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 1(e), 240.13d 1(f) or 240.13d 1(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 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).
|
|
|
|
|
CUSIP No. 171077407
|
|
SC 13D/A
|
|
Page
2
of 8
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
PIONEER STEP HOLDINGS 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
3,846,155
|
|
8.
|
|
Shared Voting Power
|
|
9.
|
|
Sole Dispositive Power
3,846,155
|
|
10.
|
|
Shared Dispositive Power
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,846,155
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
8.0% (1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
CO
|
(1)
|
Calculated based upon 48,059,311 outstanding shares of the common stock of the Issuer, which represents 46,093,894 shares reported by the Issuer to be outstanding as of June 19, 2017, in the Issuers Definitive
Proxy Statement, as filed with the Securities and Exchange Commission on June 20, 2017, plus 786,167 shares and 1,179,250 shares (collectively, the
Third Closing Shares
) issued to Pioneer Step Holdings Limited and Champion
River Ventures Limited, respectively, pursuant to the Purchase Agreement, as amended by the First Amendment, described in Item 4 of this Schedule 13D.
|
|
|
|
|
|
CUSIP No. 171077407
|
|
SC 13D/A
|
|
Page
3
of 8
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
CHAU HOI SHUEN SOLINA HOLLY
|
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
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
3,846,155
|
|
8.
|
|
Shared Voting Power
|
|
9.
|
|
Sole Dispositive Power
3,846,155
|
|
10.
|
|
Shared Dispositive Power
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,846,155
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
8.0% (1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
IN
|
(1)
|
Calculated based upon 48,059,311 outstanding shares of the common stock of the Issuer, which represents 46,093,894 shares reported by the Issuer to be outstanding as of June 19, 2017, in the Issuers Definitive
Proxy Statement, as filed with the Securities and Exchange Commission on June 20, 2017, plus 786,167 shares and 1,179,250 shares (collectively, the
Third Closing Shares
) issued to Pioneer Step Holdings Limited and Champion
River Ventures Limited, respectively, pursuant to the Purchase Agreement, as amended by the First Amendment, described in Item 4 of this Schedule 13D.
|
|
|
|
|
|
CUSIP No. 171077407
|
|
SC 13D/A
|
|
Page
4
of 8
|
EXPLANATORY STATEMENT
.
This Amendment No. 2 to Schedule 13D (
Amendment No.
2
) relates to shares of Common Stock of the
Issuer and is being filed on behalf of the Reporting Persons. This Amendment No. 2 amends and supplements the Amendment No. 1 to Schedule 13D previously filed with the Securities and Exchange Commission on May 26, 2017
(
Amendment No.
1
), and the initial Schedule 13D previously filed with the Securities and Exchange Commission on May 8, 2017 (the
Initial Schedule 13D
, together
with Amendment No. 1 and this Amendment No. 2, the
Schedule 13D
). This Amendment No. 2 is being amended to reflect certain changes to the aggregate amount of shares beneficially owned by the Reporting Persons
and the appointment by the Issuer of a director designated by the Reporting Persons to serve on the Issuers Board of Directors as contemplated by the Purchase Agreement (as defined below) .
ITEM 4.
|
PURPOSE OF TRANSACTION.
|
Pursuant to the terms of the Purchase Agreement (as defined below), Pioneer
Step Holdings Limited exercised its right to designate for appointment an individual to fill one of the two new vacancies on the Issuers board of directors. Thereafter, Wing Tak Wendy Yu was designated by the Reporting Persons and appointed by
the Issuer as a director .
Securities Purchase Agreement
On April 26, 2017, Pioneer Step Holdings Limited (
Pioneer Step
) and Champion River Ventures Limited (
Champion
River
, each a
Purchaser
and together, the
Purchasers
) entered into a Securities Purchase Agreement with the Issuer (the
Purchase Agreement
). Pursuant to the
Purchase Agreement, the Issuer agreed to sell and issue 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 538,462 Shares to Pioneer Step and 807,692 Shares to the other Purchaser. Pursuant to the First Amendment to Securities
Purchase Agreement, dated May 24, 2017 (the
First Amendment
), by and among the Issuer and the Purchasers, the second tranche (the
Second Tranche
) closed on May 24, 2017, at which closing
the Issuer issued 2,521,526 Shares to Pioneer Step and 3,782,288 Shares to the other 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 786,167 Shares to Pioneer Step and 1,179,250 Shares to the other Purchaser.
Upon
completion of the Second Tranche, the 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 Purchasers (the
Purchaser Designees
). As such, Pioneer Step exercised its right
to designate for appointment an individual to fill one of the two new vacancies on the Issuers Board. Thereafter, on August 18, 2017, in connection with the closing of the Third Tranche, Wing Tak Wendy Yu was designated by the Reporting
Persons and appointed by the Issuer as a director.
