert into the shares of the Common Stock at a price per share equal to the ~~period ended September 30, 2017,~~lesser of (i) $4.59, or (ii) if one or more Common Stock financings occur on or prior to the ~~Company entered into a securities purchase agreement for~~Maturity Date, the ~~sale of approximately $23.0 million of its common stock in a private placement, in return for~~lowest price per share at which the ~~purchaser will receive approximately 5.6 million~~ shares ~~at a per share price~~ of ~~$4.10. The private placement is expected to close on or about November 17, 2017, subject to the satisfaction of customary closing conditions.~~Common Stock are issued in all such financings.

While we anticipate that our current cash, cash equivalents and cash to be generated from operations ~~and cash to be received from the private placement described above~~ will be sufficient to meet our projected operating plans ~~into 2019,~~for at least the next twelve months, we may require additional funds, either through additional equity or debt financings or collaborative agreements or from other sources. We have no commitments to obtain such additional financing, and we may not be able to obtain any such additional financing on terms favorable to us, or at all. If adequate financing is not available, the Company will further delay, postpone or terminate product and service expansion and curtail certain selling, general and administrative operations. The inability to raise additional financing may have a material adverse effect on the future performance of the Company.

~~- 26 -~~

Net cash used in operating activities

Net cash used in operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 was approximately ~~$6,037,000~~$12.1 million as compared to approximately ~~$3,128,000~~$10.5 million for the ~~nine~~six months ended ~~October 1, 2016.~~June 30, 2018. Along with the net loss, ~~a decrease in accounts payable and~~ an increase in ~~prepaid expenses~~inventories and trade receivables were the largest uses of cash during the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2017,~~2019, partially offset by ~~the decrease~~an increase in ~~trade receivables~~deferred revenue and ~~inventories.~~noncash share-based compensation expense. Net cash used in operating activities for the ~~nine~~six months ended ~~October 1, 2016~~June 30, 2018 largely reflects ~~a decrease~~net loss, partially offset by an increase in accounts payable and ~~an increase in trade receivables along with the net loss.~~noncash share-based compensation expense.

We expect our operating cash flows to fluctuate significantly in future periods as a result of fluctuations in our operating results, shipment timetables, accounts receivable collections, inventory management, and the timing of our payments, among other factors.

-28-

Table of Contents

Net cash ~~provided by (used in)~~used in investing activities

Net cash ~~provided by~~used in investing activities was approximately ~~$4,897,000~~$0.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, compared to approximately ~~$1,146,000 used in~~$1.3 million for the ~~nine~~six months ended ~~October 1, 2016. Net cash provided by investing activities for the nine months ended September~~June 30, ~~2017 primarily consisted of net proceeds from the sale of the Lab Business.~~2018. Net cash used in investing activities for the ~~nine~~six months ended ~~October 1, 2016~~June 30, 2019 mainly consisted of purchases of leasehold improvements and ~~equipment~~equipment. Net cash used in investing activities for the six months ended June 30, 2018 also consisted of purchases of leasehold improvements and ~~intangible assets.~~equipment.

Net cash provided by (used in) financing activities

Net cash provided by financing activities was approximately ~~$23,497,000~~$9.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, compared to approximately ~~$989,000~~$0.2 million used in financing activities for the ~~nine~~six months ended ~~October 1, 2016.~~June 30, 2018. Net cash provided by financing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2017 mainly consisted of proceeds from issuance of our common stock. Net cash provided by financing activities for the nine months ended October 1, 2016 mainly~~2019 primarily consisted of proceeds from the ~~issuance~~sale of ~~our~~convertible notes. Net cash used in financing activities for the six months ended June 30, 2018 mainly consisted of repurchase of common stock, ~~and warrants through a private offering to our existing stockholders and~~partially offset by proceeds from exercise of stock ~~options, offset by principal payments on loan payable and capital leases.~~options.

Contractual Obligations and Commitments

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, there were no material changes outside of the ordinary course of business in the specified contractual obligations disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as contained in our Annual Report, other than as disclosed in “Item 1 Financial Statements” of this Quarterly Report.

Off-Balance Sheet Arrangements

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, we had no material off-balance sheet ~~arrangements other than with respect to ordinary operating leases as disclosed in the “Financial Statements and Supplementary Data” section of our Annual Report.~~arrangements.

~~- 27 -~~

ITEM 3. ~~QUANTITATIVE~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Interest Rate Risk~~Not applicable

~~Our capital lease obligations bear interest at a fixed rate and therefore have no exposure to changes in interest rates.~~

-29-

Table of Contents

The Company’s cash investments consist of short term, high liquid investments in money market funds managed by banks. Due to the short-term duration of our investment portfolio and the relatively low risk profile of our investments, a sudden change in interest rates would not have a material effect on either the fair market value of our portfolio, or our operating results or cash flows.

~~Foreign Currency Risk~~

~~All of our long-lived assets are located within the United States and we do not hold any foreign currency denominated financial instruments.~~

~~Effects of Inflation~~

~~We do not believe that inflation and changing prices during the nine months ended September 30, 2017 and October 1, 2016 had a significant impact on our results of operations.~~

~~ITEM~~ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the supervision of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures, ~~pursuant to Rule 13a-15~~as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ~~"Exchange Act"~~“Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of ~~September~~June 30, ~~2017,~~2019, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in ~~SEC~~Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

An evaluation was also performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of any change in our internal control over financial reporting (as defined in Rule 13a−15(f) promulgated under the Exchange Act) that occurred during our last fiscal quarter and that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. There were no changes in internal control over financial reporting that occurred during the Company’s ~~third~~second fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~- 28 -~~-30-

Table of Contents

~~PART~~PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~As previously disclosed,~~For a description of our legal proceedings, see Note 13, Commitments and Contingencies, Legal Proceedings of the Notes to Consolidated Financial Statements, included in Part I, Item 1 of this Quarterly Report on ~~December 29, 2016, ChromaDex, Inc. filed a complaint (the “Complaint”) in the United States District Court for the Central District of California, naming Elysium Health, Inc.(together with Elysium Health, LLC, “Elysium”)~~ as defendant. Among other allegations, ChromaDex, Inc. alleges in the Complaint that (i) Elysium breached the Supply Agreement, dated June 26, 2014, by and between ChromaDex, Inc. and Elysium (the “pTeroPure® Supply Agreement”), by failing to make payments to ChromaDex, Inc. for purchases of pTeroPure® pursuant to the pTeroPure® Supply Agreement, (ii) Elysium breached the Supply Agreement, dated February 3, 2014, by and between ChromaDex, Inc. and Elysium, as amended (the “NIAGEN® Supply Agreement”), by failing to make payments to ChromaDex, Inc. for purchases of NIAGEN® pursuant to the NIAGEN® Supply Agreement, (iii) Elysium breached the Trademark License and Royalty Agreement, dated February 3, 2014, by and between ChromaDex, Inc. and Elysium (the “License Agreement”), by failing to make payments to ChromaDex, Inc. for royalties due pursuant to the License Agreement and (iv) certain officers of Elysium made false promises and representations to induce ChromaDex, Inc. into providing large supplies of pTeroPure® and NIAGEN® to Elysium pursuant to the pTeroPure® Supply Agreement and NIAGEN® Supply Agreement. ChromaDex, Inc. is seeking punitive damages, money damages and interest.Form 10-Q.

On January 25, 2017, Elysium filed an answer and counterclaims (the “Counterclaim”) in response to the Complaint. Among other allegations, Elysium alleges in the Counterclaim that (i) ChromaDex, Inc. breached the NIAGEN® Supply Agreement by not issuing certain refunds or credits to Elysium and for violating certain confidential information provisions, (ii) ChromaDex, Inc. breached the implied covenant of good faith and fair dealing pursuant to the NIAGEN® Supply Agreement, (iii) ChromaDex, Inc. breached certain confidential provisions of the pTeroPure® Supply Agreement, (iv) ChromaDex, Inc. fraudulently induced Elysium into entering into the License Agreement (the “Fraud Claim”), (v) ChromaDex, Inc.’s conduct constitutes misuse of its patent rights (the “Patent Claim”) and (vi) ChromaDex, Inc. has engaged in unlawful or unfair competition under California state law (the “Unfair Competition Claim”). Elysium is seeking damages for ChromaDex, Inc.’s alleged breaches of the NIAGEN® Supply Agreement and pTeroPure® Supply Agreement, and compensatory damages, punitive damages and/or rescission of the License Agreement and restitution of any royalty payments conveyed by Elysium pursuant to the License Agreement, and a declaratory judgment that ChromaDex, Inc. has engaged in patent misuse.

On February 15, 2017, ChromaDex, Inc. filed an amended complaint. In the amended complaint, ChromaDex, Inc. re-alleges the claims in the Complaint, and also alleges that Elysium willfully and maliciously misappropriated ChromaDex, Inc.’s trade secrets. On February 15, 2017, ChromaDex, Inc. also filed a motion to dismiss the Fraud Claim, the Patent Claim and the Unfair Competition Claim. On March 1, 2017, Elysium filed a motion to dismiss ChromaDex, Inc.'s fraud and trade secret misappropriation causes of action. On March 6, 2017, Elysium filed a first amended counterclaim. On March 20, 2017, ChromaDex, Inc. moved to dismiss Elysium's amended fraud, declaratory judgment of patent misuse and the Unfair Competition Claim. On May 10, 2017, the court ruled on the motions to dismiss, denying ChromaDex, Inc.’s motion as to Elysium’s fraud and declaratory judgment claims and granting ChromaDex, Inc.’s motion with prejudice as to Elysium’s Unfair Competition Claim. With respect to Elysium’s motion, the court granted the motion with prejudice as to ChromaDex, Inc.’s fraud claim and granted with leave to amend the motion as to ChromaDex, Inc.’s trade secret misappropriation claims. On May 24, 2017, ChromaDex, Inc. answered the first amended counterclaim and asserted several affirmative defenses. Also on May 24, 2017, ChromaDex, Inc. filed a second amended complaint, amending the trade secret misappropriation claims and addressing Elysium’s declaratory judgment of patent misuse counterclaim. On June 7, 2017, ChromaDex, Inc. filed a third amended complaint dismissing the trade secret misappropriation claims and asserting two breach of contract claims for Elysium’s failure to pay for the product delivered. On June 16, 2017, Elysium answered the third amended complaint. On August 14, 2017, ChromaDex, Inc. moved for judgment on the pleadings as to Elysium’s declaratory judgment of patent misuse counterclaim. On September 26, 2017, the court denied ChromaDex’s motion without prejudice and directed Elysium to file an amended counterclaim if it intended to maintain its declaratory judgment counterclaim. On October 11, 2017, Elysium filed a second amended counterclaim, re-alleging the claims in the first amended counterclaim and adding a claim for unjust enrichment and restitution of the royalties Elysium paid to ChromaDex, Inc. pursuant to the License Agreement. On October 25, 2017, ChromaDex, Inc. filed a motion to dismiss the declaratory judgment of patent misuse and unjust enrichment claims and/or strike allegations in the unjust enrichment claim contained in the second amended counterclaim. The court has not yet ruled on the motion.

