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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 20, 2008
ChromaDex Corporation
(Exact name of registrant as specified in its charter)
Delaware | 333-140056 | 20-5339393 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
10005 Muirlands Boulevard Suite G, First Floor Irvine, California | 92618 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:(949) 419-0288
Cody Resources, Inc. 2915 W. Charleston Blvd., Ste. 7, Las Vegas, NV 89102 |
(Former name or former address if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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• | Expansion and growth of the core business: ChromaDex intends to continue to expand its phytochemical standards offerings, the core of its business. Currently, the Company has 3,000 defined standards. The Company expects to add 500 to 1,000 new standards each and every year. | ||
• | Expansion of manufacturing capacity: ChromaDex is expanding its pilot manufacturing capacity to satisfy the growing need for customer clinical studies, new product development and early stage manufacturing. | ||
• | Expansion into new markets: ChromaDex is developing business in untapped international markets and new and innovative product offerings, such as screening compound libraries. | ||
• | Commercialization of intellectual property: Many current ChromaDex development products should and will spin off unique technologies that are or will be themselves, independently capable of commercialization and becoming a significant new revenue source. IP will also be developed from the Company’s expansion into new markets. | ||
• | Expansion through acquisitions: ChromaDex is a leader in the phytochemical standards market. Other smaller competitors are having difficulty expanding their revenue base and are prime candidates for acquisition. We believe this roll-up strategy could eventually leave ChromaDex as the provider of choice for phytochemical standards and libraries. |
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• | Supply of reference standards, materials & kits.ChromaDex, through its catalog, supplies a wide range of products which are necessary for quality control of raw materials and consumer products. Reference standard and materials and the kits created from them are used for research and quality control in dietary supplements, cosmetics, food and beverages, and the pharmaceuticals industries. | ||
• | Supply of fine chemicals and phytochemicals.As the demand for new natural products and phytochemicals increases, ChromaDex can scale up and supply our core products in the gram to kilogram scale as needed by companies who require these products for research and new product development. | ||
• | Bioluminex™.Bioluminex™ is a bio-analytical method which we developed pursuant to a worldwide exclusive license agreement with Bayer Ag, to identify the presence of toxic or harmful compounds in water, dietary ingredients, food products and food ingredients. In October 2004, ChromaDex received a grant from The United States Food and Drug Administration (“FDA”) of $525,000 to complete the development of Bioluminex as a commercially viable test kit. The first phase launch of Bioluminex which took place in March 2005, was a soft launch after the completion of the FDA grant. ChromaDex is planning a more aggressive formal market launch for Bioluminex at the end of 2008, or the beginning of 2009. | ||
• | Contract services. ChromaDex, through ChromaDex Analytics, provides a wide range of contract services to the industry ranging from routine contract analysis to elaborate contract research. | ||
• | Consulting services. ChromaDex provides a comprehensive range of consulting services such as regulatory support, new ingredient or product development, risk management and litigation support services. | ||
• | Process development.Developing cost effective and efficient processes for manufacturing natural products can be very difficult and time consuming. ChromaDex can assist customers in creating processes for cost effectively manufacturing natural products, using “green chemistry”. | ||
• | Intellectual property.ChromaDex will utilize its expertise in natural products and “green chemistry” to either license or develop new intellectual property which will be licensed to the industry. |
• | Process scale manufacturing. ChromaDex intends to invest in a pilot plant facility to have the capability of manufacturing at a process scale. | ||
• | Phytochemical libraries.ChromaDex will continue to invest in the development of natural product based libraries by both creating these libraries internally as well as through licensing. |
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• | Plant extracts libraries. ChromaDex will create an extensive library of plant extracts using its already extensive list of botanical reference materials. | ||
• | Databases for cross-referencing phytochemicals. ChromaDex is working on building a database for cross referencing phytochemicals against an extensive list of plants, including links to possible references to ethnopharmacological, enthnobotanical, biological activity, and clinical evidence. | ||
• | Anthocyanidins.Intellectual property based on new licensed technology for production of Anthocyanidins, which are a class of compounds with many novel uses in food, cosmetics, dietary supplements, and Pharmaceuticals. | ||
• | Simmondsin. Royalty payments for intellectual property for jojoba extract (simmondsin) for weight loss. |
• | Direct mail marketing (catalogs, brochures and flyers) | ||
• | Tradeshows and conferences | ||
• | Internet | ||
• | Website | ||
• | Advertising in trade publications | ||
• | Press releases |
• | LGC Standards: Europe | ||
• | JMC: Brazil and South America |
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• | Korea | ||
• | India | ||
• | Japan | ||
• | Australia and New Zealand | ||
• | China | ||
• | Indonesia, Malaysia, Singapore and Thailand | ||
• | Mexico |
• | The FDA published its draft guidance for Good Manufacturing Practices (“GMPs”) for dietary supplements on March 13, 2003. The final rule from this guidance was made effective June 2007, with a 36 month phase-in period for full compliance; | ||
• | The FDA published draft guidance for the approval of “Botanical Drugs” in June 2005; | ||
• | According to the Washington Post, the FDA and the FTC have recently fined four mass marketers of weight loss supplements a total of $25 million, because they could not adequately substantiate their respective weight loss claims; and | ||
