Filing Details

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHlNGTON, D.C. 20549

 

 

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-l(a)

AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 8)*

 

 

CHROMADEX CORPORATION

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

171077407

(CUSIP Number)

Champion River Ventures Limited

Attention: Pau Yee Wan Ezra

c/o 7/F, Cheung Kong Center

2 Queens Road Central

Hong Kong

(852) 2128-8888

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 6, 2023

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d l(e), 240.13d l(f) or 240.13d l(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent

 

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

1.		Names of Reporting Persons.   I.R.S. Identification Nos. of above persons (entities only)     CHAMPION RIVER VENTURES LIMITED
2.		Check the Appropriate Box if a Member of a Group (See Instructions)     (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)     WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     British Virgin Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power     7,940,937
				8.		Shared Voting Power     0
				9.		Sole Dispositive Power     7,940,937
				10.		Shared Dispositive Power     0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     7,940,937
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     10.58% (1)
14.		Type of Reporting Person (See Instructions)     CO

 

(1)	Calculated based upon 75,032,367 outstanding shares of the common stock of the Issuer as of August 7, 2023, as set forth in the Issuers quarterly report on Form 10-Q for the quarter ended June 30, 2023.

1.		Names of Reporting Persons.   I.R.S. Identification Nos. of above persons (entities only)     PRIME TECH GLOBAL LIMITED
2.		Check the Appropriate Box if a Member of a Group (See Instructions)     (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)     AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     British Virgin Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power     7,940,937
				8.		Shared Voting Power     0
				9.		Sole Dispositive Power     7,940,937
				10.		Shared Dispositive Power     0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     7,940,937
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     10.58% (1)
14.		Type of Reporting Person (See Instructions)     CO

 

(1)	Calculated based upon 75,032,367 outstanding shares of the common stock of the Issuer as of August 7, 2023, as set forth in the Issuers quarterly report on Form 10-Q for the quarter ended June 30, 2023.

1.		Names of Reporting Persons.   I.R.S. Identification Nos. of above persons (entities only)     WINSAVE RESOURCES LIMITED
2.		Check the Appropriate Box if a Member of a Group (See Instructions)     (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)     WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     British Virgin Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power     3,088,433
				8.		Shared Voting Power     0
				9.		Sole Dispositive Power     3,088,433
				10.		Shared Dispositive Power

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     3,088,433
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     4.12% (1)
14.		Type of Reporting Person (See Instructions)     CO

 

(1)	Calculated based upon 75,032,367 outstanding shares of the common stock of the Issuer as of August 7, 2023, as set forth in the Issuers quarterly report on Form 10-Q for the quarter ended June 30, 2023.

1.		Names of Reporting Persons.   I.R.S. Identification Nos. of above persons (entities only)     RADIANT TREASURE LIMITED
2.		Check the Appropriate Box if a Member of a Group (See Instructions)     (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)     WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     British Virgin Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power     379,345
				8.		Shared Voting Power     0
				9.		Sole Dispositive Power     379,345
				10.		Shared Dispositive Power

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     379,345
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     0.51% (1)
14.		Type of Reporting Person (See Instructions)     CO

 

(1)	Calculated based upon 75,032,367 outstanding shares of the common stock of the Issuer as of August 7, 2023, as set forth in the Issuers quarterly report on Form 10-Q for the quarter ended June 30, 2023.

1.		Names of Reporting Persons.   I.R.S. Identification Nos. of above persons (entities only)     APEX DYNASTY LIMITED
2.		Check the Appropriate Box if a Member of a Group (See Instructions)     (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)     AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     British Virgin Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power     3,467,778
				8.		Shared Voting Power     0
				9.		Sole Dispositive Power     3,467,778
				10.		Shared Dispositive Power     0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     3,467,778
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     4.62% (1)
14.		Type of Reporting Person (See Instructions)     CO

 

(1)	Calculated based upon 75,032,367 outstanding shares of the common stock of the Issuer as of August 7, 2023, as set forth in the Issuers quarterly report on Form 10-Q for the quarter ended June 30, 2023.