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On July 17, 2017, Elysium filed petitions with the U.S. Patent and Trademark Office for inter partes review of U.S. Patent No. 8,197,807 and 8,383,086, patents to which ChromaDex, Inc. is the exclusive licensee.

On September 27, 2017, Elysium filed a complaint in the United States District Court for the Southern District of New York, naming ChromaDex, Inc. as defendant (the “SDNY Complaint”). Elysium alleges in the SDNY Complaint that ChromaDex, Inc. made false and misleading statements in a citizen petition to the Food and Drug Administration it filed on or about August 18, 2017. Among other allegations, Elysium avers that the citizen petition was filed with intent to injure Elysium’s position in the marketplace, that it falsely described Elysium’s product as dangerous, and that it misleadingly omitted material facts which made Elysium’s product appear dangerous, while casting ChromaDex, Inc.’s own products as safe. The SDNY Complaint asserts four claims for relief: (i) false advertising under the Lanham Act, 15 U.S.C. § 1125(a)(1); (ii) trade libel; (iii) deceptive business practices under New York General Business Law § 349; and (iv) tortious interference with business relations. ChromaDex, Inc. disputes the claims in the SDNY Complaint and intends to defend against them vigorously. On October 19, 2017, ChromaDex, Inc. filed a motion to dismiss the SDNY Complaint. In its motion, ChromaDex, Inc. argued that the SDNY Complaint should be dismissed because its statements in the citizen petition are immunized from all of Elysium’s claims under the Noerr-Pennington Doctrine, the litigation privilege, and New York’s Anti-SLAPP statute, and because the SDNY Complaint failed to state a claim under Federal Rule of Civil Procedure 12(b)(6). Elysium filed its opposition papers on November 2, 2017. ChromaDex, Inc.’s reply, if any, is due on November 9, 2017.

On October 26, 2017, ChromaDex, Inc. filed a complaint in the United States District Court for the Southern District of New York, naming Elysium as defendant (the “ChromaDex SDNY Complaint”). ChromaDex alleges in the ChromaDex SDNY Complaint that Elysium made material false and misleading statements to consumers in the promotion, marketing, and sale of its health supplement product, Basis, by deceiving consumers into erroneously believing: (1) the product is “safe” and “pure” when its current Basis product has not been sufficiently tested to support those claims; (2) the product has been approved or otherwise endorsed by the Food and Drug Administration; and (3) the product has been approved or endorsed by prominent scientists and prestigious academic institutions, among other allegations. The ChromaDex SDNY Complaint asserts five claims for relief: (i) false advertising under the Lanham Act, 15 U.S.C. §1125(a); (ii) unfair competition under 15 U.S.C. § 1225(a); (iii) deceptive business practices under New York General Business Law § 349; (iv) deceptive business practices under New York General Business Law § 350; and (v) tortious interference with prospective economic advantage. Elysium has indicated that it intends on moving to dismiss the ChromaDex SDNY Complaint. On November 3, 2017, the Court consolidated the SDNY Complaint and the ChromaDex SDNY Complaint actions, and stayed discovery in both actions pending a Court ordered mediation. Briefing on the motion to dismiss the SDNY Complaint and the expected motion to dismiss the ChromaDex SDNY Complaint will continue in the interim.

While ChromaDex, Inc. expresses no opinion as to the ultimate outcome of these matters, ChromaDex, Inc. believes Elysium’s allegations are without merit and will vigorously defend against them. As of September 30, 2017, ChromaDex, Inc. did not accrue a potential loss for the Counterclaim or the SDNY Complaint because ChromaDex, Inc. believes that the allegations are without merit and thus it is not probable that a liability had been incurred, and the amount of loss cannot be reasonably estimated.

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ITEM 1A. RISK FACTORS

Investing in our common stock involves a high degree of risk. Current investors and potential investors should consider carefully the risks and uncertainties described below and in our Annual Report, together with all other information contained in this Quarterly Report on Form 10-Q and our Annual Report, including our financial statements, the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before making investment decisions with respect to our common stock. If any of the following risks actually occur, our business, financial condition, results of operations and future growth prospects would likely be materially and adversely affected. Under these circumstances, the trading price and value of our common stock could decline, and you may lose all or part of your investment. The risks and uncertainties described in this Quarterly Report on Form 10-Q and in our Annual Report are not the only ones facing our Company. Additional risks and uncertainties of which we are not presently aware, or that we currently consider immaterial, may also impair our business operations. The risk factors set forth below that are marked with an asterisk (*) contain changes to the similarly titled risk factors included in Part I, Item 1A of our Annual Report.

Risks Related to our Company and our Business

*We have a history of operating losses, may need additional financing to meet our future long-term capital requirements and may be unable to raise sufficient capital on favorable terms or at all.

We have recorded a net loss of approximately ~~$2,556,000~~$16.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, and we have a history of losses and may continue to incur operating and net losses for the foreseeable future. We incurred net losses of approximately ~~$2,928,000, $2,771,000~~$33.3 million and ~~$5,388,000~~$11.4 million for the years ended December 31, ~~2016, January 2, 2016~~2018 and ~~January 3, 2015,~~December 30, 2017, respectively. As of ~~September~~June 30, ~~2017,~~2019, our accumulated deficit was approximately ~~$47.8~~$106.0 million. We have not achieved profitability on an annual basis. We may not be able to reach a level of revenue to continue to achieve and sustain profitability. If our revenues grow slower than anticipated, or if operating expenses exceed expectations, then we may not be able to achieve and sustain profitability in the near future or at all, which may depress our stock price.

~~Subsequent to the period ended September~~As of June 30, ~~2017, the Company entered into a securities purchase agreement for the sale of~~2019, our cash and cash equivalents totaled approximately $23.0 million of its common stock in a private placement, in return for which the purchaser will receive approximately 5.6 million shares at a per share price of $4.10. The private placement is expected to close on or about November 17, 2017, subject to the satisfaction of customary closing conditions.

$19.8 million. While we anticipate that our current cash, cash equivalents and cash to be generated from operations ~~and cash to be received from the private placement described above~~ will be sufficient to meet our projected operating plans ~~into 2019,~~through at least the next twelve months, we may require additional funds, either through additional equity or debt financings or collaborative agreements or from other sources. We have no commitments to obtain such additional financing, and we may not be able to obtain any such additional financing on terms favorable to us, or at all. If adequate financing is not available, the Company will further delay, postpone or terminate product and service expansion and curtail certain selling, general and administrative operations. The inability to raise additional financing may have a material adverse effect on the future performance of the Company.

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Our capital requirements will depend on many factors.

Our capital requirements will depend on many factors, including:

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the revenues generated by sales of our products;

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the costs associated with expanding our sales and marketing efforts, including efforts to hire independent agents and sales representatives and obtain required regulatory approvals and clearances;

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the expenses we incur in developing and commercializing our products, including the cost of obtaining and maintaining regulatory approvals; and

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unanticipated general and administrative expenses, including expenses involved with our ongoing litigation with Elysium.

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~~As a result~~Because of these factors, we may seek to raise additional capital ~~prior to November 2018~~within the next twelve months both to meet our projected operating plans after ~~November 2018~~the next twelve months and to fund our longer term strategic objectives. Additional capital may come from public and private equity or debt offerings, borrowings under lines of credit or other sources. These additional funds may not be available on favorable terms, or at all. There can be no assurance we will be successful in raising these additional funds. Furthermore, if we issue equity or debt securities to raise additional funds, our existing stockholders may experience dilution and the new equity or debt securities we issue may have rights, preferences and privileges senior to those of our existing stockholders. In addition, if we raise additional funds through collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to our products or proprietary technologies, or grant licenses on terms that are not favorable to us. If we cannot raise funds on acceptable terms, we may not be able to develop or enhance our products, obtain the required regulatory clearances or approvals, execute our business plan, take advantage of future opportunities, or respond to competitive pressures or unanticipated customer requirements. Any of these events could adversely affect our ability to achieve our development and commercialization goals, which could have a material and adverse effect on our business, results of operations and financial condition.

*We are currently engaged in substantial and complex litigation with Elysium Health, Inc. and Elysium Health LLC ("Elysium"), the ~~oucome~~outcome of which could materially harm our business and financial results.

We are currently engaged in litigation with Elysium, a customer that represented 19% of our net sales for the year ended December 31, 2016. Elysium has made no purchases from us since August 9, 2016. The litigation includes multiple complaints and counterclaims by us and Elysium in venues in California and New York, as well as a ~~petition~~patent infringement complaint filed by ~~Elysium with~~ the ~~U.S. Patent~~Company and ~~Trademark Office for inter partes review~~Trustees of ~~two patents to which we are the exclusive licensee.~~Dartmouth College. For further details on this litigation, please refer to Part II, Item 1 of this Quarterly Report on Form 10-Q.

The litigation is substantial and complex, and it has caused and could continue to cause us to incur significant costs, as well as distract our management over an extended ~~period of time.~~period. The litigation may substantially disrupt our business and we cannot assure you that we will be able to resolve the litigation on terms favorable to us. If we are unsuccessful in resolving the litigation on favorable terms to us, we may be forced to pay compensatory and punitive damages and restitution for any royalty payments that we received from Elysium, which payments could materially harm our business, or be subject to other remedies, including injunctive relief. Further, if we are unsuccessful in resolving the Patent Claim on favorable terms, or if the U.S. Patent and Trademark Office invalidates the two patents subject to the inter partes review, we may lose the competitive advantage that is provided by the subject intellectual property rights, which would have a material adverse effect on our business. In addition, Elysium has not paid us approximately $2.7 million for previous purchase orders. We may not collect the full amount owed to us by Elysium, and as a result, we may have to write off a large portion of that amount as uncollectible expense. We cannot predict the outcome of our litigation with Elysium, which could have any of the results described above or other results that could materially ~~harm~~adversely affect our business.