• | Regulatory agencies around the world have started to review the need for the regulation of herbal and natural supplements and are considering regulations that will include testing for the presence of toxic or adulterating compounds, drug/compound interactions and evidence that the products are biologically active for their intended use. |
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• | Combining the analytical method and characterization of the material with the technical support for the sale of reference materials; | ||
• | Helping companies to comply with new government regulations and therefore helping the government to regulate these industries; and | ||
• | Providing value-added solutions to every layer of the supply chain therefore increasing the overall quality of products being produced. |
• | product testing; | ||
• | product labeling; | ||
• | product manufacturing and storage; |
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• | premarket clearance or approval; | ||
• | advertising and promotion; and | ||
• | product sales and distribution. |
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• | Sigma-Aldrich(SIAL) (USA) | ||
• | Phytolab (Germany) | ||
• | US Pharmacopoeia(USP) (USA) | ||
• | Extrasynthese (France) |
• | Covance | ||
• | Eurofins | ||
• | INB-Hauser |
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Filing | Issued | |||||||||||||||||
Patent Number | Title | Date | Date | Expires | Licensor | |||||||||||||
US 6,238,928 | Analytical process for testing | 09/02/93 | 05/21/01 | 05/25/18 | Licensed from Bayer | |||||||||||||
mixtures for toxic constituents | Aktiengesell-schaft | |||||||||||||||||
6,673,563 | Luminous bacteria and methods for | 9/18/2001 | 1/6/2004 | 01/09/21 | Licensed from L & J | |||||||||||||
the isolation, identification and quantification of toxicants | Becvar, LP (1) | |||||||||||||||||
6,340,572 | Kit for the isolation, identification | 9/3/1999 | 1/22/2002 | 01/26/19 | Licensed from L & J | |||||||||||||
and quantification of toxicants | Becvar, LP (1) | |||||||||||||||||
6,017,722 | Luminous bacteria and methods for | 4/4/1991 | 1/25/2000 | 01/28/17 | Licensed from L & J | |||||||||||||
the isolation, identification and quantification of toxicants | Becvar, LP (1) | |||||||||||||||||
6,852,342 | Compounds for altering food | 3/26/2002 | 2/8/2005 | 02/12/22 | Co-owned by Avoca, | |||||||||||||
intake in humans | Inc. and ChromaDex |
(1) | Improvements to information or discoveries covered by these patents are licensed from the Board of Regents of the University of Texas System until the full end of the term for which patent rights expire subject to the terms of the Patent License Agreement included as Exhibit 12.12 to this current report on Form 8-K. |
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• | the announcement or introduction of new products by our competitors; | ||
• | our ability to upgrade and develop our systems and infrastructure to accommodate growth; | ||
• | our ability to attract and retain key personnel in a timely and cost effective manner; |
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• | 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. |
• | we may not be able to obtain regulatory approvals for our products, or the approved indication may be narrower than we seek; | ||
• | our products may not prove to be safe and effective in clinical trials; | ||
• | we may experience delays in our development program; | ||
• | any products that are approved may not be accepted in the marketplace; | ||
• | we may not have adequate financial or other resources to complete the development or to commence the commercialization of our products and will not have adequate financial or other resources to achieve significant commercialization of our products; | ||
• | we may not be able to manufacture any of our products in commercial quantities or at an acceptable cost; | ||
• | rapid technological change may make our products obsolete; | ||
• | we may be unable to effectively protect our intellectual property rights or we may become subject to a claim that our activities have infringed the intellectual property rights of others; and | ||
• | we may be unable to obtain or defend patent rights for our products. |
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• | the revenues generated by sales of our products, if any; | ||
• | the costs associated with expanding our sales and marketing efforts, including efforts to hire independent agents and sales representatives; | ||
• | the expenses we incur in developing and commercializing our products, including the cost of obtaining and maintaining regulatory approvals; and | ||
• | unanticipated general and administrative expenses. |
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• | the ability to develop, obtain regulatory approvals for and market products on a timely basis; | ||
• | volume, price and timing of orders for products, if Cody is able to sell them; | ||
• | the introduction of new products or products enhancements by competitors; | ||
• | disputes or other developments with respect to intellectual property rights; | ||
• | products liability claims or other litigation; | ||
• | quarterly variations in Cody’s results of operations and those of competitors; |
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• | sales of large blocks of Cody Common Stock, including sales by its executive officers and directors; | ||
• | changes in governmental regulations or in the status of regulatory approvals, clearances or applications; | ||
• | changes in the availability of third party reimbursement in the United States or other countries; | ||
• | changes in earnings estimates or recommendations by securities analysts; and | ||
• | general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of competitors. |
• | make a special written suitability determination for the purchaser; | ||
• | receive the purchaser’s written agreement to a transaction prior to sale; | ||
• | provide the purchaser with risk disclosure documents which identify certain risks associated with investing in “penny stocks” and which describe the market for these “penny stocks” as well as a purchaser’s legal remedies; | ||
• | obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has received the required risk disclosure document before a transaction in a “penny stock” can be completed; and | ||
• | give bid and offer quotations and broker and salesperson compensation information to the customer orally or in writing before or with the confirmation. |
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OR PLAN OF OPERATION: CODY
OR PLAN OF OPERATION: CHROMADEX
