Form 8-K - Current report

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): October 8, 2024

CHROMADEX CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-37752

26-2940963

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

10900 Wilshire Blvd. Suite 600, Los Angeles, California 90024

(Address of principal executive offices, including zip code)

(310) 388-6706

(Registrant's telephone number, including area code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4.01 Changes in Registrant’s Certifying Accountant.

On October 8, 2024, Marcum LLP (“Marcum”) notified ChromaDex Corporation (the “Company”) that it was resigning, effective October 31, 2024, as the independent registered public accounting firm for the Company due to independence concerns relating to Marcum’s impending merger with CBIZ Inc., which provides human resources consulting and health insurance brokerage services to the Company. Marcum is not required to obtain, and did not seek, the Company’s consent to its decision to resign as the Company’s independent registered public accounting firm. As a result, neither the board of directors of the Company (the “Board”) nor the Audit Committee of the Board took part in Marcum’s decision to provide its notice of resignation.

Marcum’s audit reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2022 and 2023 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ended December 31, 2022 and 2023 and the subsequent interim period through the date of this Current Report on Form 8-K, there were (i) no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Marcum would have caused them to make reference thereto in connection with their reports on the financial statements for such years and (ii) no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company has requested that Marcum furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter, dated October 11, 2024, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description
16.1						Letter from Marcum LLP, dated as of October 11, 2024, addressed to the Securities and Exchange Commission
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	CHROMADEX CORPORATION

Dated: October 11, 2024	By:	/s/ Robert Fried
		Name: Robert Fried
		Chief Executive Officer

� ! "#$%&''()*+(++ ,-.$ October 11, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by ChromaDex Corporation under Item 4.01 of its Form 8-K dated October 11, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of ChromaDex Corporation contained therein. Very truly yours, Marcum LLP EXHIBIT 16.1

Cover	Oct. 08, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 08, 2024
Entity Registrant Name	CHROMADEX CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37752
Entity Tax Identification Number	26-2940963
Entity Address, Address Line One	10900 Wilshire Blvd.
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90024
City Area Code	(310)
Local Phone Number	388-6706
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CDXC
Entity Emerging Growth Company	false
Entity Central Index Key	0001386570
Amendment Flag	false