1.		Names of Reporting Persons.   I.R.S. Identification Nos. of above persons (entities only)     ALPHA MOUNT INTERNATIONAL LIMITED
2.		Check the Appropriate Box if a Member of a Group (See Instructions)     (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)     AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     British Virgin Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power     3,467,778
				8.		Shared Voting Power     0
				9.		Sole Dispositive Power     3,467,778
				10.		Shared Dispositive Power     0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     3,467,778
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     4.62% (1)
14.		Type of Reporting Person (See Instructions)     CO

 

(1)	Calculated based upon 75,032,367 outstanding shares of the common stock of the Issuer as of August 7, 2023, as set forth in the Issuers quarterly report on Form 10-Q for the quarter ended June 30, 2023.

1.		Names of Reporting Persons.   I.R.S. Identification Nos. of above persons (entities only)     MAYSPIN MANAGEMENT LIMITED
2.		Check the Appropriate Box if a Member of a Group (See Instructions)     (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)     AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     British Virgin Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power     7,940,937
				8.		Shared Voting Power     0
				9.		Sole Dispositive Power     7,940,937
				10.		Shared Dispositive Power     0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     7,940,937
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     10.58% (1)
14.		Type of Reporting Person (See Instructions)     CO

 

(1)	Calculated based upon 75,032,367 outstanding shares of the common stock of the Issuer as of August 7, 2023, as set forth in the Issuers quarterly report on Form 10-Q for the quarter ended June 30, 2023.

1.		Names of Reporting Persons.   I.R.S. Identification Nos. of above persons (entities only)     LI KA SHING
2.		Check the Appropriate Box if a Member of a Group (See Instructions)     (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)     PF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     Permanent resident of the Hong Kong Special Administrative Region, Peoples Republic of China

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power     11,408,715
				8.		Shared Voting Power     0
				9.		Sole Dispositive Power     11,408,715
				10.		Shared Dispositive Power     0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     11,408,715
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     15.21% (1)
14.		Type of Reporting Person (See Instructions)     IN

 

(1)	Calculated based upon 75,032,367 outstanding shares of the common stock of the Issuer as of August 7, 2023, as set forth in the Issuers quarterly report on Form 10-Q for the quarter ended June 30, 2023.

EXPLANATORY STATEMENT.

This Amendment No. 8 to Schedule 13D (Amendment No. 8) relates to the shares of Common Stock of the Issuer (the Shares) and is being filed on behalf of the Reporting Persons. This Amendment No. 8 amends and supplements Amendment No. 7 to Schedule 13D previously filed with the Securities and Exchange Commission (the SEC) on October 3, 2022 (Amendment No. 7), Amendment No. 6 to Schedule 13D previously filed with the SEC on May 20, 2022 (Amendment No. 6), the Amendment No. 5 to Schedule 13D previously filed with the SEC on November 21, 2017 (Amendment No. 5), the Amendment No. 4 to Schedule 13D previously filed with the SEC on November 7, 2017 (Amendment No. 4), the Amendment No. 3 to Schedule 13D previously filed with the SEC on August 22, 2017 (Amendment No.3), the Amendment No. 2 to Schedule 13D previously filed with the SEC on May 26, 2017 (Amendment No. 2), the Amendment No. 1 to Schedule 13D previously filed with the SEC on May 11, 2017 (Amendment No. 1), and the initial Schedule 13D previously filed with the SEC on May 8, 2017 (the Initial Schedule 13D, together with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, and this Amendment No. 8, the Schedule 13D).

 

ITEM 1.

SECURITY AND ISSUER.

This Schedule 13D relates to shares of Common Stock of the Issuer. The address of the Issuers principal executive office is 10900 Wilshire Blvd. Suite 600, Los Angeles, California 90024. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

ITEM 2.

IDENTITY AND BACKGROUND.

Item 2 (a)(c). This Schedule 13D is being filed by the following persons: Champion River Ventures Limited, a British Virgin Islands corporation (Champion River), Winsave Resources Limited, a British Virgin Islands corporation (Winsave), Radiant Treasure Limited, a British Virgin Islands corporation (Radiant), and Li Ka Shing, a permanent resident of the Hong Kong Special Administrative Region, Peoples Republic of China (Li Ka Shing). Champion River, Winsave, Radiant and Li Ka Shing are sometimes individually referred to herein as a Reporting Person and collectively as the Reporting Persons.

Prime Tech Global Limited, a British Virgin Islands corporation (Prime Tech), is the sole shareholder of Champion River, Mayspin Management Limited, a British Virgin Islands corporation (Mayspin), is the sole shareholder of Prime Tech, and Li Ka Shing is the sole shareholder of Mayspin.