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Three Months Ending | ||||||||||||
March 29, 2008 | March 31, 2007 | Change | ||||||||||
Net Sales | 1,059,716 | 1,206,893 | -12 | % | ||||||||
Cost of Goods Sold | 660,272 | 664,286 | -1 | % | ||||||||
Gross Profit | 399,444 | 542,607 | -26 | % | ||||||||
Operating expenses-Sales & Marketing | 171,984 | 100,556 | 71 | % | ||||||||
-General and Admin | 342,738 | 319,324 | 7 | % | ||||||||
Non-Operating Expenses -Interest Expense | 7,616 | 9,633 | -20 | % | ||||||||
-Interest Income | (404 | ) | (622 | ) | -35 | % | ||||||
-Other | 416 | 723 | -42 | % | ||||||||
Net Income (Loss) | (122,906 | ) | 112,993 | -208 | % |
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Payment Due by Period | ||||||||||||||||||||
Less than 1 | More than 5 | |||||||||||||||||||
Total | Year | 1-3 Years | 3-5 Years | Years | ||||||||||||||||
Capital Leases | ||||||||||||||||||||
Principal | $ | 224,731 | $ | 74,846 | $ | 104,020 | $ | 45,865 | $ | — | ||||||||||
Interest | 60,127 | 27,004 | 27,180 | 5,942 | — | |||||||||||||||
Operating Leases | 1,409,882 | 396,370 | 841,197 | 172,314 | — | |||||||||||||||
Total | $ | 1,694,740 | $ | 498,221 | $ | 972,397 | $ | 224,122 | $ | — | ||||||||||
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Twelve months ending | ||||||||||||
December 29, 2007 | December 31, 2006 | Change | ||||||||||
Net Sales | 4,754,073 | 3,517,957 | 35 | % | ||||||||
Cost of Goods Sold | 3,122,461 | 2,753,919 | 13 | % | ||||||||
Gross Profit | 1,631,612 | 764,038 | 113 | % | ||||||||
Operating expenses-Sales and Marketing | 387,816 | 354,560 | 9 | % | ||||||||
-General And Administrative | 1,421,516 | 1,510,926 | -5 | % | ||||||||
Non-Operating Expenses -Interest Expense | 31,815 | 30,175 | 5 | % | ||||||||
-Interest Income | (17,698 | ) | (4,314 | ) | 510 | % | ||||||
-Other | (1,962 | ) | 156,951 | -101 | % | |||||||
Net Loss | (189,875 | ) | (1,284,260 | ) | -85 | % |
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Shares of Common Stock | Aggregate Percentage | |||||||
Name of Beneficial Owner (1) | Beneficially Owned (2) | Ownership | ||||||
Frank Louis Jaksch Jr.(3) | 7,654,155 | 27.47 | % | |||||
Margie Chassman | 4,407,640 | 15.73 | % | |||||
Strategic Biotech Advisors, Inc. | 2,086,884 | 7.45 | % | |||||
Margery Germain | 2,053,995 | 7.33 | % | |||||
Jaksch Family Trust (4) | 1,429,000 | 5.10 | % | |||||
Directors | ||||||||
Stephen Block | — | * | ||||||
Reid Dabney | — | * | ||||||
Hugh Dunkerley (5) | 75,000 | * | ||||||
Mark S. Germain | — | * | ||||||
Kevin M. Jaksch | — | * | ||||||
Frank Louis Jaksch Jr. | (See above | ) | ||||||
Tom Varvaro | 300,000 | 1.07 | % | |||||
Named Executive officers | ||||||||
Frank Louis Jaksch Jr., Chief Executive Officer | (See above | ) | ||||||
Tom Varvaro, Chief Financial Officer | (See above | ) | ||||||
All directors and executive officers as a group (7 Individuals) | 8,029,155 | 28.59 | % |
(1) | Addresses for the Beneficial Owners listed are: Frank Louis Jaksch Jr., 8 Garzoni Aisle, Irvine, California 92606;Margie Chassman, 445 West 23rd Street, Apt. 16E, New York, NY 10011; Strtegic Biotech Advisors, Inc., 4417 Downing Place Way, Mt. Pleasant SC 29466; Margery Germain, 15 Bank Street, White Plains, NY 10606; Jaksch Family Trust, 70 Pienza, Laguna Niguel, CA 92677; Bayer Innovation Beteiligungsgescellschaft mbH, 51368 Leverkusen, Federal Republic of Germany. | |
(2) | Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to shares beneficially owned. Unless otherwise specified, reported ownership refers to both voting and investment power. Shares of Common Stock issuable upon the conversion of stock options within the next 60 days are deemed to be converted and beneficially owned by the individual or group identified in the Aggregate Percentage Ownership column. | |
(3) | Includes 1,429,000 shares owned by the Jaksch Family Trust, beneficially owned by Frank L. Jaksch Jr. becauseMr. Jaksch Jr. has shared voting power for such shares. Includes 60,000 stock options exercisable within 60 days. | |
(4) | These shares are the same shares that are factored into Frank L. Jaksch Jr’s beneficially owned shares in (2) above.Frank Louis Jaksch, Sr. and Maria Jaksch are trustees of the Jaksch Family Trust. | |
(5) | Includes 75,000 stock options exercisable within 60 days. |
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Name | Age | Position | ||||
Frank L. Jaksch, Jr. | 39 | Co-Chairman of the Board, Chief Executive Officer, President, Director | ||||
Tom Varvaro | 38 | Chief Financial Officer, Secretary and Director | ||||
Stephen Block | 63 | Director | ||||
Reid Dabney | 56 | Director | ||||
Hugh Dunkerley | 34 | Director | ||||
Mark S. Germain | 57 | Co-Chairman of the Board, Director | ||||
Kevin M. Jaksch | 37 | Director |
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Option | ||||||||||||||||||||||||
Awards | All Other | Total | ||||||||||||||||||||||
Name | Year | Salary | Bonus | (1) | Compensation | ($) | ||||||||||||||||||
Frank L. Jaksch | 2007 | $ | 150,000 | (2) | $ | 15,000 | — | $ | 1,920 | $ | 166,920 | |||||||||||||
2006 | $ | 150,000 | (3) | — | $ | 24,652 | $ | 1,920 | $ | 176,572 | ||||||||||||||
Tom Varvaro | 2007 | $ | 110,000 | $ | 10,000 | — | — | $ | 120,000 | |||||||||||||||
2006 | $ | 110,000 | — | $ | 20,543 | — | $ | 130,543 |
(1) | The amounts in the column titled “Option Awards” above reflect the dollar amounts recognized for financial statement reporting purposes in accordance with FAS 123R for the fiscal years ended December 31, 2006. See Note 1 of the ChromaDex, Inc. Consolidated Financial Report dated December 29, 2007 for a description of certain assumptions in the calculation of these amounts pursuant to FAS 123R. | |
(2) | Frank Jaksch was paid $66,181 of his salary in cash in 2007 and the remainder is owed to him as unpaid compensation. See “ChromaDex Transactions” below. | |
(3) | Frank Jaksch was paid $66,964 of his salary in cash in 2006 and the remainder is owed to him as unpaid compensation. See “ChromaDex Transactions” below. |
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Fees | ||||||||||||||||||||||||||||
Earned | Non-Qualified | |||||||||||||||||||||||||||
or | Non-Equity | Deferred | ||||||||||||||||||||||||||
Paid in | Stock | Option | Incentive Plan | Compensation | All Other | |||||||||||||||||||||||
Cash | Awards | Awards | Compensation | Earnings | Compensation | Total | ||||||||||||||||||||||
Name | ($) | ($) | ($) (1) | ($) | ($) | ($) | ($) | |||||||||||||||||||||
Stephen Block(2) | — | — | — | — | — | — | — | |||||||||||||||||||||
Reid Dabney(3) | — | — | — | — | — | — | — | |||||||||||||||||||||