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*Interruptions in our relationships or declines in our business with major customers could materially ~~ham~~harm our business and financial results.

~~Two~~One of our customers accounted for approximately ~~50%~~17% of our sales during the ~~three months~~quarter ended ~~September~~June 30, ~~2017.~~2019. Any interruption in our relationship or decline in our business with ~~these customers~~this customer or other customers upon whom we become highly dependent could cause harm to our business. Factors that could influence our relationship with our customers upon whom we may become highly dependent include:

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our ability to maintain our products at prices that are competitive with those of our competitors;

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our ability to maintain quality levels for our products sufficient to meet the expectations of our customers;

●

our ability to produce, ship and deliver a sufficient quantity of our products in a timely manner to meet the needs of our customers;

●

our ability to continue to develop and launch new products that our customers feel meet their needs and requirements, with respect to cost, timeliness, features, performance and other factors;

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our ability to provide timely, responsive and accurate customer support to our customers; and

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the ability of our customers to effectively deliver, market and increase sales of their own products based on ours.

*In an effort to promote and better market our consumer products, we have made a strategic decision to not ship NIAGEN® to certain ingredient segment customers, which could potentially ~~harm~~materially adversely affect our overall sales.

By developing and selling TRU NIAGEN®, our own consumer standalone NIAGEN® supplement product, we are in direct competition with some of our current ingredients segment customers that use NIAGEN® in the products that are sold to consumers. In an effort to promote and better market our consumer product, we have made a strategic decision not to ~~not~~ ship NIAGEN® to certain ~~ingredient~~ingredients segment customers, which will have a negative effect on our ingredient segment sales. For example, sales for our ingredients segment for the ~~nine-month period~~year ended ~~September 30, 2017~~December 31, 2018 decreased ~~45%~~23% compared to the ~~same period in 2016.~~year ended December 30, 2017. Additionally, as our own consumer product becomes more prominent and widely adopted by consumers, the competition with our consumer product could potentially further harm the sales of our ingredients segment business, and our sales of NIAGEN® for our ingredients segment may further decrease. The sales of our consumer product may not outweigh the decrease in sales of our ingredients segment, which would lead to an overall decrease in our sales. Sales for our ingredients segment represented approximately ~~63%~~14% of the Company’s revenue for ~~2016,~~the first six months of 2019, and sales of NIAGEN® accounted for approximately ~~71%~~76% of our ingredient segment’s total sales in ~~2016,~~the first six months of 2019, or ~~45%~~10% of our overall revenue, so any harm to our NIAGEN® ingredient sales, if not compensated for by sales of our consumer product, may materially ~~and negatively~~adversely affect our business.

Our future success largely depends on sales of our TRU NIAGEN®product.

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In connection with our strategic shift from an ingredient and testing company to a consumer focused company, we expect to generate a significant percentage of our future revenue from sales of our TRU NIAGEN® product. As a result, the market acceptance of TRU NIAGEN® is critical to our continued success, and if we are unable to expand market acceptance of TRU NIAGEN®, our business, results of operations, financial condition, liquidity and growth prospects would be materially adversely affected.

Decline in the state of the global economy and financial market conditions could adversely affect our ability to conduct business and our results of operations.

Global economic and financial market conditions, including disruptions in the credit markets and the impact of the global economic deterioration may materially impact our customers and other parties with whom we do business. These conditions could negatively affect our future sales of our ingredient lines as many consumers consider the purchase of nutritional products discretionary. Decline in general economic and financial market conditions could materially adversely affect our financial condition and results of operations. Specifically, the impact of these volatile and negative conditions may include decreased demand for our products and services, a decrease in our ability to accurately forecast future product trends and demand, and a negative impact on our ability to timely collect receivables from our customers. The foregoing economic conditions may lead to increased levels of bankruptcies, restructurings and liquidations for our customers, scaling back of research and development expenditures, delays in planned projects and shifts in business strategies for many of our customers. Such events could, in turn, adversely affect our business through loss of sales.

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We may need to increase the size of our organization, and we can provide no assurance that we will successfully expand operations or manage growth effectively.

Our significant increase in the scope and the scale of our product launches, including the hiring of additional personnel, has resulted in significantly higher operating expenses. As a result, we anticipate that our operating expenses will continue to increase. Expansion of our operations may also cause a significant demand on our management, finances and other resources. Our ability to manage the anticipated future growth, should it occur, will depend upon a significant expansion of our accounting and other internal management systems and the implementation and subsequent improvement of a variety of systems, procedures and controls. There can be no assurance that significant problems in these areas will not occur. Any failure to expand these areas and implement and improve such systems, procedures and controls in an efficient manner at a pace consistent with our business could have a material adverse effect on our business, financial condition and results of operations. There can be no assurance that our attempts to expand our marketing, sales, manufacturing and customer support efforts will be successful or will result in additional sales or profitability in any future period. As a result of the expansion of our operations and the anticipated increase in our operating expenses, as well as the difficulty in forecasting revenue levels, we expect to continue to experience significant fluctuations in our results of operations.

*Changes in our business strategy, including entering the consumer product market, or restructuring of our businesses may increase our costs or otherwise affect the profitability of our businesses.

As changes in our business environment occur we may adjust our business strategies to meet these changes or we may otherwise decide to restructure our operations or ~~particular~~ businesses or assets. In addition, external events including changing technology, changing consumer patterns and changes in macroeconomic conditions may impair the value of our assets. When these changes or events occur, we may incur costs to change our business strategy and may need to write down the value of assets. In any of these events, our costs may increase, we may have significant charges associated with the write-down of assets or returns on new investments may be lower than prior to the change in strategy or restructuring. For example, if we are not successful in developing our consumer product business, our sales may decrease and our costs may increase.

*The success of our ~~ingredient~~consumer product and ~~consumer product~~ingredient business is linked to the size and growth rate of the vitamin, mineral and dietary supplement market and an adverse change in the size or growth rate of that market could have a material adverse effect on us.

An adverse change in the size or growth rate of the vitamin, mineral and dietary supplement market could have a material adverse effect on our business. Underlying market conditions are subject to change based on economic conditions, consumer preferences and other factors that are beyond our control, including media attention and scientific research, which may be positive or negative.

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*OurThe future growth and profitability of our consumer product business will depend in large part upon the effectiveness and efficiency of our marketing ~~expenditures~~efforts and our ability to select effective markets and media in which to market and advertise.

Our consumer products business success depends on our ability to attract and retain customers, which significantly depends on our marketing practices. Our future growth and profitability will depend in large part upon the effectiveness and efficiency of our marketing ~~expenditures,~~efforts, including our ability to:

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create greater awareness of our brand;

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identify the most effective and efficient levels of spending in each market, media and specific media vehicle;

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determine the appropriate creative messages and media mix for advertising, marketing and promotional expenditures;

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effectively manage marketing costs (including creative and media) ~~in order~~ to maintain acceptable customer acquisition costs;

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acquire cost-effective television advertising;

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select the most effective markets, media and specific media vehicles in which to market and advertise; and

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convert consumer inquiries into actual orders.

Unfavorable publicity or consumer perception of our products and any similar products distributed by other companies could have a material adverse effect on our business.

We believe the nutritional supplement market is highly dependent upon consumer perception regarding the safety, efficacy and quality of nutritional supplements generally, as well as of products distributed specifically by us. Consumer perception of our products can be significantly influenced by scientific research or findings, regulatory investigations, litigation, national media attention and other publicity regarding the consumption of nutritional supplements. We cannot assure you that future scientific research, findings, regulatory proceedings, litigation, media attention or other favorable research findings or publicity will be favorable to the nutritional supplement market or any ~~particular~~ product, or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favorable than, or that question, such earlier research reports, findings or publicity could have a material adverse effect on the demand for our products and consequently on our business, results of operations, financial condition and cash flows.

Our dependence upon consumer perceptions means that adverse scientific research reports, findings, regulatory proceedings, litigation, media attention or other publicity, ~~whether or not~~if accurate or with merit, could have a material adverse effect on the demand for our products, the availability and pricing of our ingredients, and our business, results of operations, financial condition and cash flows. Further, adverse public reports or other media attention regarding the safety, efficacy and quality of nutritional supplements in general, or our products specifically, or associating the consumption of nutritional supplements with illness, could have such a material adverse effect. Any such adverse public reports or other media attention could arise even if the adverse effects associated with such products resulted from consumers’ failure to consume such products appropriately or as directed and the content of such public reports and other media attention may be beyond our control.

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*We may incur material product liability claims, which could increase our costs and adversely affect our reputation, revenues and operating income.

As ~~an ingredient supplier and~~a consumer product and ingredient supplier we market and manufacture products designed for human and animal consumption, we are subject to product liability claims if the use of our products is alleged to have resulted in injury. Our products consist of vitamins, minerals, herbs and other ingredients that are classified as ~~foods,~~food ingredients, dietary supplements, or natural health products, and, in most cases, are not necessarily subject to pre-market regulatory approval in the United States. Some of our products contain innovative ingredients that do not have long histories of human consumption. Previously unknown adverse reactions resulting from human consumption of these ingredients could occur. In addition, the products we sell are produced by third-party manufacturers. As a marketer of products manufactured by third parties, we also may be liable for various product liability claims for products we do not manufacture. We may, in the future, be subject to various product liability claims, including, among others, that our products include inadequate instructions for use or inadequate warnings concerning possible side effects and interactions with other substances. A product liability claim against us could result in increased costs and could adversely affect our reputation with our customers, which, in turn, could have a materially adverse effect on our business, results of operations, financial condition and cash flows.

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We acquire a significant amount of key ingredients for our products from foreign suppliers, and may be negatively affected by the risks associated with international trade and importation issues.