Each of Ip Tak Chuen Edmond, Pau Yee Wan Ezra, Christian Nicolas Roger Salbaing, Thomas Georg Geiger, Ho Wai Leung Edmond, and James Demitrius Girgulis is a director of Champion River, each a (Champion River Director), and together (the Champion River Directors).

Alpha Mount International Limited (Alpha), a British Virgin Islands corporation, is the sole shareholder of each of Winsave and Radiant, Apex Dynasty Limited (Apex), a British Virgin Islands corporation, is the sole shareholder of Alpha, and Li Ka Shing is the sole shareholder of Apex.

Each of Pau Yee Wan Ezra, James K Wong, Christian Nicolas Roger Salbaing, Thomas Georg Geiger, and Ho Wai Leung Edmond is a director of Winsave, each a (Winsave Director), and together (the Winsave Directors). Each of Pau Yee Wan Ezra, Christian Nicolas Roger Salbaing, Thomas Georg Geiger, Ho Wai Leung Edmond, and James Demitrius Girgulis is a director of Radiant, each a (Radiant Director), and together (the Radiant Directors).

The principal business of each of the Reporting Persons is investing.

The registered office address for Champion River is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands and its correspondence address is c/o 7/F, Cheung Kong Center, 2 Queens Road Central, Hong Kong.

The registered office address of Winsave is Pasea Estate, Road Town, Tortola, British Virgin Islands.

The registered office address of Radiant is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

The business address of Li Ka Shing, each Champion River Director, each Winsave Director and each Radiant Director is c/o 7/F, Cheung Kong Center, 2 Queens Road Central, Hong Kong.

The Shares to which this Schedule 13D relates are owned directly by Champion River, Radiant and Winsave.

Item 2 (d)(e). During the last five years, none of the Reporting Persons, nor any of the Champion River Directors, the Winsave Directors and the Radiant Directors, has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

Item 2 (f). Each of Champion River, Prime Tech, Winsave, Radiant, Alpha, Apex and Mayspin is a corporation formed under the laws of the British Virgin Islands. Li Ka Shing, Ip Tak Chuen Edmond, Pau Yee Wan Ezra and James K Wong, each a natural person, is a permanent resident of the Hong Kong Special Administrative Region, Peoples Republic of China. Christian Nicolas Roger Salbaing, a natural person, is a national of France. Thomas Georg Geiger, a natural person, is a national of Germany. Ho Wai Leung Edmond, a natural person, is a national of the United Kingdom. James Demitrius Girgulis, a natural person, is a national of Canada.

 

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 3, as applicable.

ITEM 4.

PURPOSE OF TRANSACTION.

September 2023 Transaction

On September 6, 2023, Alpha acquired all of the share capital of Winsave and Radiant from Li Ka Shing (Global) Foundation, a Cayman Islands company limited by guarantee (LKSGF). Winsave and Radiant beneficially own 3,088,433 Shares and 379,345 Shares, respectively. Alpha acquired Winsave for $1 and the assumption of a loan in the principal amount of $13,048,504.47 from LKSGF in favor of Winsave. Alpha acquired Radiant for $1 and the assumption of a loan in the principal amount of $1,672,688.07from LKSGF in favor of Radiant.

September 2022 Securities Purchase Agreement

On September 30, 2022, Pioneer Step Holdings Limited, Champion River and Robert Fried IRA (each a September 2022 Purchaser and together, the September 2022 Purchasers) entered into a Securities Purchase Agreement with the Issuer (the September 2022 Purchase Agreement). Pursuant to the September 2022 Purchase Agreement, the Issuer agreed to issue and sell to the September 2022 Purchasers an aggregate of approximately $3.1 million of Common Stock (2,480,000 Shares) at a purchase price of $1.25 per share (the September 2022 Transaction). Champion River, in its capacity as a September 2022 Purchaser, has agreed to purchase 1,440,000 Shares in the September 2022 Transaction. The September 2022 Transaction closed on October 7, 2022.