Hugh Dunkerley(4) | — | — | — | — | — | — | — | |||||||||||||||||||||
Mark S. Germain(5) | — | — | — | — | — | — | — | |||||||||||||||||||||
Frank L. Jaksch(6) | — | — | — | — | — | — | — | |||||||||||||||||||||
Kevin M. Jaksch(7) | — | — | — | — | — | — | — | |||||||||||||||||||||
Tom Varvaro(8) | — | — | — | — | — | — | — |
(1) | The amounts in the column titled “Option Awards” above reflect the dollar amounts recognized for financial statement reporting purposes in accordance with FAS 123R for the fiscal years ended December 29, 2007. See Note 1 of the ChromaDex, Inc. Consolidated Financial Report dated December 29, 2007 for a description of certain assumptions in the calculation of these amounts pursuant to FAS 123R. | |
(2) | Stephen Block held an aggregate of 30,000 option awards as of December 29, 2007. | |
(3) | Reid Dabney held an aggregate of 30,000 option awards as of December 29, 2007. | |
(4) | Hugh Dunkerley held an aggregate of 230,000 option awards as of December 29, 2007. | |
(5) | Mark S. Germain held an aggregate of 30,000 option awards as of December 29, 2007. | |
(6) | Frank L. Jaksch held an aggregate of 300,000 option awards as of December 29, 2007. | |
(7) | Kevin M. Jaksch held an aggregate of 30,000 option awards as of December 29, 2007. | |
(8) | Tom Varvaro held an aggregate of 500,000 option awards as of December 29, 2007. |
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Equity Incentive | ||||||||||||||||||||
Plan Awards: | ||||||||||||||||||||
Number of | Number of | Number of | ||||||||||||||||||
Securities | Securities | Securities | ||||||||||||||||||
Underlying | Underlying | Underlying | ||||||||||||||||||
Unexercised | Unexercised | Unexercised | ||||||||||||||||||
Options (#) | Options (#) | Unearned | Option Exercise | Option | ||||||||||||||||
Name | Exercisable | Unexercisable | Options (#) | Price ($) | Expiration Date | |||||||||||||||
Frank L. Jaksch | 60,000 | 240,000 | (1) | — | 1.50 | 12/1/2016 | ||||||||||||||
Tom Varvaro | 240,000 | — | — | 1.00 | 1/19/2014 | |||||||||||||||
10,000 | — | — | 1.00 | 1/19/2014 | ||||||||||||||||
250,000 | 200,000 | (2) | — | 1.50 | 12/1/2016 |
(1) | 60,000 of Mr. Jaksch’s options vest on December 1 of each year. | |
(2) | 50,000 of Mr. Varvaro’s option vest on December 1 of each year. |
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• | dividends; | ||
• | awards which by their terms are settled in cash rather than the issuance of shares; and | ||
• | any shares subject to an award that is forfeited, cancelled, terminated, expires, or lapses for any reason and shares subject to an award that are repurchased or reacquired by us. |
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• | payment of a stipulated purchase price; | ||
• | attainment of performance objectives; | ||
• | retirement; | ||
• | displacement; | ||
• | disability; | ||
• | death; or | ||
• | any combination of these conditions. |
• | cancel all outstanding options or restricted stock awards, and terminate the 2007 Plan, effective as of the consummation of such Corporate Transaction, provided that it will notify all participants of the proposed Corporate Transaction so that each such participant will be given an opportunity to exercise the then exercisable portion of such options or restricted stock awards prior to the cancellation thereof, and provided that the Company exercises its repurchase option with respect to outstanding stock awards, to the extent such right has not lapsed; or | ||
• | deem the vesting of all or a portion of options or restricted stock awards that have not been assumed, continued or substituted prior to the Closing accelerated in full, and any reacquisition or repurchase rights held by the Company with respect to such options or restricted stock awards shall lapse. |
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• | Any of our directors or officers; | ||
• | Any person proposed as a nominee for election as a director; | ||
• | Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock; | ||
• | Any of our promoters; or | ||
• | Any relative or spouse of any of the foregoing persons who has the same house address as such person |
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COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Fiscal Year Ending November, 2007 | ||||||||
Quarter Ended | High $ | Low $ | ||||||
November 30, 2007 | $ | 0 | $ | 0 | ||||
August 31, 2007 | $ | 0 | $ | 0 | ||||
May 31, 2007 | $ | 0 | $ | 0 | ||||
February 28, 2007 | $ | 0 | $ | 0 |
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A | B | C | ||||||||||
Number of | ||||||||||||
securities | ||||||||||||
Weighted | remaining | |||||||||||
average | available for | |||||||||||
Number of | exercise | future | ||||||||||
securities | price of | issuance | ||||||||||
to be issued | outstanding | under equity | ||||||||||
upon | options, | compensation | ||||||||||
exercise of | warrants | plans | ||||||||||
outstanding | and rights | (excluding | ||||||||||
options, | securities | securities | ||||||||||
warrants | reflected in | reflected in | ||||||||||
Plan Category | and rights | column (A) | column (A)) | |||||||||
Equity compensation plans approved by security holders | 1,473,950 | $ | 1.16 | 2,526,050 | (1) | |||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
Total | 1,473,950 | $ | 1.16 | 2,526,050 | (1) |
(1) | The ChromaDex, Inc. 2007 Second Amended and Restated Equity Incentive Plan. The maximum number of shares authorized for issuance under this plan is the greater of 4,000,000 shares of common stock or 10% of the shares of common stock of the company issued and outstanding on any date during the Plan Term, as determined in accordance with Section 13(a), subject to specified adjustment. |
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• | 1% of the number of shares of Cody Common Stock then outstanding (after the Merger there would be approximately 28,022,134 such shares outstanding); or | ||
• | the average weekly trading volume of Cody Common Stock during the four calendar weeks preceding the sale. |
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Index to Exhibits Filed as Part of This Registration Statement
Exhibit | ||||
Number | Description | |||
2.1 | Agreement and Plan of Merger, dated as of May 21, 2008, among Cody, CDI Acquisition, Inc. and ChromaDex, Inc., as amended on June 10, 2008. | |||
3.1 | Certificate of Incorporation of Cody Resources, Inc., a Delaware corporation and Certificate of Amendment of Cody Resources, Inc. | |||
3.2 | Bylaws of Cody Resources, Inc., a Delaware corporation | |||
