UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A


(Amendment
No. 1)








[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.





For
the fiscal year ended December 31, 2019


or





[
] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.


For
the transition period from to





Commission file number 001-37752





CHROMADEX
CORPORATION


(Exact
name of Registrant as specified in its Charter)





Delaware

26-2940963(State or other jurisdiction of
incorporation)

(I.R.S. Employer
Identification No.)10900 Wilshire Blvd. Suite 600, Los
Angeles, California

90024(Address of
Principal Executive Offices)

(Zip
Code)





Registrant's
telephone number, including area code (310) 388-6706





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





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





Securities
registered pursuant to Section 12(g) of the Act: None.





Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act. Yes  [ ]  No [X
]





Indicate by check
mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes  [ ] No
[X]





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





Indicate
by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T during the preceding 12 months (or for
such shorter period that the registrant was required to submit such
files). Yes [X] No [ ]





Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “accelerated
filer,” “large accelerated filer,” and
“smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large
accelerated filer [   ]      
             Accelerated filer
[X]              
     Non-accelerated filer [  
]


Smaller
reporting company
[X]                  
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 financing accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐





Indicate by check
mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes [ ] No [X]





As of
June 30, 2019, the last business day of the registrant’s most
recently completed second fiscal quarter, the aggregate market
value of the registrant’s common stock held by non-affiliates
of the registrant was approximately $190.4 million, based on the
closing price of the registrant’s common stock on the NASDAQ
Capital Market on June 30, 2019.





Number
of shares of common stock of the registrant outstanding as of May
17, 2020: 61,477,895.





DOCUMENTS INCORPORATED BY REFERENCE





None.

















TABLE OF CONTENTS








ItemPART I1A.

Risk
Factors

1PART II9A

Controls and
Procedures

2PART IV15.

Exhibits, Financial
Statement Schedules

6











Table of Contents








EXPLANATORY NOTE








ChromaDex
Corporation (“ChromaDex,” the “Company,”
“we,” “our” or “us”) is filing
this Amendment No. 1 on Form 10-K/A (this “Amendment”)
to amend our Annual Report on Form 10-K for the year ended December
31, 2019 (the “Form 10-K”), originally filed with the
U.S. Securities and Exchange Commission (the “SEC”) on
March 10, 2020. As a result of a material weakness in internal
control over financial reporting that existed as of December 31,
2019 that was not identified until the Company was preparing its
Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2020, the Company is amending Part II, Item 9A “Controls
and Procedures” with respect to (a) the Company’s
conclusions regarding the effectiveness of (i) the Company’s
disclosure controls and procedures and (ii) its internal control
over financial reporting, and (b) Marcum LLP’s related
attestation report on the Company’s internal control over
financial reporting. In addition, the Company is revising Item 1A.
“Risk Factors” to add a risk factor regarding this
material weakness in internal control over financial reporting. The
material weakness in internal controls over financial reporting is
also reported in our Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2020.





In
accordance with Rule 12b-15 under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), the Company is
including with this Amendment currently dated certifications as
Exhibits 31.1, 31.2, and 32.1. We are also filing an updated
Consent of Independent Registered Public Accounting Firm.
Accordingly, Part IV, Item 15, “Exhibits and Financial
Statement Schedules” is amended to include the currently
dated certifications and consent as exhibits.





Except
as described in this Explanatory Note, this Amendment does not
reflect events occurring after the date of the filing of the Form
10-K, nor does it amend, modify or otherwise update any other
information in the Form 10-K. Among other things, forward-looking
statements made in the Form 10-K have not been revised to reflect
events that occurred or facts that became known to us after filing
of the Form 10-K, and any such forward-looking statements should be
read in their historical context. Accordingly, this Amendment
should be read in conjunction with the Form 10-K and with the
Company’s filings with the SEC subsequent to the filing of
the Form 10-K.





Notwithstanding
the existence of the material weakness described in Part II. Item
9A – “Controls and Procedures,” the Company
believes that the consolidated financial statements in the Form
10-K fairly present, in all material respects, the Company’s
financial position, results of operations and cash flows as of the
dates, and for the periods, presented, in conformity with U.S.
generally accepted accounting principles.











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PART I





Item
1A.          Risk
Factors





The
Company is supplementing the risk factors previously disclosed in
“Item 1A. Risk Factors” of the Form 10-K with the
following risk factor, which should be read in conjunction with the
other risk factors presented in the Form 10-K:





Failure to remediate a material weakness in internal accounting
controls could result in material misstatements in our financial
statements.





Our
management has identified a material weakness in our internal
control over financial reporting and has concluded that, due to
such material weakness, our disclosure controls and procedures were
not effective as of December 31, 2019. The material weakness in
internal control over financial reporting resulted from a
deficiency in our disclosure controls and procedures which could
have resulted in us not disclosing a material potential loss that
was reasonably possible, and therefore requiring a qualitative
disclosure in our consolidated financial statements under ASC 450
– Contingencies. The
material weakness has not been remediated as of March 31, 2020. If
not remediated, or if we identify further material weaknesses in
our internal controls, our failure to establish and maintain
effective disclosure controls and procedures and internal control
over financial reporting could result in material misstatements in
our financial statements and a failure to meet our reporting and
financial obligations, each of which could have a material adverse
effect on our financial condition and the trading price of our
common stock.