May 2022 Joint Venture Agreement and Subsequent Termination

On May 19, 2022, the Issuer entered into an agreement (the May 2022 Joint Venture Agreement) for the formation of a joint venture (the JV) among Crystal Lake Developments Limited (Crystal Lake), Pioneer Idea Holdings Limited (Pioneer Idea), and Hong Kong Taikuk (China) Group Ltd (Taikuk). The purpose of the JV will be to commercialize Tru Niagen^® and other products containing nicotinamide riboside to be developed by the Issuer in the ordinary course (the Products) in Mainland China and its territories, excluding Hong Kong, Macau and Taiwan (the Territory). At the closing of the formation of the JV (the Closing) the Issuer will license to the JV certain inventions and trademarks relating to the Products and will exclusively own any invention developed by the JV that incorporates such intellectual property. The May 2022 Joint Venture Agreement will have an initial term of 20 years, unless earlier terminated. The Closing is subject to certain customary closing conditions and is expected by the end of the third quarter of 2022.

Crystal Lake, a company incorporated under the laws of the British Virgin Islands, is indirectly wholly-owned by Li Ka Shing.

Crystal Lake, Pioneer Idea and Taikuk have each agreed to contribute $1.8 million, $1.2 million and $1.0 million, respectively into the JV. Following the closing, each of the parties will hold the following interest in the JV: the Issuer (71%), Crystal Lake (10.8%), Pioneer Idea (7.2%) and Taikuk (a 11% non-voting interest). The Issuer will have the right to elect three of the five directors in the JV, and Pioneer Idea, has the right to elect the other two directors, with each director having one vote with the exception of certain material corporate actions which will require unanimous approval of the board of the JV.

Prior to being able to commercialize the Products in the Territory, the JV will have to obtain all applicable regulatory approvals, including Blue Hat or health food registration with the PRC State Administration for Market Regulation for Products in the name of the Issuer or its designee (collectively, the Blue Hat Registration).

In addition, at the Closing the Issuer will enter into a distribution agreement with China National Pharmaceutical Group Co., Ltd. (Sinopharm) relating to the commercialization of the Products in the Territory on Sinopharms cross-border platform (the Cross Border Agreement) and the JV will enter into a distribution agreement with Sinopharm relating to the commercialization of the Products in the Territory. Upon Blue Hat Registration being obtained, the business of the JV will be to market, sell and distribute the Products in the Territory. Upon completion of the Blue Hat Registration, the parties intend that the Cross Border Agreement will be assigned to the JV.

On September 30, 2022 the Issuer entered into a Termination Agreement (the Termination and Release Agreement) among the Issuer, Crystal Lake, Pioneer Idea and Taikuk for the purpose of terminating the May 2022 Joint Venture Agreement. Each of the parties to the Termination and Release Agreement irrevocably and unconditionally released all other parties for any obligations under the May 2022 Joint Venture Agreement and releases all claims of action under the May 2022 Joint Venture Agreement.

The foregoing descriptions of the May 2022 Joint Venture Agreement and Termination and Release Agreement are not complete and are qualified in their entirety by reference to the full text of the May 2022 Joint Venture Agreement and Termination and Release Agreement, which are incorporated by reference into this Schedule 13D pursuant to Exhibit 99.7 and 99.10 of Item 7 hereof.

November 2017 Securities Purchase Agreement

On November 3, 2017, Champion River and certain other purchasers named therein (each a November 2017 Purchaser and together, the November 2017 Purchasers) entered into a Securities Purchase Agreement with the Issuer (the November 2017 Purchase Agreement). Pursuant to the November 2017 Purchase Agreement, the Issuer agreed to issue and sell to the November 2017 Purchasers an aggregate of approximately $23 million of Common Stock (5,609,755 Shares) at a purchase price of $4.10 per share (the November 2017 Transaction). Champion River, in its capacity as a November 2017 Purchaser, has agreed to purchase 731,707 Shares in the November 2017 Transaction. The November 2017 Transaction closed on November 17, 2017, at which closing the Issuer issued 731,707 Shares to Champion River and 4,878,048 Shares to the other November 2017 Purchasers.

April 2017 Securities Purchase Agreement

On April 26, 2017, Champion River and Pioneer Step Holdings Limited (Pioneer Step, each an April 2017 Purchaser and together, the April 2017 Purchasers) entered into a Securities Purchase Agreement with the Issuer (the April 2017 Purchase Agreement). Pursuant to the April 2017 Purchase Agreement, the Issuer agreed to sell and issue to the April 2017 Purchasers an aggregate of up to $25 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 first tranche (the First Tranche) closed on April 27, 2017, at which closing the Issuer issued 807,692 Shares to Champion River and 538,462 Shares to the other April 2017 Purchaser. Pursuant to the First Amendment to

Securities Purchase Agreement, dated May 24, 2017 (the First Amendment), by and among the Issuer and the April 2017 Purchasers, the second tranche (the Second Tranche) closed on May 24, 2017, at which closing the Issuer issued 3,782,288 Shares to Champion River and 2,521,526 Shares to the other April 2017 Purchaser. Pursuant to the First Amendment, following approval by the Issuers stockholders, the third tranche (the Third Tranche) closed on August 18, 2017, at which closing the Issuer issued 1,179,250 Shares to Champion River and 786,167 Shares to the other April 2017 Purchaser.