4.1 | Investor’s Rights Agreement, effective as of December 31, 2005, by and between The University of Mississippi Research Foundation and ChromaDex | |||
4.2 | Tag-Along Agreement effective as of December 31, 2005, by and among the Company, 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 | |||
4.3 | License Agreement, effective September 15, 2005 between L&J Becvar, L.P. and ChromaDex, Inc. | |||
4.4 | Form of Warrant to Purchase Shares of Common Stock of ChromaDex Corporation | |||
10.1 | ChromaDex, Inc. 2000 Non-Qualified Incentive Stock Option Plan effective October 1, 2000 | |||
10.2 | Second Amended and Restated 2007 Equity Incentive Plan effective March 13, 2007 | |||
10.3 | Form of Stock Option Agreement under the ChromaDex, Inc. Second Amended and Restated 2007 Equity Incentive Plan | |||
10.4 | Form of Restricted Stock Purchase Agreement under the ChromaDex, Inc. 2007 Equity Incentive Plan | |||
10.5 | Employment Agreement dated April 14, 2008, by and between Frank L. Jaksch, Jr. and ChromaDex, Inc. | |||
10.6 | Employment Agreement dated April 14, 2008, by and between Thomas C. Varvaro and the ChromaDex, Inc. | |||
10.7 | Standard Industrial/Commercial Multi-Tenant Lease – Net dated December 19, 2006, by and between the ChromaDex, Inc. and SCIF Portfolio II, LLC | |||
10.8 | Lease Agreement dated October 26, 2001, by and between Railhead Partners, LLC and NaPro BioTherapeutics, Inc., as assigned to ChromaDex Analytics, Inc. on April 9, 2003 and amended on September 24, 2003 | |||
10.9 | Licensing Agreement Nutraceutical Standards effective as of December 31, 1999 between the University of Mississippi Research Foundation and ChromaDex | |||
10.10 | Equity Based License Agreement dated October 25, 2001, by and between the Company and Bayer Innovation Beteiligungsgesellshaft mbH, as amended as of October 30, 2003 | |||
10.11 | License Agreement, effective September 15, 2005 between L&J Becvar, L.P. and ChromaDex, Inc. (1) | |||
10.12 | Option Agreement, and Patent License Agreement, both effective on August 19, 2005 and both between the Board of Regents of The University of Texas Systems and ChromaDex, Inc. | |||
10.13 | Stock Redemption Agreement, dated June 18, 2008 between ChromaDex, Inc. and Bayer Innovation GmbH (formerly named Bayer Innovation Beteiligungsgesellschaft mbH) | |||
10.14 | Promissory Note, dated June 18, 2008 between ChromaDex, Inc. as borrower and Bayer Innovation GmbH as lender | |||
16.1 | Letter on Change in Certifying Accountant | |||
21.1 | Subsidiaries of ChromaDex |
(1) | Incorporated by reference to Exhibit 4.3 of this Current Report on Form 8-K. |
58
Table of Contents
Dated: June 20, 2008. | ChromaDex Corporation | |||
By: | /s/ Tom Varvaro | |||
Tom Varvaro | ||||
Chief Financial Officer |
59
Table of Contents
12.29.2007
Table of Contents
F-1 | ||||
Financial Statement | ||||
F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 - F-16 |
Table of Contents
ChromaDex, Inc. and Subsidiary
Irvine, California
Schaumburg, Illinois
April 10, 2008
F-1
Table of Contents
December 29, 2007 and December 31, 2006
2007 | 2006 | |||||||
Assets | ||||||||
Current Assets | ||||||||
Cash | $ | 303,785 | $ | 424,965 | ||||
Trade receivables, less allowance for doubtful accounts 2007 $70,429; 2006 $76,658 | 375,233 | 303,062 | ||||||
Inventories | 497,635 | 281,044 | ||||||
Prepaid expenses and other | 60,264 | 96,973 | ||||||
Total current assets | 1,236,917 | 1,106,044 | ||||||
Leasehold Improvements and Equipment, net | 1,132,823 | 1,146,683 | ||||||
Deposits and Other Noncurrent Assets | ||||||||
Deposits | 63,976 | 44,333 | ||||||
Intangible Assets, less accumulated amortization 2007 $672,970; 2006 $556,970 | 487,030 | 603,030 | ||||||
551,006 | 647,363 | |||||||
$ | 2,920,746 | $ | 2,900,090 | |||||
Liabilities and Stockholders’ Equity | ||||||||
Current Liabilities | ||||||||
Accounts payable | $ | 500,538 | $ | 338,327 | ||||
Accrued expenses | 351,926 | 488,356 | ||||||
Notes payable | — | 112,500 | ||||||
Current maturities of capital lease obligations | 74,571 | 51,238 | ||||||
Due to officers | 1,167,822 | 1,009,029 | ||||||
Customer deposits and other | 117,969 | 115,067 | ||||||
Total current liabilities | 2,212,826 | 2,114,517 | ||||||
�� | ||||||||
Capital Lease Obligations, less current maturities | 152,766 | 109,952 | ||||||
Deferred Rent | 158,839 | 93,029 | ||||||
Stockholders’ Equity | ||||||||
Preferred stock, no par value; authorized 10,000,000 shares; no shares issued and outstanding | — | — | ||||||
Common stock, $.01 par value; authorized 100,000,000 shares; issued and outstanding 2007: 22,040,797 shares; 2006: 21,984,901 shares | 220,408 | 219,849 | ||||||
Additional paid-in capital | 5,271,389 | 5,268,350 | ||||||
Accumulated deficit | (5,095,482 | ) | (4,905,607 | ) | ||||
396,315 | 582,592 | |||||||
$ | 2,920,746 | $ | 2,900,090 | |||||
F-2
Table of Contents
Years Ended December 29, 2007 and December 31, 2006
2007 | 2006 | |||||||
Sales | $ | 4,754,073 | $ | 3,517,957 | ||||
Cost of goods sold | 3,122,461 | 2,753,919 | ||||||
Gross profit | 1,631,612 | 764,038 | ||||||
Operating expenses: | ||||||||
Selling | 387,816 | 354,560 | ||||||
General and administrative | 1,421,516 | 1,510,926 | ||||||
1,809,332 | 1,865,486 | |||||||
Operating loss | (177,720 | ) | (1,101,448 | ) | ||||
Nonoperating (income) expenses: | ||||||||
Interest expense | 31,815 | 30,175 | ||||||
Interest income | (17,698 | ) | (4,314 | ) | ||||
Other | (1,962 | ) | 156,951 | |||||
12,155 | 182,812 | |||||||
Net loss | $ | (189,875 | ) | $ | (1,284,260 | ) | ||
F-3
Table of Contents
Years Ended December 29, 2007 and December 31, 2006
Unearned | Total | |||||||||||||||||||||||
Preferred | Common | Additional | Stock-Based | Accumulated | Stockholders’ | |||||||||||||||||||
Stock | Stock | Paid-in Capital | Compensation | Deficit | Equity | |||||||||||||||||||
Balance, December 31, 2005 | $ | — | $ | 175,298 | $ | 4,303,775 | $ | (308,295 | ) | $ | (3,621,347 | ) | $ | 549,431 | ||||||||||
Issuance of common stock | — | 44,551 | 1,078,528 | — | — | 1,123,079 | ||||||||||||||||||
Amortization of unearned stock-based compensation | — | — | — | 34,200 | — | 34,200 | ||||||||||||||||||
Reclassification of unearned stock- based compensation (Note 8) | — | — | (274,095 | ) | 274,095 | — | — | |||||||||||||||||
Stock-based compensation | — | — | 160,142 | — | — | 160,142 | ||||||||||||||||||
Net loss | — | — | — | — | (1,284,260 | ) | (1,284,260 | ) | ||||||||||||||||
Balance, December 31, 2006 | — | 219,849 | 5,268,350 | — | (4,905,607 | ) | 582,592 | |||||||||||||||||
Issuance of common stock | — | 559 | 2,841 | — | — | 3,400 | ||||||||||||||||||