We acquire a significant amount of key ingredients for a number of our products from suppliers outside of the United States, particularly India and China. Accordingly, the acquisition of these ingredients is subject to the risks generally associated with importing raw materials, including, among other factors, delays in shipments, changes in economic and political conditions, quality assurance, nonconformity to specifications or laws and regulations, tariffs, trade disputes and foreign currency fluctuations. While we have a supplier certification program and audit and inspect our suppliers’ facilities as necessary both in the United States and internationally, we cannot assure you that raw materials received from suppliers outside of the United States will conform to all specifications, laws and regulations. There have in the past been quality and safety issues in our industry with certain items imported from overseas. We may incur additional expenses and experience shipment delays due to preventative measures adopted by the Indian and U.S. governments, our suppliers and our company.

The insurance industry has become more selective in offering some types of coverage and we may not be able to obtain insurance coverage in the future.

The insurance industry has become more selective in offering some types of insurance, such as product liability, product recall, property and directors’ and officers’ liability insurance. Our current insurance program is consistent with both our past level of coverage and our risk management policies. However, we cannot assure you that we will be able to obtain comparable insurance coverage on favorable terms, or at all, in the future. Certain of our customers as well as prospective customers require that we maintain minimum levels of coverage for our products. Lack of coverage or coverage below these minimum required levels could cause these customers to materially change business terms or to cease doing business with us entirely.

*If we experience product recalls, we may incur significant and unexpected costs, and our business reputation could be adversely affected.

We may be exposed to product recalls and adverse public relations if our products are alleged to be mislabeled or ~~alleged~~ to cause injury or illness, or if we are alleged to have violated governmental regulations. A product recall could result in substantial and unexpected expenditures, which would reduce operating profit and cash flow. In addition, a product recall may require significant management attention. Product recalls may hurt the value of our brands and lead to decreased demand for our products. Product recalls also may lead to increased scrutiny by federal, state or international regulatory agencies of our operations and increased litigation and could have a material adverse effect on our business, results of operations, financial condition and cash flows.

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*We depend on key personnel, the loss of any of which could negatively affect our business.

We depend greatly on Frank L. Jaksch Jr., Robert N. Fried, Kevin M. Farr, ~~Troy A. Rhonemus~~Mark J. Friedman, Lisa Bratkovich and ~~Robert N. Fried~~Matthew Roberts, who are our Executive Chairman of the Board, Chief Executive Officer, Chief Financial Officer, General Counsel, Chief ~~Operating~~Marketing Officer and ~~President and~~ Chief ~~Strategy~~Scientific Officer, respectively. We also depend greatly on other key employees, including key scientific and marketing personnel. In general, only highly qualified and trained scientists have the necessary skills to develop our products and provide our services. Only marketing personnel with specific experience and knowledge in health care are able to effectively market our products. In addition, some of our manufacturing, quality control, safety and compliance, information technology, sales and e-commerce related positions are highly technical as well. We face intense competition for these professionals from our competitors, customers, marketing partners and other companies throughout the industries in which we compete. Our success will depend, in part, upon our ability to attract and retain additional skilled personnel, which will require substantial additional funds. There can be no assurance that we will be able to find and attract additional qualified employees or retain any such personnel. Our inability to hire qualified personnel, the loss of services of our key personnel, or the loss of services of executive officers or key employees that may be hired in the future may have a material and adverse effect on our business.

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*Our operating results may fluctuate significantly as a result of a variety of factors, many of which are outside of our control.

We are subject to the following factors, among others, that may negatively affect our operating results:

●

the announcement or introduction of new products by our competitors;

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our ability to upgrade and develop our systems and infrastructure to accommodate growth;

●

the decision by significant customers to reduce purchases;

●

disputes and litigation with competitors;

●

our ability to attract and retain key personnel in a timely and cost-effective manner;

●

technical difficulties;

●

the amount and timing of operating costs and capital expenditures relating to the expansion of our business, operations and infrastructure;

●

regulation by federal, state or local governments; and

●

general economic conditions as well as economic conditions specific to the healthcare industry.

As a result of our limited operating history and the nature of the markets in which we compete, it is extremely difficult for us to make accurate forecasts. We have based our current and future expense levels largely on our investment plans and estimates of future events although certain of our expense levels are, to a large extent, fixed. Assuming our products reach the market, we may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. Accordingly, any significant shortfall in revenues relative to our planned expenditures would have an immediate adverse effect on our business, results of operations and financial condition. Further, as a strategic response to changes in the competitive environment, we may from time to time make certain pricing, service or marketing decisions that could have a material and adverse effect on our business, results of operations and financial condition. Due to the foregoing factors, our revenues and operating results are and will remain difficult to forecast.

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We face significant competition, including changes in pricing.

The markets for our products and services are both competitive and price sensitive. Many of our competitors have significant financial, operations, sales and marketing resources and experience in research and development. Competitors could develop new technologies that compete with our products and services or even render our products obsolete. If a competitor develops superior technology or cost-effective alternatives to our products and services, our business could be seriously harmed.

The markets for some of our products are also subject to specific competitive risks because these markets are highly price competitive. Our competitors have competed in the past by lowering prices on certain products. If they do so again, we may be forced to respond by lowering our prices. This would reduce sales revenues and increase losses. Failure to anticipate and respond to price competition may also impact sales and aggravate losses.

We believe that customers in our markets display a significant amount of loyalty to their supplier of a particular product. To the extent we are not the first to develop, offer and/or supply new products, customers may buy from our competitors or make materials themselves, causing our competitive position to suffer.

Many of our competitors are larger and have greater financial and other resources than we do.

Our products compete and will compete with other similar products produced by our competitors. These competitive products could be marketed by well-established, successful companies that possess greater financial, marketing, distributional, personnel and other resources than we possess. Using these resources, these companies can implement extensive advertising and promotional campaigns, both generally and in response to specific marketing efforts by competitors, and enter into new markets more rapidly to introduce new products. In certain instances, competitors with greater financial resources also may be able to enter a market in direct competition with us, offering attractive marketing tools to encourage the sale of products that compete with our products or present cost features that consumers may find attractive.

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We may never develop any additional products to commercialize.

We have invested a substantial amount of our time and resources in developing various new products. Commercialization of these products will require additional development, clinical evaluation, regulatory approval, significant marketing efforts and substantial additional investment before they can provide us with any revenue. Despite our efforts, these products may not become commercially successful products for a number of reasons, including but not limited to:

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we may not be able to obtain regulatory approvals for our products, or the approved indication may be narrower than we seek;

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our products may not prove to be safe and effective in clinical trials;

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we may experience delays in our development program;

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any products that are approved may not be accepted in the marketplace;

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we may not have adequate financial or other resources to complete the development or to commence the commercialization of our products or will not have adequate financial or other resources to achieve significant commercialization of our products;

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we may not be able to manufacture any of our products in commercial quantities or at an acceptable cost;

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rapid technological change may make our products obsolete;

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we may be unable to effectively protect our intellectual property rights or we may become subject to claims that our activities have infringed the intellectual property rights of others; and

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we may be unable to obtain or defend patent rights for our products.

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We may not be able to partner with others for technological capabilities and new products and services.

Our ability to remain competitive may depend, in part, on our ability to continue to seek partners that can offer technological improvements and improve existing products and services that are offered to our customers. We are committed to attempting to keep pace with technological change, to stay abreast of technology changes and to look for partners that will develop new products and services for our customer base. We cannot assure prospective investors that we will be successful in finding partners or be able to continue to incorporate new developments in technology, to improve existing products and services, or to develop successful new products and services, nor can we be certain that newly developed products and services will perform satisfactorily or be widely accepted in the marketplace or that the costs involved in these efforts will not be substantial.

If we fail to maintain adequate quality standards for our products and services, our business may be adversely affected and our reputation harmed.

Dietary supplement, nutraceutical, food and beverage, functional food, analytical laboratories, pharmaceutical and cosmetic customers are often subject to rigorous quality standards to obtain and maintain regulatory approval of their products and the manufacturing processes that generate them. A failure to maintain, or, in some instances, upgrade our quality standards to meet our customers’ needs, could cause damage to our reputation and potentially substantial sales losses.

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*Our ability to protect our intellectual property and proprietary technology through patents and other means is uncertain and may be inadequate, which would have a material and adverse effect on us.

Our success depends significantly on our ability to protect our proprietary rights to the technologies used in our products. We rely on patent protection, as well as a combination of copyright, trade secret and trademark laws and nondisclosure, confidentiality and other contractual restrictions to protect our proprietary technology, including our licensed technology. However, these legal means afford only limited protection and may not adequately protect our rights or permit us to gain or keep any competitive advantage. For example, our pending United States and foreign patent applications may not issue as patents in a form that will be advantageous to us or may issue and be subsequently successfully challenged by others and invalidated. In addition, our pending patent applications include claims to material aspects of our products and procedures that are not currently protected by issued patents. Both the patent application process and the process of managing patent disputes can be time consuming and expensive. Competitors may be able to design around our patents or develop products which provide outcomes which are comparable or even superior to ours. Steps that we have taken to protect our intellectual property and proprietary technology, including entering into confidentiality agreements and intellectual property assignment agreements with some of our officers, employees, consultants and advisors, may not provide us with meaningful protection for our trade secrets or other proprietary information in the event of unauthorized use or disclosure or other breaches of the agreements. Furthermore, the laws of foreign countries may not protect our intellectual property rights to the same extent as do the laws of the United States.

In the event a competitor infringes ~~upon~~ our licensed or pending patent or other intellectual property rights, enforcing those rights may be costly, uncertain, difficult and time consuming. Even if successful, litigation to enforce our intellectual property rights or to defend our patents against challenge could be expensive and time consuming and could divert our management’s attention. As further described in Part II, Item 1 of this Quarterly Report on Form 10-Q, we are currently involved in patent litigation, as Elysium is claiming that we misused certain patent rights, and has filed a petition with the U.S. Patent and Trademark Office for inter partes review of two patents to which we are the exclusive licensee. If we are unsuccessful in resolving the patent misuse claim on favorable terms, or if the U.S. Patent and Trademark Office invalidates the two patents subject to the inter partes review, we may lose the competitive advantage that is provided by the subject intellectual property rights, which could have a material adverse effect on our business. We may not have sufficient resources to enforce our intellectual property rights or to defend our patents rights against a challenge. The failure to obtain patents and/or protect our intellectual property rights could have a material and adverse effect on our business, results of operations and financial condition.