Upon completion of the Second Tranche, the April 2017 Purchase Agreement required that the Issuers Board of Directors (the Board) increase the number of authorized directors so as to create two vacant seats on the Board, which vacancies were to be filled on a date following the Issuers 2017 Annual Meeting of Stockholders by one designee selected by each of the April 2017 Purchasers (the Purchaser Designees). As such, Champion River exercised its right to designate for appointment an individual to fill one of the two vacancies on the Issuers Board.

In addition, from and after the date of the April 2017 Purchase Agreement, upon prior written request thereof by any April 2017 Purchaser, the Issuer shall use reasonable efforts to enter into one or more voting agreements with one or more of the April 2017 Purchasers and such other substantial holders of Common Stock as reasonably requested by such April 2017 Purchaser(s) and agreed to by the Issuer in respect of the election of the Purchaser Designees.

September 2022 Registration Rights Agreement

Simultaneously with the execution of the September 2022 Purchase Agreement, the Issuer, Pioneer Step, Champion River and Robert Fried IRA entered into a Registration Rights Agreement, dated as of September 30, 2022 (the September 2022 Registration Rights Agreement) with respect to the Shares acquired under the September 2022 Purchase Agreement. The September 2022 Registration Rights Agreement grants Pioneer Step, Champion River and Robert Fried customary shelf and piggyback registration rights.

November 2017 Registration Rights Agreement

Simultaneously with the execution of the November 2017 Purchase Agreement, the Issuer, Champion River and the other November 2017 Purchasers entered into a Registration Rights Agreement, dated November 3, 2017 (the November 2017 Registration Rights Agreement) with respect to the Shares acquired under the November 2017 Purchase Agreement. The November 2017 Registration Rights Agreement grants Champion River and the other November 2017 Purchasers customary shelf and piggyback registration rights.

April 2017 Registration Rights Agreement

At the closing of the First Tranche, the April 2017 Purchase Agreement required that the Issuer and the April 2017 Purchasers promptly enter into a Registration Rights Agreement in form and substance reasonably acceptable to the April 2017 Purchasers (the April 2017 Registration Rights Agreement) with respect to the Shares acquired under the April 2017 Purchase Agreement. The Issuer and the April 2017 Purchasers entered into the April 2017 Registration Rights Agreement on April 29, 2017. The April 2017 Registration Rights Agreement grants the April 2017 Purchasers customary shelf and piggyback registration rights.

The foregoing descriptions of the September 2022 Purchase Agreement, the May 2022 Joint Venture Agreement, the Termination and Release Agreement, the November 2017 Purchase Agreement, the April 2017 Purchase Agreement, the September 2022 Registration Rights Agreement, the November 2017 Registration Rights Agreement, the April 2017 Registration Rights Agreement, and the First Amendment are not complete and are qualified in their entirety by reference to the full text of the May 2022 Joint Venture Agreement, the Termination and Release Agreement, the November 2017 Purchase Agreement, the April 2017 Purchase Agreement, the November 2017 Registration Rights Agreement, the April 2017 Registration Rights Agreement, and the First Amendment, which are incorporated by reference into this Schedule 13D pursuant to Exhibits 99.2, 99.3, 99.4, 99.5, 99.6, 99. 7, 99.8, 99.9 and 99.10 of Item 7 hereof.

Champion River and Alpha acquired the Shares pursuant to the above-described transactions as investments in its ordinary course of business.

In connection with the foregoing, and as may be appropriate from time to time, each of the Reporting Persons may consider the feasibility and advisability of various alternative courses of action with respect to its investment in the Issuer, including, without limitation: (a) the acquisition or disposition by the Reporting Persons of Shares, including through derivative transactions which may include security-based swaps and short sales; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present board of directors or management of the Issuer; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) other material changes in the Issuers business or corporate structure; (g) changes in the Issuers articles of incorporation or bylaws or other actions that may impede the acquisition of control of the Issuer by any person; (h) causing any class of the Issuers securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12 of the Exchange Act; or (j) any action similar to those enumerated above.