Stock-based compensation | — | — | 198 | — | — | 198 | ||||||||||||||||||
Net loss | — | — | — | — | (189,875 | ) | (189,875 | ) | ||||||||||||||||
Balance, December 29, 2007 | $ | — | $ | 220,408 | $ | 5,271,389 | $ | — | $ | (5,095,482 | ) | $ | 396,315 | |||||||||||
F-4
Table of Contents
Years Ended December 29, 2007 and December 31, 2006
2007 | 2006 | |||||||
Cash Flows from Operating Activities | ||||||||
Net loss | $ | (189,875 | ) | $ | (1,284,260 | ) | ||
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||||||||
Depreciation | 236,647 | 215,159 | ||||||
Amortization of intangibles | 116,000 | 116,000 | ||||||
Amortization of unearned stock-based compensation | — | 34,200 | ||||||
Loss on disposal of equipment | 267 | 1,069 | ||||||
Stock-based compensation expense | 198 | 160,142 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | (72,171 | ) | (9,735 | ) | ||||
Inventories | (216,591 | ) | 36,026 | |||||
Prepaid expenses and other | 17,066 | (78,362 | ) | |||||
Accounts payable | 189,713 | (114,547 | ) | |||||
Deferred rent | 65,810 | 1,268 | ||||||
Accrued expenses | (163,932 | ) | 150,892 | |||||
Customer deposits and other | 2,902 | (63,861 | ) | |||||
Net cash (used in) operating activities | (13,966 | ) | (836,009 | ) | ||||
Cash Flows From Investing Activities | ||||||||
Purchases of property and equipment | (90,134 | ) | (47,658 | ) | ||||
Proceeds from sale of equipment | — | 3,453 | ||||||
Net cash (used in) investing activities | (90,134 | ) | (44,205 | ) | ||||
Cash Flows From Financing Activities | ||||||||
Principal payments on long-term debt | (112,500 | ) | (14,446 | ) | ||||
Proceeds from issuance of common stock | 3,400 | 1,123,079 | ||||||
Principal payments on capital leases | (66,773 | ) | (30,131 | ) | ||||
Advances from stockholders | 158,793 | 158,800 | ||||||
Net cash (used in) provided by financing activities | (17,080 | ) | 1,237,302 | |||||
Net (decrease) increase in cash | (121,180 | ) | 357,088 | |||||
Cash: | ||||||||
Beginning | 424,965 | 67,877 | ||||||
Ending | $ | 303,785 | $ | 424,965 | ||||
Supplemental Disclosures of Cash Flow Information | ||||||||
Cash payments for interest | $ | 100,603 | $ | 16,718 | ||||
Supplemental Schedules of Noncash Investing and Financing Activities | ||||||||
Capital lease obligation incurred for the purchase of equipment | $ | 132,920 | $ | 97,519 |
F-5
Table of Contents
F-6
Table of Contents
F-7
Table of Contents
F-8
Table of Contents
2007 | 2006 | |||||||||||||||
Gross | Gross | |||||||||||||||
Carrying | Accumulated | Carrying | Accumulated | |||||||||||||
Amount | Amortization | Amount | Amortization | |||||||||||||
Amortized intangible assets: | ||||||||||||||||
License agreements | $ | 1,160,000 | $ | 672,970 | $ | 1,160,000 | $ | 556,970 |
Years ending December: | ||||
2008 | $ | 116,000 | ||
2009 | 116,000 | |||
2010 | 63,500 | |||
2011 | 58,030 | |||
2012 | 36,000 | |||
Thereafter | 97,500 | |||
$ | 487,030 | |||
2007 | 2006 | |||||||
Laboratory equipment | $ | 1,831,453 | $ | 1,706,101 | ||||
Leasehold Improvements | 87,070 | 890 | ||||||
Computer equipment | 171,340 | 170,276 | ||||||
Furniture and fixtures | 15,308 | 7,741 | ||||||
Office equipment | 2,000 | — | ||||||
2,107,171 | 1,885,008 | |||||||
Less accumulated depreciation | 974,348 | 738,325 | ||||||
$ | 1,132,823 | $ | 1,146,683 | |||||
F-9
Table of Contents
Year ending December: | ||||
2008 | $ | 101,851 | ||
2009 | 95,298 | |||
2010 | 38,518 | |||
2011 | 38,518 | |||
2012 | 13,289 | |||
Total minimum lease payments | 287,474 | |||
Less amount representing interest | 60,137 | |||
Present value of net minimum lease payments | 227,337 | |||
Less current portion | 74,571 | |||
Long-term obligations under capital leases | $ | 152,766 | ||
F-10
Table of Contents
2007 | 2006 | |||||||
Salaries and vacation | $ | 118,833 | $ | 101,304 | ||||
Professional services | 159,301 | 181,455 | ||||||
Interest | — | 96,249 | ||||||
Other | 73,792 | 109,348 | ||||||
$ | 351,926 | $ | 488,356 | |||||
2007 | 2006 | |||||||
Income tax expense (benefit) at statutory rate | $ | (65,000 | ) | $ | (437,000 | ) | ||
(Increase) decrease resulting from: | ||||||||
State income taxes, net of federal tax effect | (9,000 | ) | (61,000 | ) | ||||
Nondeductible expenses | 5,000 | 2,000 | ||||||
Change in valuation allowance | 69,000 | 443,000 | ||||||
Stock option accounting change | — | 53,000 | ||||||
$ | — | $ | — | |||||
F-11
Table of Contents
2007 | 2006 | |||||||
Deferred tax assets: | ||||||||
Net operating loss carryforward | $ | 1,181,000 | $ | 1,181,000 | ||||
Inventory reserve | 88,000 | 68,000 | ||||||
Allowance for doubtful accounts | 35,000 | 43,000 | ||||||
Accrued expenses | 479,000 | 430,000 | ||||||
Stock option expense | 75,000 | 75,000 | ||||||
Intangibles | 33,000 | 33,000 | ||||||
1,891,000 | 1,830,000 | |||||||
Less valuation allowance | 1,789,000 | 1,720,000 | ||||||
102,000 | 110,000 | |||||||
Deferred tax liabilities: | ||||||||
Property and equipment | (92,000 | ) | (93,000 | ) | ||||
Prepaid expenses | (10,000 | ) | (17,000 | ) | ||||
(102,000 | ) | (110,000 | ) | |||||
$ | — | $ | — | |||||
F-12
Table of Contents
Year Ended December | 2007 | 2006 | ||
Expected volatility | 28.81% | 15.81% | ||
Expected dividends | 0.00% | 0.00% | ||
Expected term | 6.4 years | 7 - 10 years | ||
Risk-free rate | 3.86% | 4.55% |
F-13
Table of Contents
Weighted | ||||||||||||
Average | Remaining | |||||||||||
Exercise | Contractual | |||||||||||
Units | Price | Term | ||||||||||
Outstanding at December 31, 2005 | 494,000 | $ | 0.92 | |||||||||
Options Granted | 936,950 | 1.19 | ||||||||||
Options Exercised | — | |||||||||||
Options Forfeited | (115,000 | ) | 0.96 | |||||||||
Outstanding at December 31, 2006 | 1,315,950 | 1.11 | ||||||||||
Options Granted | 195,000 | 1.50 | ||||||||||
Options Exercised | (2,600 | ) | 1.31 | |||||||||
Options Forfeited | (34,400 | ) | 1.11 | |||||||||
Outstanding at December 29, 2007 | 1,473,950 | $ | 1.16 | 7.53 | ||||||||
Exercisable on December 29, 2007 | 767,260 | $ | 0.85 | 6.09 | ||||||||
F-14
Table of Contents
Years ending December: | ||||
2008 | $ | 396,370 | ||
2009 | 412,372 | |||
2010 | 428,825 | |||
2011 | 142,924 | |||
2012 | 29,390 | |||
$ | 1,409,881 | |||
F-15
Table of Contents
F-16
Table of Contents
3.29.2008
Table of Contents
Financial Statement | ||||
F-1 | ||||
F-2 | ||||
F-3 | ||||
F-4 - F-6 | ||||
Table of Contents
As of March 29, 2008 and December 31, 2007
March 29, 2008 | December 29, 2007 | |||||||
Assets | ||||||||
Current Assets | ||||||||
Cash | $ | 1,694,661 | $ | 303,785 | ||||
Trade receivables, less allowance for doubtful accounts 2008 $70,830 2007 $70,429 | 320,969 | 375,233 | ||||||