*Our patents and licenses may be subject to challenge on validity grounds, and our patent applications may be rejected.

We rely on our patents, patent applications, licenses and other intellectual property rights to give us a competitive advantage. Whether a patent is valid, or whether a patent application should be granted, is a complex matter of science and law, and therefore we cannot be certain that, if challenged, our patents, patent applications and/or other intellectual property rights would be upheld. If one or more of those patents, patent applications, licenses and other intellectual property rights are invalidated, rejected or found unenforceable, that could reduce or eliminate any competitive advantage we might otherwise have had. For example, as further described in Part II, Item 1 of this Quarterly Report on Form 10-Q, we are currently involved in patent litigation, as Elysium is claiming that we misused certain patent rights, and has filed a petition with the U.S. Patent and Trademark Office for inter partes review of two patents to which we are the exclusive licensee. If we are unsuccessful in resolving the patent misuse claim on favorable terms, or if the U.S. Patent and Trademark Office invalidates the two patents subject to the inter partes review, we may lose the competitive advantage that is provided by the subject intellectual property rights, which could have a material adverse effect on our business.

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We may become subject to claims of infringement or misappropriation of the intellectual property rights of others, which could prohibit us from developing our products, require us to obtain licenses from third parties or to develop non-infringing alternatives and subject us to substantial monetary damages.

Third parties could, in the future, assert infringement or misappropriation claims against us with respect to products we develop. Whether a product infringes a patent or misappropriates other intellectual property involves complex legal and factual issues, the determination of which is often uncertain. Therefore, we cannot be certain that we have not infringed the intellectual property rights of others. ~~Our~~There may be third-party patents or patent applications with claims to materials, formulations, methods of manufacture or methods for use related to the use or manufacture of our products, and our potential competitors may assert that some aspect of our product infringes their patents. Because patent applications may take years to issue, there also may be applications now pending of which we are unaware that may later result in issued patents upon which our products could infringe. There also may be existing patents or pending patent applications of which we are unaware upon which our products may inadvertently infringe.

Any infringement or misappropriation claim could cause us to incur significant costs, place significant strain on our financial resources, divert management’s attention from our business and harm our reputation. If the relevant patents in such claim were upheld as valid and enforceable and we were found to infringe them, we could be prohibited from manufacturing or selling any product that is found to infringe unless we could obtain licenses to use the technology covered by the patent or are able to design around the patent. We may be unable to obtain such a license on terms acceptable to us, if at all, and we may not be able to redesign our products to avoid ~~infringement.~~infringement, which could materially impact our revenue. A court could also order us to pay compensatory damages for such infringement, plus prejudgment interest and could, in addition, treble the compensatory damages and award attorney fees. These damages could be substantial and could harm our reputation, business, financial condition and operating results. A court also could enter orders that temporarily, preliminarily or permanently enjoin us and our customers from making, using, or selling products, and could enter an order mandating that we undertake certain remedial activities. Depending on the nature of the relief ordered by the court, we could become liable for additional damages to third parties.

*The prosecution and enforcement of patents licensed to us by third parties are not within our control. Without these technologies, our products may not be successful and our business would be harmed if the patents were infringed on or misappropriated without action by such third parties.

We have obtained licenses from third parties for patents and patent application rights related to the products we are developing, allowing us to use intellectual property rights owned by or licensed to these third parties. We do not control the maintenance, prosecution, enforcement or strategy for many of these patents or patent application rights and as such are dependent in part on the owners of the intellectual property rights to maintain their viability. If any third party licensor is unable to successfully maintain, prosecute or enforce the licensed patents and/or patent application rights related to our products, we may become subject to infringement or misappropriate claims or lose our competitive advantage. Without access to these technologies or suitable design-around or alternative technology options, our ability to conduct our business could be impaired significantly. As further described in Part II, Item 1 of this Quarterly Report on Form 10-Q, Elysium has filed a petition with the U.S. Patent and Trademark Office for inter partes review of two patents to which we are the exclusive licensee. Pursuant to the exclusive license agreement with the Trustees of Dartmouth College (“Dartmouth”), Dartmouth controls all future preparation, filing, prosecution and maintenance of the two patents subject to such inter partes review.

We may be subject to damages resulting from claims that we, our employees, or our independent contractors have wrongfully used or disclosed alleged trade secrets of others.

Some of our employees were previously employed at other dietary supplement, nutraceutical, food and beverage, functional food, analytical laboratories, pharmaceutical and cosmetic companies. We may also hire additional employees who are currently employed at other such companies, including our competitors. Additionally, consultants or other independent agents with which we may contract may be or have been in a contractual arrangement with one or more of our competitors. We may be subject to claims that these employees or independent contractors have used or disclosed such other party’s trade secrets or other proprietary information. Litigation may be necessary to defend against these claims. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to our management. If we fail to defend such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. A loss of key personnel or their work product could hamper or prevent our ability to market existing or new products, which could severely harm our business.

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*Litigation may harm our business.

Substantial, complex or extended litigation could cause us to incur significant costs and distract our management. For example, lawsuits by employees, stockholders, collaborators, distributors, customers, competitors or others could be very costly and substantially disrupt our business. Disputes from time to time with such companies, organizations or individuals are not uncommon, and we cannot assure you that we will always be able to resolve such disputes or on terms favorable to us. As further described in Part II, Item 1 of this Quarterly Report on Form 10-Q, we are currently involved in substantial and complex litigation with Elysium. Unexpected results could cause us to have financial exposure in these matters in excess of recorded reserves and insurance coverage, requiring us to provide additional reserves to address these liabilities, therefore impacting profits.

Our sales and results of operations for our analytical reference standards and services segment depend on our customers’ research and development efforts and their ability to obtain funding for these efforts.

Our analytical reference standards and services segment customers include researchers at pharmaceutical and biotechnology companies, chemical and related companies, academic institutions, government laboratories and private foundations. Fluctuations in the research and development budgets of these researchers and their organizations could have a significant effect on the demand for our products. Our customers determine their research and development budgets based on several factors, including the need to develop new products, the availability of governmental and other funding, competition and the general availability of resources. As we continue to expand our international operations, we expect research and development spending levels in markets outside of the United States will become increasingly important to us.

Research and development budgets fluctuate due to changes in available resources, spending priorities, general economic conditions, institutional and governmental budgetary limitations and mergers of pharmaceutical and biotechnology companies. Our business could be harmed by any significant decrease in life science and high technology research and development expenditures by our customers. In particular, a small portion of our sales has been to researchers whose funding is dependent on grants from government agencies such as the United States National Institute of Health, the National Science Foundation, the National Cancer Institute and similar agencies or organizations. Government funding of research and development is subject to the political process, which is often unpredictable. Other departments, such as Homeland Security or Defense, or general efforts to reduce the United States federal budget deficit could be viewed by the government as a higher priority. Any shift away from funding of life science and high technology research and development or delays surrounding the approval of governmental budget proposals may cause our customers to delay or forego purchases of our products and services, which could seriously damage our business.

Some of our customers receive funds from approved grants at a particular time of year, many times set by government budget cycles. In the past, such grants have been frozen for extended periods or have otherwise become unavailable to various institutions without ~~advance~~ notice. The timing of the receipt of grant funds may affect the timing of purchase decisions by our customers and, as a result, cause fluctuations in our sales and operating results.

Demand for our products and services are subject to the commercial success of our customers’ products, which may vary for reasons outside our control.

Even if we are successful in securing utilization of our products in a customer’s manufacturing process, sales of many of our products and services remain dependent on the timing and volume of the customer’s production, over which we have no control. The demand for our products depends on regulatory approvals and frequently depends on the commercial success of the customer’s supported product. Regulatory processes are complex, lengthy, expensive, and can often take years to complete.

We may bear financial risk if we under-price our contracts or overrun cost estimates.

In cases where our contracts are structured as fixed price or fee-for-service with a cap, we bear the financial risk if we initially under-price our contracts or otherwise overrun our cost estimates. Such ~~under-pricing~~underpricing or significant cost overruns could have a material adverse effect on our business, results of operations, financial condition and cash flows.

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We rely on single or a limited number of third-party suppliers for the raw materials required ~~for the production of~~to produce our products.

Our dependence on a limited number of third-party suppliers or on a single supplier, and the challenges we may face in obtaining adequate supplies of raw materials, involve several risks, including limited control over pricing, availability, quality and delivery schedules. We cannot be certain that our current suppliers will continue to provide us with the quantities of these raw materials that we require or satisfy our anticipated specifications and quality requirements. Any supply interruption in limited or sole sourced raw materials could materially harm our ability to manufacture our products until a new source of supply, if any, could be identified and qualified. Although we believe there are other suppliers of these raw materials, we may be unable to find a sufficient alternative supply channel in a reasonable time or on commercially reasonable terms. Any performance failure on the part of our suppliers could delay the development and commercialization of our products, or interrupt production of then existing products that are already marketed, which would have a material adverse effect on our business.

*We may not be successful in acquiring complementary businesses or products on favorable terms.

As part of our business strategy, we intend to consider acquisitions of similar or complementary ~~businesses.~~businesses or products. No assurance can be given that we will be successful in identifying attractive acquisition candidates or completing acquisitions on favorable terms. In addition, any future acquisitions will be accompanied by the risks commonly associated with acquisitions. These risks include potential exposure to unknown liabilities of acquired companies or to acquisition costs and expenses, the difficulty and expense of integrating the operations and personnel of the acquired companies, the potential disruption to the business of the combined company and potential diversion of our management's time and attention, the impairment of relationships with and the possible loss of key employees and clients as a result of the changes in management, the incurrence of amortization expenses and write-downs and dilution to the shareholders of the combined company if the acquisition is made for stock of the combined company. In addition, successful completion of an acquisition may depend on consents from third parties, including regulatory authorities and private parties, which consents are beyond our control. There can be no assurance that products, technologies or businesses of acquired companies will be effectively assimilated into the business or product offerings of the combined company or will have a positive effect on the combined company's revenues or earnings. Further, the combined company may incur significant expense to complete acquisitions and to support the acquired products and businesses. Any such acquisitions may be funded with cash, debt or equity, which could have the effect of diluting or otherwise adversely affecting the holdings or the rights of our existing stockholders.