Except as described in Item 6 and this Item 4 and any plans or proposals that may from time to time be discussed or considered by the directors of the Issuer, including the Purchaser Designee, in his fiduciary capacity as a director of the Issuer, the Reporting Persons do not currently have any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of this paragraph.

The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional Shares, dispose of some or all of the Shares, in each case in open market or private transactions, block sales or otherwise, and review or reconsider their position, change their purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of the foregoing paragraph of this Item 4) or formulate and implement plans or proposals with respect to any of the foregoing. Except as set forth in this Schedule 13D, no contract, arrangement, relationship or understanding (either oral or written) exists among the Reporting Persons as to the acquisition, disposition, voting or holding of Shares.

The Reporting Persons intend to review their investment in the Issuer from time to time on the basis of various factors, including the Issuers business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuers stock in particular, as well as other developments.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

(a) and (b) As of September 6, 2023, Champion River beneficially owned and had sole voting and dispositive power with respect to 7,940,937 Shares, representing approximately 10.58% of 75,032,367 outstanding shares of the common stock of the Issuer as of August 7, 2023, as set forth in the Issuers quarterly report on Form 10-Q for the quarter ended June 30, 2023.

As of September 6, 2023, Prime Tech, by virtue of being the sole shareholder of Champion River, may be deemed to beneficially own and have sole voting and dispositive power with respect to the Shares beneficially owned by Champion River.

As of September 6, 2023, Mayspin, by virtue of being the sole shareholder of Prime Tech, may be deemed to beneficially own and have sole voting and dispositive power with respect to the Shares beneficially owned by Champion River.

As of September 6, 2023, Winsave beneficially owned and had sole voting and dispositive power with respect to 3,088,433 Shares, representing approximately 4.12% of 75,032,367 outstanding shares of the common stock of the Issuer as of August 7, 2023, as set forth in the Issuers quarterly report on Form 10-Q for the quarter ended June 30, 2023.

As of September 6, 2023, Radiant beneficially owned and had sole voting and dispositive power with respect to 379,345 Shares, representing approximately 0.51% of 75,032,367 outstanding shares of the common stock of the Issuer as of August 7, 2023, as set forth in the Issuers quarterly report on Form 10-Q for the quarter ended June 30, 2023.

As of September 6, 2023, Alpha, by virtue of being the sole shareholder of Winsave and Radiant, may be deemed to beneficially own and have sole voting and dispositive power with respect to the Shares beneficially owned by Winsave and Radiant.

As of September 6, 2023, Apex, by virtue of being the sole shareholder of Alpha, may be deemed to beneficially own and have sole voting and dispositive power with respect to the Shares beneficially owned by Winsave and Radiant.

As of September 6, 2023, Li Ka Shing, by virtue of being the sole shareholder of Mayspin and Apex, may be deemed to beneficially own and have sole voting and dispositive power with respect to the Shares beneficially owned by Champion River, Winsave and Radiant.

(c) Information with respect to all transactions in the Shares beneficially owned by the Reporting Persons that were effected during the past sixty days is set forth in Item 4 and incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

 

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 6. Except as referenced above or described in Item 4 hereof, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between such Reporting Persons and any other person with respect to any securities of the Issuer.

 

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 99.1 Joint Filing Agreement as required by Rule 13d-1 (k)(l) under the Securities Exchange Act of 1934, as amended.

Exhibit 99.2 Securities Purchase Agreement, dated as of November 3, 2017, by and between ChromaDex Corporation, Champion River Ventures Limited, and certain other purchasers named therein (incorporated herein by reference to Exhibit 99.1 of the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 6, 2017).

Exhibit 99.3 Securities Purchase Agreement, dated as of April 26, 2017, by and between ChromaDex Corporation, Champion River Ventures Limited, and Pioneer Step Holdings Limited (incorporated herein by reference to Exhibit 99.1 of the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 27, 2017).

Exhibit 99.4 Registration Rights Agreement, dated as of November 3,2017, by and between ChromaDex Corporation, Champion River Ventures Limited, and certain other purchasers named therein (incorporated herein by reference to Exhibit 99.2 of the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 6, 2017).