Inventories | 557,863 | 497,635 | ||||||
Prepaid expenses and other | 94,677 | 60,264 | ||||||
Total current assets | 2,668,170 | 1,236,917 | ||||||
Property and Equipment, net | 1,264,398 | 1,132,823 | ||||||
Deposits and Other Noncurrent Assets | ||||||||
Deposits | 49,821 | 63,976 | ||||||
Intangible assets, less accumulated amortization 2008 $701,423; 2007 $672,970 | 458,577 | 487,030 | ||||||
508,398 | 551,006 | |||||||
$ | 4,440,966 | $ | 2,920,746 | |||||
Liabilities and Stockholders’ Equity | ||||||||
Current Liabilities | ||||||||
Accounts payable | $ | 257,224 | $ | 500,538 | ||||
Accrued expenses | 300,220 | 351,926 | ||||||
Notes payable | — | — | ||||||
Current maturities of capital lease obligations | 76,965 | 74,571 | ||||||
Due to officers | 1,178,206 | 1,167,822 | ||||||
Customer deposits and other | 105,757 | 117,969 | ||||||
Total current liabilities | 1,918,372 | 2,212,826 | ||||||
Capital Lease Obligations, less current maturities | 132,620 | 152,766 | ||||||
Deferred Rent | 153,876 | 158,839 | ||||||
Stockholders’ Equity | ||||||||
Common stock, $.01 par value; authorized 100,000,000 shares; issued and outstanding 2008 23,653,278 shares; 2007 22,040,797 shares | 236,533 | 220,408 | ||||||
Additional paid-in capital | 7,217,950 | 5,271,389 | ||||||
Retained earnings (deficit) | (5,218,385 | ) | (5,095,482 | ) | ||||
2,236,098 | 396,315 | |||||||
$ | 4,440,966 | $ | 2,920,746 | |||||
F-1
Table of Contents
For the Three Month Periods ending March 29, 2008 and March 31, 2007
March 29, 2008 | March 31, 2007 | |||||||
Sales | $ | 1,059,716 | $ | 1,206,893 | ||||
Cost of goods sold | 660,272 | 664,286 | ||||||
Gross profit | 399,444 | 542,607 | ||||||
Operating expenses: | ||||||||
Selling | 171,984 | 100,556 | ||||||
General and administrative | 342,738 | 319,324 | ||||||
514,722 | 419,880 | |||||||
Operating (loss) income | (115,278 | ) | 122,727 | |||||
Nonoperating (income) expenses: | ||||||||
Interest expense | 7,616 | 9,633 | ||||||
Interest income | (404 | ) | (622 | ) | ||||
Other | 416 | 723 | ||||||
7,628 | 9,735 | |||||||
Income taxes | — | — | ||||||
Net (loss) income | $ | (122,906 | ) | $ | 112,993 | |||
F-2
Table of Contents
For the Three Month Periods ending March 29, 2008 and March 31, 2007
March 29, 2008 | March 31, 2007 | |||||||
Cash Flows from Operating Activities | ||||||||
Net (loss) income | $ | (122,906 | ) | $ | 112,993 | |||
Adjustments to reconcile net (loss) income to net cash used in operating activities | ||||||||
Depreciation | 59,664 | 56,936 | ||||||
Amortization of intangibles | 28,453 | 29,000 | ||||||
Stock-based compensation expense | 184 | — | ||||||
(Increase) decrease in | ||||||||
Accounts receivables | 54,264 | (120,126 | ) | |||||
Inventories | (60,227 | ) | (109,606 | ) | ||||
Prepaid and other expenses | (34,412 | ) | 10,305 | |||||
Deposits | 14,155 | (49,055 | ) | |||||
Increase (decrease) in | ||||||||
Accounts payables | (243,314 | ) | 173,895 | |||||
Accrued expenses | (51,706 | ) | (107,226 | ) | ||||
Customer deposits and other liabilities | (12,211 | ) | (23,205 | ) | ||||
Deferred rent | (4,963 | ) | (3,081 | ) | ||||
Net cash (used in) operating activities | (373,019 | ) | (29,170 | ) | ||||
Cash Flows From Investing Activities | ||||||||
Purchases of property and equipment | (191,239 | ) | (7,670 | ) | ||||
Net cash (used in) investing activities | (191,239 | ) | (7,670 | ) | ||||
Cash Flows From Financing Activities | ||||||||
Principal payment on capital leases | (17,752 | ) | (17,381 | ) | ||||
Principal payments on long-term debt | — | (25,000 | ) | |||||
Proceeds from issuance of common stock | 1,962,502 | — | ||||||
Advances from stockholders | 10,384 | 39,700 | ||||||
Net cash provided by (used in) financing activities | 1,955,134 | (2,681 | ) | |||||
Net increase (decrease) in cash | 1,390,876 | (39,521 | ) | |||||
Cash: | ||||||||
Beginning | 303,785 | 424,965 | ||||||
Ending | $ | 1,694,661 | $ | 385,444 | ||||
Supplemental Disclosures of Cash Flow Information | ||||||||
Cash payments for interest | $ | 7,616 | $ | 9,633 | ||||
Supplemental Schedules of Noncash Investing and Financing Activities | ||||||||
Capital lease obligation incurred for the purchase of equipment | $ | — | $ | 68,000 |
F-3
Table of Contents
F-4
Table of Contents
March 29, 2008 | December 31, 2007 | |||||||
Laboratory equipment | $ | 2,006,714 | $ | 1,831,453 | ||||
Leasehold improvements | 87,070 | 87,070 | ||||||
Computer equipment | 185,873 | 171,340 | ||||||
Furniture and fixtures | 16,753 | 15,308 | ||||||
Office equipment | 2,000 | 2,000 | ||||||
2,298,410 | 2,107,171 | |||||||
Less: accumulated depreciation | 1,034,012 | 974,348 | ||||||
$ | 1,264,398 | $ | 1,132,823 | |||||
F-5
Table of Contents
F-6
Table of Contents
Pro Forma Unaudited Financial Statements
As of March 29, 2008
For the Three Months Ended March 29, 2008 and the Year Ended December 29, 2007
1. | Accompanying notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements; | ||
2. | Separate historical consolidated financial statements of Cody as of and for the year ended November 30, 2007, included in the annual report on Form 10-KSB for the year ended November 30, 2007; | ||
3. | Separate historical consolidated financial statements of ChromaDex as of and for year ended December 29, 2007 included elsewhere in this Current Report on Form 8-k; | ||
4. | Separate unaudited consolidated financial statements of Cody as of and for the three months ending February 29, 2008 included in the 10-QSB for the three month period ended February 29, 2008; | ||
5. | Separate unaudited consolidated financial statements of ChromaDex as of and for the three months ended March 29, 2008 included elsewhere in this Current Report on Form 8-k. |
PF-1
Table of Contents
Pro Forma Unaudited Balance Sheet (Unaudited)
March 29, 2008
Pro Forma | ||||||||||||||||
ChromaDex | Cody | Adjustments | Consolidated | |||||||||||||
Assets | ||||||||||||||||
Current Assets | ||||||||||||||||
Cash | $ | 1,694,661 | $ | 580 | $ | — | $ | 1,695,241 | ||||||||
Trade receivables | 320,969 | — | — | 320,969 | ||||||||||||
Inventories | 557,863 | — | — | 557,863 | ||||||||||||
Prepaid expenses and other | 94,677 | — | — | 94,677 | ||||||||||||
Total current assets | 2,668,170 | 580 | — | 2,668,750 | ||||||||||||
Property and Equipment, net | 1,264,398 | — | — | 1,264,398 | ||||||||||||
Deposits and Other Noncurrent Assets | ||||||||||||||||
Deposits | 49,821 | — | — | 49,821 | ||||||||||||
Intangible assets | 458,577 | — | — | 458,577 | ||||||||||||
508,398 | — | — | 508,398 | |||||||||||||
$ | 4,440,966 | $ | 580 | $ | — | $ | 4,441,546 | |||||||||