If we experience a significant disruption in our information technology systems or if we fail to implement new systems and software successfully, our business could be adversely affected.

We depend on information systems throughout our company to control our manufacturing processes, process orders, manage inventory, process and bill shipments and collect cash from our customers, respond to customer inquiries, contribute to our overall internal control processes, maintain records of our property, plant and equipment, and record and pay amounts due vendors and other creditors. If we were to experience a prolonged disruption in our information systems that involve interactions with customers and suppliers, it could result in the loss of sales and customers and/or increased costs, which could adversely affect our overall business operation.

*Our cash flows and capital resources may be insufficient to make required payments on future indebtedness.

On November 4, 2016, we entered into entered into a business financing agreement (the “Financing Agreement”) with Western Alliance Bank (“Western Alliance”), in order to establish a formula based revolving credit line pursuant to which the Company may borrow an aggregate principal amount of up to $5,000,000, subject to the terms and conditions of the Financing Agreement. The interest rate will be calculated at a floating rate per month equal to (a) the greater of (i) 3.50% per year or (ii) the Prime Rate published in the Money Rates section of the Western Edition of The Wall Street Journal, or such other rate of interest publicly announced by Lender as its Prime Rate, plus (b) 2.50 percentage points. Any borrowings, interest or other fees or obligations that the Company owes Western Alliance pursuant to the Financing Agreement (the “Obligations”) will be become due and payable on November 4, 2018.

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As of September 30, 2017 and November 8, 2017, we did not have any indebtedness under the Financing Agreement. However, we may incur indebtedness in the future and such indebtedness could have important consequences to you. For example, it could:

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~~make it difficult for us to satisfy our other debt obligations;~~

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~~make us more vulnerable to general adverse economic and industry conditions;~~

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~~limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions and other general corporate requirements;~~

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~~expose us to interest rate fluctuations because the interest rate on the debt under the Financing Agreement is variable;~~

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~~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;~~

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~~limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and~~

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~~place us at a competitive disadvantage compared to competitors that may have proportionately less debt and greater financial resources.~~

In addition, our ability to make payments or refinance our obligations depends on our successful financial and operating performance, cash flows and capital resources, which in turn depend upon prevailing economic conditions and certain financial, business and other factors, many of which are beyond our control. These factors include, among others:

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~~economic and demand factors affecting our industry;~~

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~~pricing pressures;~~

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~~increased operating costs;~~

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~~competitive conditions; and~~

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~~other operating difficulties.~~

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell material assets or operations, obtain additional capital or restructure our debt. In the event that we are required to dispose of material assets or operations to meet our debt service and other obligations, the value realized on such assets or operations will depend on market conditions and the availability of buyers. Accordingly, any such sale may not, among other things, be for a sufficient dollar amount. Our obligations pursuant to the Financing Agreement are secured by a security interest in all of our assets, exclusive of intellectual property. The foregoing encumbrances may limit our ability to dispose of material assets or operations. We also may not be able to restructure our indebtedness on favorable economic terms, if at all.

~~We may incur additional indebtedness in the future. Our incurrence of additional indebtedness would intensify the risks described above.~~

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~~The Financing Agreement contains various covenants limiting the discretion of our management in operating our business.~~

The Financing Agreement contains various restrictive covenants that limit our management's discretion in operating our business. In particular, these instruments limit our ability to, among other things:

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~~incur additional debt;~~

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~~grant liens on assets;~~

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~~make investments, including capital expenditures;~~

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~~sell or acquire assets outside the ordinary course of business; and~~

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~~make fundamental business changes.~~

If we fail to comply with the restrictions in the Financing Agreement, a default may allow the creditors under the relevant instruments to accelerate the related debt and to exercise their remedies under these agreements, which will typically include the right to declare the principal amount of that debt, together with accrued and unpaid interest and other related amounts, immediately due and payable, to exercise any remedies the creditors may have to foreclose on assets that are subject to liens securing that debt and to terminate any commitments they had made to supply further funds.

If we are unable to maintain sales, marketing and distribution capabilities or maintain arrangements with third parties to sell, market and distribute our products, our business may be harmed.

To achieve commercial success for our products, we must sell our product lines and/or technologies at favorable prices. In addition to being expensive, maintaining such a sales force is time-consuming. Qualified direct sales personnel with experience in the natural products industry are in high demand, and there can be no assurance that we will be able to hire or retain an effective direct sales team. Similarly, qualified independent sales representatives both within and outside the United States are in high demand, and we may not be able to build an effective network for the distribution of our product through such representatives. There can be no assurance that we will be able to enter into contracts with representatives on terms acceptable to us. Furthermore, there can be no assurance that we will be able to build an alternate distribution framework should we attempt to do so.

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We may also need to contract with third parties in order to market our products. To the extent that we enter into arrangements with third parties to perform marketing and distribution services, our product revenue could be lower and our costs higher than if we directly marketed our products. Furthermore, to the extent that we enter into co-promotion or other marketing and sales arrangements with other companies, any revenue received will depend on the skills and efforts of others, and we do not know whether these efforts will be successful. If we are unable to establish and maintain adequate sales, marketing and distribution capabilities, independently or with others, we will not be able to generate product revenue, and may not become profitable.

Our business could be negatively impacted by cyber security threats.

~~- 43 -~~In the ordinary course of our business, we use our data centers and our networks to store and access our proprietary business information. We face various cyber security threats, including cyber security attacks to our information technology infrastructure and attempts by others to gain access to our proprietary or sensitive information. The procedures and controls we use to monitor these threats and mitigate our exposure may not be sufficient to prevent cyber security incidents. The result of these incidents could include disrupted operations, lost opportunities, misstated financial data, liability for stolen assets or information, increased costs arising from the implementation of additional security protective measures, litigation and reputational damage. Any remedial costs or other liabilities related to cyber security incidents may not be fully insured or indemnified by other means.

Risks Related to Regulatory Approval of Our Products and Other Government Regulations

We are subject to regulation by various federal, state and foreign agencies that require us to comply with a wide variety of regulations, including those regarding the manufacture of products, advertising and product label claims, the distribution of our products and environmental matters. Failure to comply with these regulations could subject us to fines, penalties and additional costs.

Some of our operations are subject to regulation by various United States federal agencies and similar state and international agencies, including the Department of Commerce, the FDA, the FTC, the Department of Transportation and the Department of Agriculture. These regulations govern a wide variety of product activities, from design and development to labeling, manufacturing, handling, sales and distribution of products. If we fail to comply with any of these regulations, we may be subject to fines or penalties, have to recall products and/or cease their manufacture and distribution, which would increase our costs and reduce our sales.

We are also subject to various federal, state, local and international laws and regulations that govern the handling, transportation, manufacture, use and sale of substances that are or could be classified as toxic or hazardous substances. Some risk of environmental damage is inherent in our operations and the products we manufacture, sell, or distribute. Any failure by us to comply with the applicable government regulations could also result in product recalls or impositions of fines and restrictions on our ability to carry on with or expand in a portion or possibly all of our operations. If we fail to comply with any or all of these regulations, we may be subject to fines or penalties, have to recall products and/or cease their manufacture and distribution, which would increase our costs and reduce our sales.

Government regulations of our customer’s business are extensive and are constantly changing. Changes in these regulations can significantly affect customer demand for our products and services.

The process by which our customers’ industries are regulated is controlled by government agencies and depending on the market segment can be very expensive, time consuming, and uncertain. Changes in regulations or the enforcement practices of current regulations could have a negative impact on our customers and, in turn, our business. At this time, it is unknown how the FDA will interpret and to what extent it will enforce GMPs, regulations that will likely affect many of our customers. These uncertainties may have a material impact on our results of operations, as lack of enforcement or an interpretation of the regulations that lessens the burden of compliance for the dietary supplement marketplace may cause a reduced demand for our products and services.

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Changes in government regulation or in practices relating to the pharmaceutical, dietary supplement, food and cosmetic industry could decrease the need for the services we provide.

Governmental agencies throughout the world, including in the United States, strictly regulate the pharmaceutical, dietary supplement, food and cosmetic industries. Our business involves helping pharmaceutical and biotechnology companies navigate the regulatory drug approval process. Changes in regulation, such as a relaxation in regulatory requirements or the introduction of simplified drug approval procedures, or an increase in regulatory requirements that we have difficulty satisfying or that make our services less competitive, could eliminate or substantially reduce the demand for our services. Also, if the government makes efforts to contain drug costs and pharmaceutical and biotechnology company profits from new drugs, our customers may spend less, or reduce their spending on research and development. If health insurers were to change their practices with respect to reimbursements for pharmaceutical products, our customers may spend less, or reduce their spending on research and development.

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If we should in the future become required to obtain regulatory approval to market and sell our goods we will not be able to generate any revenues until such approval is received.

The pharmaceutical industry is subject to stringent regulation by a wide range of authorities. While we believe that, given our present business, we are not currently required to obtain regulatory approval to market our goods because, among other things, we do not (i) produce or market any clinical devices or other products, or (ii) sell any medical products or services to the customer, we cannot predict whether regulatory clearance will be required in the future and, if so, whether such clearance will at such time be obtained for any products that we are developing or may attempt to develop. Should such regulatory approval in the future be required, our goods may be suspended or may not be able to be marketed and sold in the United States until we have completed the regulatory clearance process as and if implemented by the FDA. Satisfaction of regulatory requirements typically takes many years, is dependent upon the type, complexity and novelty of the product or service and would require the expenditure of substantial resources.

If regulatory clearance of a good that we propose to propose to market and sell is granted, this clearance may be limited to those particular states and conditions for which the good is demonstrated to be safe and effective, which would limit our ability to generate revenue. We cannot ensure that any good that we develop will meet all of the applicable regulatory requirements needed to receive marketing clearance. Failure to obtain regulatory approval will prevent commercialization of our goods where such clearance is necessary. There can be no assurance that we will obtain regulatory approval of our proposed goods that may require it.

Risks Related to the Securities Markets and Ownership of our Equity Securities

*The market price of our common stock may be volatile and adversely affected by several factors.