In addition, from and after the date of the Purchase Agreement, upon prior written request thereof by
any Purchaser, the Issuer shall use reasonable efforts to enter into one or more voting agreements with one or more of the Purchasers and such other substantial holders of Common Stock as reasonably requested by such Purchaser(s) and agreed to by
the Issuer in respect of the election of the Purchaser Designees.
Registration Rights Agreement
At the closing of the First Tranche and unless otherwise waived by the Purchasers, the Purchase Agreement requires that the Issuer and the Purchasers promptly
enter into a Registration Rights Agreement in form and substance reasonably acceptable to the Purchasers (the
Registration Rights Agreement
) with respect to the Shares acquired under the Purchase Agreement. The Issuer and
the Purchasers entered into the Registration Rights Agreement on April 29, 2017. The Registration Rights Agreement grants the Purchasers customary shelf and piggyback registration rights.
The foregoing descriptions of the Purchase Agreement, the Registration Rights Agreement, and the First Amendment are not complete and are qualified in their
entirety by reference to the full text of the Purchase Agreement, the Registration Rights Agreement, and the First Amendment, which are incorporated by reference into this Schedule 13D pursuant to Exhibits 99.2, 99.3, and 99.4 of Item 7 hereof.
|
|
|
|
|
CUSIP No. 171077407
|
|
SC 13D/A
|
|
Page
5
of 8
|
Pioneer Step acquired the Shares as investment 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 Designees, in their fiduciary capacities as directors 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 August 22, 2017, Pioneer Step
beneficially owned and had sole voting and dispositive power with respect to 3,846,155 Shares, representing approximately 8.0% of the 48,059,311 outstanding Shares as of the date of this Schedule 13D, based on 46,093,894 Shares reported by the
Issuer to be outstanding as of June 19, 2017, in the Issuers Definitive Proxy Statement, as filed with the Securities and Exchange Commission on June 20, 2017, plus 786,167 Shares and 1,179,250 Shares issued in the Third Tranche to
Pioneer Step and Champion River, respectively, pursuant to the Purchase Agreement, as amended by the First Amendment described in Item 4 of this Schedule 13D.
As of August 22, 2017, Solina Chau, by virtue of being the sole shareholder of Pioneer Step, may be deemed to beneficially own and have sole voting and
dispositive power with respect to the Shares beneficially owned by Pioneer Step.
The share ownership reported by Pioneer Step on this Schedule 13D does
not include any Shares owned by Champion River, and each of Pioneer Step and the other Reporting Person on this Schedule 13D disclaims beneficial ownership of any Shares owned by Champion River or any other person.
(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.
|
|
|
|
|
CUSIP No. 171077407
|
|
SC 13D/A
|
|
Page
6
of 8
|
|
|
|
ITEM 7.
|
|
MATERIAL TO BE FILED AS EXHIBITS.
|
|
|
Exhibit 24
|
|
Power of Attorney (incorporated herein by reference to Exhibit 24 to the Schedule 13D, filed by the Reporting Persons with the Securities and Exchange Commission on May 8, 2017).
|
|
|
Exhibit 99.1
|
|
Joint Filing Agreement as required by Rule
13d-1(k)(1)
under the Securities Exchange Act of 1934, as amended.
|
|
|
Exhibit 99.2
|
|
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 99.3
|
|
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 99.4
|
|
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).
|
|
|
|
|
|
CUSIP No. 171077407
|
|
SC 13D/A
|
|
Page
7
of 8
|
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: August 22, 2017
|
|
|
PIONEER STEP HOLDINGS LIMITED
|
|
|
By:
|
|
/s/ Ng Ngar Bun Raymond
|
|
|
Name: Ng Ngar Bun Raymond
|
|
|
Title:
Attorney-in-Fact
|
|
CHAU HOI SHUEN SOLINA HOLLY
|
|
|
By:
|
|
/s/ Ng Ngar Bun Raymond
|
|
|
Name: Ng Ngar Bun Raymond
|
|
|
Title:
Attorney-in-Fact
|
|
|
|
|
|
CUSIP No. 171077407
|
|
SC 13D/A
|
|
Page
8
of 8
|
EXHIBIT INDEX
|
|
|
Exhibit No.
|
|
Description
|
|
|
24
|
|
Power of Attorney (incorporated herein by reference to Exhibit 24 to the Schedule 13D, filed by the Reporting Persons with the Securities and Exchange Commission on May 8, 2017).
|
|
|
99.1
|
|
Joint Filing Agreement as required by Rule
13d-1(k)(1)
under the Securities Exchange Act of 1934, as amended.
|
|
|
99.2
|
|
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).
|
|
|
99.3
|
|
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).
|
|
|
99.4
|
|
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).
|