Liabilities and Stockholders’ Equity | ||||||||||||||||
Current Liabilities | ||||||||||||||||
Accounts payable | $ | 257,224 | $ | 3,328 | $ | — | $ | 260,552 | ||||||||
Accrued expenses | 300,220 | — | — | 300,220 | ||||||||||||
Notes payable | — | — | — | — | ||||||||||||
Current maturities of capital lease obligations | 76,965 | — | — | 76,965 | ||||||||||||
Due to officers | 1,178,206 | — | — | 1,178,206 | ||||||||||||
Customer deposits and other | 105,757 | — | — | 105,757 | ||||||||||||
Total current liabilities | 1,918,372 | 3,328 | — | 1,921,700 | ||||||||||||
Capital Lease Obligations, less current maturities | 132,620 | — | — | 132,620 | ||||||||||||
Deferred Rent | 153,876 | — | — | 153,876 | ||||||||||||
Stockholders’ Equity | ||||||||||||||||
Common stock | 236,533 | 1,390 | 3,110 | (3) | 241,033 | |||||||||||
Additional paid-in capital | 7,217,950 | 38,610 | (3,110) | (3) | 7,253,450 | |||||||||||
Retained earnings (deficit) | (5,218,385 | ) | (42,748 | ) | — | (5,261,133 | ) | |||||||||
2,236,098 | (2,748 | ) | — | 2,233,350 | ||||||||||||
$ | 4,440,966 | $ | 580 | $ | — | $ | 4,441,546 | |||||||||
PF-2
Table of Contents
Pro Forma Condensed Combined Statement of Operations (Unaudited)
For the Three Months Ending March 29, 2008
Pro Forma | ||||||||||||||||
ChromaDex | Cody | Adjustments | Consolidated | |||||||||||||
Sales | $ | 1,059,716 | $ | — | $ | — | $ | 1,059,716 | ||||||||
Cost of goods sold | 660,272 | — | — | 660,272 | ||||||||||||
Gross profit | 399,444 | — | — | 399,444 | ||||||||||||
Operating expenses: | ||||||||||||||||
Selling | 171,984 | — | — | 171,984 | ||||||||||||
General and administrative | 342,738 | 2,928 | — | 345,666 | ||||||||||||
514,722 | 2,928 | — | 517,650 | |||||||||||||
Operating loss | (115,278 | ) | (2,928 | ) | (118,206 | ) | ||||||||||
Nonoperating (income) expenses: | ||||||||||||||||
Interest expense | 7,616 | — | — | 7,616 | ||||||||||||
Interest income | (404 | ) | — | — | (404 | ) | ||||||||||
Other | 416 | — | — | 416 | ||||||||||||
7,628 | — | — | 7,628 | |||||||||||||
Net loss | $ | (122,906 | ) | $ | (2,928 | ) | $ | — | $ | (125,834 | ) | |||||
Basic and Diluted Loss per Share | $ | (0.01 | ) | $ | (0.00 | ) | — | $ | (0.00 | ) | ||||||
Weighted average shares outstanding | 22,142,919 | 16,038,473 | (3) | (11,538,461 | )(3) | 26,642,931 |
PF-3
Table of Contents
Pro Forma Condensed Combined Statement of Operations (Unaudited)
For the Year Ended December 29, 2007
Pro Forma | ||||||||||||||||
ChromaDex | Cody | Adjustments | Consolidated | |||||||||||||
Sales | $ | 4,754,073 | $ | — | $ | — | $ | 4,754,073 | ||||||||
Cost of goods sold | 3,122,461 | — | — | 3,122,461 | ||||||||||||
Gross profit | 1,631,612 | — | — | 1,631,612 | ||||||||||||
Operating expenses: | ||||||||||||||||
Selling | 387,816 | — | — | 387,816 | ||||||||||||
General and administrative | 1,421,516 | 38,382 | — | 1,459,898 | ||||||||||||
1,809,332 | 38,382 | — | 1,847,714 | |||||||||||||
Operating loss | (177,720 | ) | (38,382 | ) | (216,102 | ) | ||||||||||
Nonoperating (income) expenses: | ||||||||||||||||
Interest expense | 31,815 | — | — | 31,815 | ||||||||||||
Interest income | (17,698 | ) | — | — | (17,698 | ) | ||||||||||
Other | (1,962 | ) | — | — | (1,962 | ) | ||||||||||
12,155 | — | — | 12,155 | |||||||||||||
Net loss | $ | (189,875 | ) | $ | (38,382 | ) | $ | — | $ | (228,257 | ) | |||||
Basic and Diluted Loss per Share | $ | (0.01 | ) | $ | (0.00 | ) | — | $ | (0.01 | ) | ||||||
Weighted average shares outstanding | 22,014,235 | 16,038,473 | (3) | (11,538,461 | )(3) | 26,514,247 |
PF-4
Table of Contents
PF-5
Table of Contents
Exhibit | ||||
Number | Description | |||
2.1 | Agreement and Plan of Merger, dated as of May 21, 2008, among Cody, CDI Acquisition, Inc. and ChromaDex, Inc., as amended on June 10, 2008. | |||
3.1 | Certificate of Incorporation of Cody Resources, Inc., a Delaware corporation and Certificate of Amendment of Cody Resources, Inc. | |||
3.2 | Bylaws of Cody Resources, Inc., a Delaware corporation | |||
4.1 | Investor’s Rights Agreement, effective as of December 31, 2005, by and between The University of Mississippi Research Foundation and ChromaDex | |||
4.2 | Tag-Along Agreement effective as of December 31, 2005, by and among the Company, 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 | |||
4.3 | License Agreement, effective September 15, 2005 between L&J Becvar, L.P. and ChromaDex, Inc. | |||
4.4 | Form of Warrant to Purchase Shares of Common Stock of ChromaDex Corporation | |||
10.1 | ChromaDex, Inc. 2000 Non-Qualified Incentive Stock Option Plan effective October 1, 2000 | |||
10.2 | Second Amended and Restated 2007 Equity Incentive Plan effective March 13, 2007 | |||
10.3 | Form of Stock Option Agreement under the ChromaDex, Inc. Second Amended and Restated 2007 Equity Incentive Plan | |||
10.4 | Form of Restricted Stock Purchase Agreement under the ChromaDex, Inc. 2007 Equity Incentive Plan | |||
10.5 | Employment Agreement dated April 14, 2008, by and between Frank L. Jaksch, Jr. and ChromaDex, Inc. | |||
10.6 | Employment Agreement dated April 14, 2008, by and between Thomas C. Varvaro and the ChromaDex, Inc. | |||
10.7 | Standard Industrial/Commercial Multi-Tenant Lease – Net dated December 19, 2006, by and between the ChromaDex, Inc. and SCIF Portfolio II, LLC | |||
10.8 | Lease Agreement dated October 26, 2001, by and between Railhead Partners, LLC and NaPro BioTherapeutics, Inc., as assigned to ChromaDex Analytics, Inc. on April 9, 2003 and amended on September 24, 2003 | |||
10.9 | Licensing Agreement Nutraceutical Standards effective as of December 31, 1999 between the University of Mississippi Research Foundation and ChromaDex | |||
10.10 | Equity Based License Agreement dated October 25, 2001, by and between the Company and Bayer Innovation Beteiligungsgesellshaft mbH, as amended as of October 30, 2003 | |||
10.11 | License Agreement, effective September 15, 2005 between L&J Becvar, L.P. and ChromaDex, Inc. (1) | |||
10.12 | Option Agreement, and Patent License Agreement, both effective on August 19, 2005 and both between the Board of Regents of The University of Texas Systems and ChromaDex, Inc. | |||
10.13 | Stock Redemption Agreement, dated June 18, 2008 between ChromaDex, Inc. and Bayer Innovation GmbH (formerly named Bayer Innovation Beteiligungsgesellschaft mbH) | |||
10.14 | Promissory Note, dated June 18, 2008 between ChromaDex, Inc. as borrower and Bayer Innovation GmbH as lender | |||
16.1 | Letter on Change in Certifying Accountant | |||
21.1 | Subsidiaries of ChromaDex |
(1) | Incorporated by reference to Exhibit 4.3 of this Current Report on Form 8-K. |