The market price of our common stock could fluctuate significantly in response to various factors and events, including, but not limited to:

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our ability to integrate operations, technology, products and services;

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our ability to execute our business plan;

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our operating results are below expectations;

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our issuance of additional securities, including debt or equity or a combination thereof,;

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announcements of technological innovations or new products by us or our competitors;

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acceptance of and demand for our products by consumers;

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media coverage regarding our industry or us;

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litigation;

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disputes with or our inability to collect from significant customers;

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loss of any strategic relationship;

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industry developments, including, without limitation, changes in healthcare policies or practices;

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economic and other external factors;

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reductions in purchases from our large customers;

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period-to-period fluctuations in our financial results; and

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whether an active trading market in our common stock develops and is maintained.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

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Our shares of common stock may be thinly traded, so you may be unable to sell at or near ask prices or at all.

We cannot predict the extent to which an active public market for our common stock will develop or be sustained. This situation may be attributable to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community who generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we have become more seasoned and viable. As a consequence, there may be periods of several days or weeks when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot assure you that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained or not diminish.

We have not paid cash dividends in the past and do not expect to pay cash dividends in the foreseeable future. Any return on investment may be limited to the value of our common stock.

We have never paid cash dividends on our capital stock and do not anticipate paying cash dividends on our capital stock in the foreseeable future. The payment of dividends on our capital stock will depend on our earnings, financial condition and other business and economic factors affecting us at such time as the board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if the common stock price appreciates.

Comprehensive tax reform could adversely affect our business and financial condition.

On December 22, 2017, U.S. federal income tax signed into law (H.R. 1, “An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018”), informally titled the Tax Cuts and Jobs Act, that significantly revises the Internal Revenue Code of 1986, as amended. The Tax Cuts and Jobs Act, among other things, contains significant changes to corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, limitation of the tax deduction for interest expense to 30% of adjusted taxable income (except for certain small businesses), limitation of the deduction for net operating losses carried forward from taxable years beginning after December 31, 2017 to 80% of current year taxable income and elimination of net operating loss carrybacks, one time taxation of offshore earnings at reduced rates regardless of whether they are repatriated, elimination of U.S. tax on foreign earnings (subject to certain important exceptions), immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits (including reducing the business tax credit for certain clinical testing expenses incurred in the testing of certain drugs for rare diseases or conditions). Notwithstanding the reduction in the corporate income tax rate, the overall impact of the Tax Cuts and Jobs Act is uncertain and our business and financial condition could be adversely affected. In addition, it is unknown if and to what extent various states will conform to the Tax Cuts and Jobs Act. The impact of the Tax Cuts and Jobs Act on holders of our common stock is likewise uncertain and could be adverse. We urge our stockholders to consult with their legal and tax advisors with respect to this legislation and the potential tax consequences of investing in or holding our common stock.

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Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

Our federal net operating losses (“NOL”s) generated in taxable years ending prior to 2018 could expire unused. Under the Tax Cuts and Jobs Act, federal NOLs incurred in taxable years ending after December 31, 2017, may be carried forward indefinitely, but the deductibility of federal NOLs generated in tax years beginning after December 31, 2017, is limited. It is uncertain if and to what extent various states will conform to the Tax Cuts and Jobs Act. In addition, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, the corporation’s ability to use its pre-change NOL carryforwards, or NOLs, and other pre-change tax attributes (such as research tax credits) to offset its post-change income may be limited. In addition, we may also experience ownership changes in the future as a result of subsequent shifts in our stock ownership some of which may be outside of our control. As a result, if we earn net taxable income, our ability to use our pre-ownership change NOL carryforwards to offset U.S. federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us. In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.

Stockholders may experience significant dilution if future equity offerings are used to fund operations or acquire complementary businesses.

If future operations or acquisitions are financed through the issuance of additional equity securities, stockholders could experience significant dilution. Securities issued in connection with future financing activities or potential acquisitions may have rights and preferences senior to the rights and preferences of our common stock. In addition, the issuance of shares of our common stock upon the exercise of outstanding options or warrants may result in dilution to our stockholders.

*We may become involved in securities class action litigation that could divert management’s attention and harm our business.

The stock market in general, and the stocks of early stage companies in particular, have experienced extreme price and volume fluctuations. These fluctuations have often been unrelated or disproportionate to the operating performance of the companies involved. If these fluctuations occur in the future, the market price of our shares could fall regardless of our operating performance. In the past, following periods of volatility in the market price of a particular company’s securities, securities class action litigation has often been brought against that company. If the market price or volume of our shares suffers extreme fluctuations, then we may become involved in this type of litigation, which would be expensive and divert management’s attention and resources from managing our business.

As a public company, we may also from time to time make forward-looking statements about future operating results and provide some financial guidance to the public markets. Projections may not be made in a timely manner or ~~set at~~we might fail to reach expected performance levels and could materially affect the price of our shares. Any failure to meet published forward-looking statements that adversely affect the stock price could result in losses to investors, stockholder lawsuits or other litigation, sanctions or restrictions issued by the ~~SEC.~~Securities and Exchange Commission.

*We have a significant number of outstanding options and warrants, and ~~future~~also convertible promissory notes. Future sales of these shares could adversely affect the market price of our common stock.

As of ~~September~~June 30, ~~2017,~~2019, we had outstanding options ~~exercisable~~ for an aggregate of ~~5,922,288~~approximately 10.2 million shares of common stock at a weighted average exercise price of ~~$3.41~~$3.83 per share and outstanding warrants exercisable for an aggregate of ~~470,444~~approximately 0.1 million shares of common stock at ~~a weighted average~~an exercise price of ~~$4.15~~$3.19 per share. In addition, convertible promissory notes in an aggregate amount of $10.0 million (the “Notes”) were outstanding as of June 30, 2019. The maturity date of the Notes is August 15, 2019 and on the maturity date, the Notes will automatically convert into the shares of the Company’s common stock (the “Common Stock”) at a price per share equal to the lesser of (i) $4.59, or (ii) if one or more Common Stock financings occur on or prior to the Maturity Date, the lowest price per share at which the shares of Common Stock are issued in all such financings.

The holders may sell many of these shares in the public markets from time to time, without limitations on the timing, amount or method of sale. As and when our stock price rises, if at all, more outstanding options and warrants will be in-the-money and the holders may exercise their options and warrants and sell a large number of shares. This could cause the market price of our common stock to decline.

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~~ITEM~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On ~~April 26, 2017,~~May 9, 2019, the Company entered into a ~~Securities~~Note Purchase Agreement (the “Purchase Agreement”) with ~~certain purchasers named therein~~Winsave Resources Limited and Pioneer Step Holdings Limited (the “Purchasers”), pursuant to which the Company agreed to sell and issue upthe Notes to ~~$25.0 million of its common stock at a purchase price of $2.60 per share in three tranches of approximately $3.5 million, $16.4 million and $5.1 million, respectively.~~the Purchasers (the “Financing”). The ~~first tranche closed on April 27, 2017, pursuant to which the Company issued 1,346,154 shares of its common stock. The second tranche~~Financing closed on May 24, 2017, pursuant to which the Company issued 6,303,814 shares of its common stock. The third tranche closed on August 18, 2017, pursuant to which the Company issued 1,965,417 shares of its common stock.17, 2019.

The Notes accrue interest at a rate of 5.0% per annum. Pursuant to the original Purchase Agreement, on the date that is 45 days following the closing date (the “Maturity Date”), the Notes will automatically convert into shares of the Company’s ~~common stock sold pursuant~~Common Stock at a price per share equal to the ~~Securities~~lesser of (i) $4.59, or (ii) if one or more Common Stock financings occur on or prior to the Maturity Date, the lowest price per share at which the shares of Common Stock are issued in all such financings. The Purchasers are each existing stockholders of the Company. Pioneer Step Holdings Limited has the right to designate a member of the Company’s board of directors.

On June 30, 2019, the Company and the Purchasers entered into an Omnibus Amendment to the Purchase Agreement ~~were~~and the Notes to (i) remove the restriction on the Company issuing Common Stock during the Restricted Period (as defined in the Purchase Agreement) and (ii) amend the Notes to extend the Maturity Date 45 days from July 1, 2019 to August 15, 2019.

The Notes and the shares of Common Stock, par value $0.001 per share issuable upon conversion of the Notes are not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Company ~~had~~has relied on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder. In connection with the Purchasers’ execution of the ~~Securities~~ Purchase Agreement, the ~~Purchasers’~~Purchasers represented to the Company that they are each an “accredited investor” as defined in Regulation D of the Securities Act and that the securities to be purchased by them ~~were~~will be acquired solely for their own account and for investment purposes and not with a view to the future sale or distribution.

~~ITEM 3~~. ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. 5. OTHER INFORMATION

As previously disclosed in our Current Report on Form 8-K filed on June 12, 2017, on June 9, 2017, ChromaPharma, Inc., entered into a License Agreement (the "License Agreement") and a Research Funding Agreement with the Scripps Research Institute, a California nonprofit public benefit corporation ("TSRI").

Under the terms of the License Agreement, TSRI granted to the Company a worldwide, exclusive, royalty-bearing right and license to use certain patent rights relating to methods and compositions for enhancing cancer therapy. As consideration for the license granted, the Company made a cash payment of $50,000 to TSRI. Additionally, the Company will pay TRSI (i) annual cash fees that range from $50,000 to $100,000 which will be credited against running royalties due, (ii) product development milestone payments that range from the low-six digit dollar figure to the low-eight digit dollar figure and that in the aggregate may total up to $32.2 million if all product development milestones are achieved, (iii) royalties on net sales of licensed products in the mid-single digit percentage figure range, and (iv) a percentage of sublicense revenues in the 10% to 30% range, based on the achievement of certain product development milestones on the date of the agreement with the sublicensee. The Company will also reimburse TSRI for certain costs incurred in connection with the preparation, filing and/or maintenance of applications for patent protection.None.