Exhibit 99.5 Registration Rights Agreement, dated as of April 29, 2017, by and between ChromaDex Corporation, Champion River Ventures Limited, and Pioneer Step Holdings Limited (incorporated herein by reference to Exhibit 99.1 of the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 2, 2017).

Exhibit 99.6 First Amendment to Securities Purchase Agreement, dated as of May 24, 2017, by and between ChromaDex Corporation, Champion River Ventures Limited, and Pioneer Step Holdings Limited (incorporated herein by reference to Exhibit 99.1 of the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 25, 2017).

Exhibit 99.7 Joint Venture Agreement, dated as of May 19, 2022, by and between ChromaDex Corporation, Crystal Lake Developments Limited, Pioneer Idea Holdings Limited and Hong Kong Taikuk (China) Group Ltd (incorporated herein by reference to Exhibit 10.1 of the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2022).

Exhibit 99.8 Securities Purchase Agreement, dated as of September 30, 2022, by and between ChromaDex Corporation, Pioneer Step Holdings Limited, Champion River Ventures Limited and Robert Fried IRA (incorporated herein by reference to Exhibit 10.2 of the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 3, 2022).

Exhibit 99.9 Registration Rights Agreement, dated as of September 30, 2022, by and between ChromaDex Corporation, Pioneer Step Holdings Limited, Champion River Ventures Limited and Robert Fried IRA (incorporated herein by reference to Exhibit 10.3 of the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 3, 2022).

Exhibit 99.10 Termination Agreement, dated as of September 30, 2022, by and between ChromaDex Corporation, Crystal Lake Developments Limited, Pioneer Idea Holdings Limited, and Hong Kong Taikuk (China) Group Ltd (incorporated herein by reference to Exhibit 10.4 of the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 3, 2022).

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: September 7, 2023

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Joint Filing Agreement as required by Rule 13d-l(k)(l) under the Securities Exchange Act of 1934, as amended.
99.2		Securities Purchase Agreement, dated as of November 3, 2017, by and between ChromaDex Corporation, Champion River Ventures Limited, and certain other purchasers named therein (incorporated herein by reference to Exhibit 99.1 of the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 6, 2017).
99.3		Securities Purchase Agreement, dated as of April 26, 2017, by and between ChromaDex Corporation, Champion River Ventures Limited, and Pioneer Step Holdings Limited (incorporated herein by reference to Exhibit 99.1 of the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 27, 2017).
99.4		Registration Rights Agreement, dated as of November 3, 2017, by and between ChromaDex Corporation, Champion River Ventures Limited, and certain other purchasers named therein (incorporated herein by reference to Exhibit 99.2 of the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 6, 2017).
99.5		Registration Rights Agreement, dated as of April 29, 2017, by and between ChromaDex Corporation, Champion River Ventures Limited, and Pioneer Step Holdings Limited (incorporated herein by reference to Exhibit 99.1 of the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 2,2017).
99.6		First Amendment to Securities Purchase Agreement, dated as of May 24,2017, by and between ChromaDex Corporation, Champion River Ventures Limited, and Pioneer Step Holdings Limited (incorporated herein by reference to Exhibit 99.1 of the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 25, 2017).
99.7		Joint Venture Agreement, dated as of May 19, 2022, by and between ChromaDex Corporation, Crystal Lake Developments Limited, Pioneer Idea Holdings Limited and Hong Kong Taikuk (China) Group Ltd (incorporated herein by reference to Exhibit 10.1 of the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2022).
99.8		Securities Purchase Agreement, dated as of September 30, 2022, by and between ChromaDex Corporation, Pioneer Step Holdings Limited, Champion River Ventures Limited and Robert Fried IRA (incorporated herein by reference to Exhibit 10.2 of the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 3, 2022).
99.9		Registration Rights Agreement, dated as of September 30, 2022, by and between ChromaDex Corporation, Pioneer Step Holdings Limited, Champion River Ventures Limited and Robert Fried IRA (incorporated herein by reference to Exhibit 10.3 of the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 3, 2022).
99.10		Termination Agreement, dated as of September 30, 2022, by and between ChromaDex Corporation, Crystal Lake Developments Limited, Pioneer Idea Holdings Limited, and Hong Kong Taikuk (China) Group Ltd (incorporated herein by reference to Exhibit 10.4 of the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 3, 2022).