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ITEM 6. ~~EXHIBITS~~6. EXHIBITS

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 (File No. 333-140056) filed with the Commission on June 24, 2008) (1)
2.2		Asset Purchase Agreement, dated as of August 21, 2017, by and among Covance Laboratories Inc., ChromaDex, Inc., ChromaDex Analytics, Inc., and ChromaDex Corporation ❖~~(1)(2)~~ (incorporated by reference from, and filed as Exhibit 2.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37752) filed with the Commission on November 9, 2017)*
2.3		Amendment to Asset Purchase Agreement, dated as of September 5, 2017, by and among Covance Laboratories Inc., ChromaDex, Inc., ChromaDex Analytics, Inc., and ChromaDex Corporation ❖ (incorporated by reference from, and filed as Exhibit 2.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37752) filed with the Commission on November 9, 2017)
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 (File No. 001-37752) filed with the Commission on March ~~16, 2017)~~15, 2018)
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 (File No. 333-140056) 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 (File No. 000-53290) 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 (File No. 001-37752) 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 (File No. 000-53290) 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 (File No. 333-140056) 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 (File No. 333-140056) 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 (File No. 001-37752) filed with the Commission on March 17, 2016)
~~10.1~~ 4.5		Fo~~urth Business Financing Modification Agreement, dated~~Form of Stock Certificate representing shares of the Registrant’s Common Stock effective as of ~~July 13, 2017, by and among Western Alliance Bank, ChromaDex Corporation, ChromaDex, Inc., ChromaDex Analytics, Inc. and Healthspan Research, LLC~~December 10, 2018 (incorporated by reference to, and filed as Exhibit ~~10.7~~4.5 to the Registrant’s ~~Quarterly~~Annual Report on Form ~~10-Q~~10-K (File No. 001-37752) filed with the Commission on ~~August 10, 2017)~~ March 7, 2019)
~~10.2~~10.1		~~Fifth Business Financing Modification~~Note Purchase Agreement, dated ~~as of August 21, 2017,~~May 9, 2019, by and among ~~Western Alliance Bank,~~ ChromaDex Corporation ~~ChromaDex, Inc., ChromaDex Analytics, Inc.~~ and ~~Healthspan Research, LLC~~❖ Winsave Resource Limited and Pioneer Step Holdings Limited (incorporated by reference to, and filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37752) filed with the Commission on May 10, 2019)
10.2		Registration Rights Agreement, dated May 9, 2019, by and among ChromaDex Corporation and Winsave Resource Limited and Pioneer Step Holdings Limited (incorporated by reference to, and filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K (File No. 001-37752) filed with the Commission on May 10, 2019)
10.3		Omnibus Amendment to Note Purchase Agreement and Convertible Promissory Notes, dated June 30, 2019, by and among ChromaDex Corporation and Winsave Resource Limited and Pioneer Step Holdings Limited (incorporated by reference to, and filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37752) filed with the Commission on July 1, 2019)
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

❖

Filed herewith.

(1)

Plan and related Forms were assumed by ChromaDex Corporation pursuant to Agreement and Planof Merger, dated as of May 21, 2008, among ChromaDex Corporation (formerly Cody Resources,Inc.), CDI Acquisition, Inc. and ChromaDex, Inc.

~~(1)~~*

~~A redacted version of this Exhibit is filed herewith. An un-redacted version of this~~This Exhibit has been granted confidential treatment and has been filed separately ~~filed~~ with ~~the Commission pursuant to an application for confidential treatment.~~theCommission. The confidential portions of ~~the~~this Exhibit have been omitted and are marked by ~~an asterisk.~~anasterisk.

~~(2)~~

Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. ChromaDex Corporation undertakes to furnish supplemental copies of any of the omitted schedules upon request by the Securities and Exchange Commission; provided, however, that ChromaDex Corporation may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule so furnished.

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~~SIGNATURES~~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 thereunto duly authorized.

Date: August 7, 2019 ~~Date: November 9, 2017~~	CHROMADEX CORPORATION /s/ KEVIN M. FARR Kevin M. Farr Chief Financial Officer (principal financial and accounting ~~officer~~ officer andduly authorized on behalf of the ~~registrant)~~registrant

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~~- 49 -~~

ChromaDex Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
September 30, 2017 and December 31, 2016

	Sep. 30, 2017	Dec. 31, 2016
Assets

Current Assets
Cash	$23,999,633	$1,642,429
Trade receivables, net of allowances of $0.5 million and $1.1 million, respectively;
Receivables from Related Party: $1.5 million and $0, respectively	4,919,768	5,852,030
Inventories	6,615,245	7,912,630
Prepaid expenses and other assets	724,388	311,539
Current assets held for sale	-	18,315
Total current assets	36,259,034	15,736,943

Leasehold Improvements and Equipment, net	2,690,527	1,778,171
Deposits	392,342	377,532
Receivable held at escrow	750,000	-
Intangible assets, net	1,709,609	486,226
Longterm investment	-	20,318
Noncurrent assets held for sale	-	1,352,878

Total assets	$41,801,512	$19,752,068

Liabilities and Stockholders' Equity

Current Liabilities
Accounts payable	$4,346,700	$5,978,288
Accrued expenses	2,129,583	2,170,172
Current maturities of capital lease obligations	190,892	255,461
Customer deposits and other	321,119	389,010
Deferred rent, current	120,894	76,219
Due to officer	100,000	-
Total current liabilities	7,209,188	8,869,150

Capital lease obligations, less current maturities	360,748	343,589
Deferred rent, less current	493,735	380,205
Noncurrent liabilities held for sale	-	184,766

Total liabilities	8,063,671	9,777,710

Commitments and contingencies

Stockholders' Equity
Common stock, $.001 par value; authorized 150,000,000 shares;
issued and outstanding September 30, 2017 47,650,252 shares and
December 31, 2016 37,544,531 shares	47,650	37,545
Additional paid-in capital	81,469,567	55,160,387
Accumulated deficit	(47,779,376)	(45,223,574)
Total stockholders' equity	33,737,841	9,974,358

Total liabilities and stockholders' equity	$41,801,512	$19,752,068

See Notes to Consolidated Financial Statements.

ChromaDex Corporation and Subsidiaries

Condensed Consolidated Statements of Operations
For the Three Month Periods Ended September 30, 2017 and October 1, 2016

	Sep. 30, 2017	Oct. 1, 2016

Sales, net	$6,084,690	$3,937,286
Cost of sales	3,169,321	2,074,325

Gross profit	2,915,369	1,862,961

Operating expenses:
Sales and marketing	1,103,157	286,941
Research and development	1,040,561	772,799
General and administrative	3,948,435	1,727,383
Operating expenses	6,092,153	2,787,123

Operating loss	(3,176,784)	(924,162)

Nonoperating expense:
Interest expense, net	(44,508)	(2,260)
Nonoperating expenses	(44,508)	(2,260)

Loss from continuing operations	(3,221,292)	(926,422)

Loss before taxes from discontinued operations	(108,899)	(31,121)
Gain on sale of discontinued operations	5,467,268	-
Provision for taxes	-	3,153

Income (loss) from discontinued operations, net	5,358,369	(27,968)

Net income (loss)	$2,137,077	$(954,390)

Basic earnings (loss) per common share:
Loss from continuing operations	$(0.07)	$(0.02)
Earnings (loss) from discontinued operations	$0.12	$(0.01)

Basic earnings (loss) per common share	$0.05	$(0.03)

Diluted earnings (loss) per common share:
Loss from continuing operations	$(0.07)	$(0.02)
Earnings (loss) from discontinued operations	$0.11	$(0.01)

Diluted earnings (loss) per common share	$0.04	$(0.03)

Basic weighted average common shares outstanding	47,065,009	37,868,672

Diluted weighted average common shares outstanding	47,556,697	37,868,672

See Notes to Consolidated Financial Statements.

	Three Months Ended		Nine Months Ended
	Sep. 30, 2017	Oct. 1, 2016	Sep. 30, 2017	Oct. 1, 2016

Net income (loss)	$2,137,077	$(954,390)	$(2,555,802)	$(781,432)

Basic weighted average common shares outstanding (1):	47,065,009	37,868,672	42,405,616	37,090,916

Basic earnings (loss) per common share	$0.05	$(0.03)	$(0.06)	$(0.02)

Dilutive effect of stock options, net	473,736	-	-	-
Dilutive effect of warrants, net	17,952	-	-	-

Diluted weighted average common shares outstanding :	47,556,697	37,868,672	42,405,616	37,090,916

Diluted earnings (loss) per common share	$0.04	$(0.03)	$(0.06)	$(0.02)

Potentially dilutive securities, total (2):
Stock options	5,448,552	5,217,508	5,922,288	5,217,508
Warrants	452,492	487,111	470,444	487,111

(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)

Consumer product business model, intangible asset (A) -(B)	$1,346,000	Net assets	$(148,000)

(A) Consideration received		(C) Carrying value of the Lab Business

	Amount	Assets disposed	Carrying value
Cash payment	$6,750,000	Leasehold improvements and equipment, net	$1,427,000
Cash payment held in escrow (1)	750,000	Prepaid expenses	11,000
Additional earnout payment	-	Deposits	20,000
	$7,500,000
		Liabilities disposed
(B) Selling costs		Deferred revenue	(7,000)
		Deferred rent	(215,000)
	Amount
Legal	$428,000
Financial consulting	250,000
Other	118,000
	$796,000	Net assets	$1,236,000

Gain from disposal (A) - (B) - (C)	$5,468,000

	Sep. 30, 2017	Dec. 31, 2016
Allowances related to
Customer C	$500,000	$800,000
Customer E	-	198,000
Other allowances	33,000	83,000
	$533,000	$1,081,000

Nine months ended October 1, 2016	Ingredients	Consumer Products	Core standards and Contract Services	Corporate
	segment	segment	segment	and other	Total

Net sales	$13,505,470	$-	$3,706,395	$-	$17,211,865
Cost of sales	6,420,972	-	2,410,428	-	8,831,400

Gross profit	7,084,498	-	1,295,967	-	8,380,465

Operating expenses:
Sales and marketing	930,573	-	259,440	-	1,190,013
Research and development	1,961,097	-	27,500	-	1,988,597
General and administrative	-	-	-	5,935,139	5,935,139
Operating expenses	2,891,670	-	286,940	5,935,139	9,113,749

Operating income (loss)	$4,192,828	$-	$1,009,027	$(5,935,139)	$(733,284)

At December 31, 2016	Ingredients	Consumer Products	Core Standards and Contract Services	Corporate
	segment	segment	segment	and other	Total

Total assets	$13,257,289	$-	$2,547,427	$3,947,352	$19,752,068