PART II





Item
9A.         
Controls and Procedures





Evaluation of Disclosure Controls and Procedures (As
Revised)





In
connection with the filing of our Form 10-K, our chief executive
officer and our chief financial officer, after evaluating the
effectiveness of our disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of
December 31, 2019, concluded that our disclosure controls and
procedures were effective.





Subsequent
to that evaluation, management reevaluated the effectiveness of our
disclosure controls and procedures as of December 31, 2019 and
concluded that, because of the material weakness identified in our
internal control over financial reporting discussed below, our
disclosure controls and procedures were not effective as of
December 31, 2019.





Management Report on Internal Control over Financial Reporting (As
Revised)





Our
management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rule
13a-15(f) and 15d-(f) under the Exchange Act. Our internal control
over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of consolidated financial statements for external
purposes in accordance with U.S. generally accepted accounting
principles. Our internal control over financial reporting include
those policies and procedures that:





(i)
pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
our assets;





(ii)
provide reasonable assurance that transactions are recorded as
necessary to permit the preparation of our consolidated financial
statements in accordance with U.S. generally accepted accounting
principles, and that our receipts and expenditures are being made
only in accordance with authorizations of our management and
directors; and





(iii)
provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of our
assets that could have a material effect on the consolidated
financial statements.





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In
connection with the Form 10-K, our management, including the
undersigned principal executive officer and principal financial
officer, assessed the effectiveness of our internal control over
financial reporting as of December 31, 2019. In conducting its
assessment, our management used the criteria issued by the
Committee of Sponsoring Organizations of the Treadway Commission in
Internal Control—Integrated
Framework in 2013. Based on this assessment, our management
concluded that, as of December 31, 2019, our internal control
over financial reporting was effective based on those
criteria.





Subsequent
to that evaluation, management reevaluated the effectiveness of our
internal control over financial reporting as of December 31, 2019
and concluded that, because of the material weakness identified,
our internal control over financial reporting was not effective as
of December 31, 2019.





The
material weakness in internal control over financial reporting
resulted from a deficiency in our disclosure controls and
procedures which could have resulted in the Company not disclosing
a material potential loss that was reasonably possible, and
therefore requiring a qualitative disclosure in consolidated
financial statements under ASC 450 – Contingencies.





The
Company is still in the process of analyzing and addressing the
material weakness. The material weakness will not be considered
remediated until the applicable remedial control operates for a
sufficient period of time and management has concluded, through
testing, that this control is operating effectively. We expect that
the remediation of this material weakness will be completed prior
to the end of year 2020.





We did
not revise our financial statements for prior periods for the
disclosure of the potential loss based on our belief that the
effect of the lack of the disclosure was not material to the
financial statements taken as a whole. Therefore, our chief
executive officer and our chief financial officer believe that,
notwithstanding the material weakness discussed above, the
consolidated financial statements in our Annual Report on Form 10-K
for the year ended December 31, 2019 present fairly, in all
material respects, our financial position, results of operations
and cash flows for the periods presented.





Changes in Internal Control over Financial Reporting





Except
as noted above, there were no changes in internal controls over
financial reporting (as defined in Rule 13a−15(f) promulgated
under the Exchange Act) that occurred during our fourth fiscal
quarter that have materially affected or are reasonably likely to
materially affect our internal control over financial
reporting.





Inherent Limitations on Disclosure Controls and
Procedures





The
effectiveness of our disclosure controls and procedures is subject
to various inherent limitations, including cost limitations,
judgments used in decision making, assumptions about the likelihood
of future events, the soundness of our systems, the possibility of
human error, and the risk of fraud. Moreover, projections of any
evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in
conditions and the risk that the degree of compliance with policies
or procedures may deteriorate over time. Because of these
limitations, there can be no assurance that any system of
disclosure controls and procedures, no matter how well conceived,
will be successful in preventing all errors or fraud or in making
all material information known in a timely manner to the
appropriate levels of management.





Inherent Limitations on Internal Control





Internal
control over financial reporting cannot provide absolute assurance
of achieving financial reporting objectives because of its inherent
limitations, including the possibility of human error and
circumvention by collusion or overriding of control. Accordingly,
even an effective internal control system may not prevent or detect
material misstatements on a timely basis. Also, projections of any
evaluation of effectiveness to future periods are subject to the
risk that the controls may become inadequate because of changes in
conditions or that the degree of compliance with the policies or
procedures may deteriorate. Accordingly, our internal control over
financial reporting is designed to provide reasonable assurance of
achieving their objectives.





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Attestation Report of the Registered Public Accounting
Firm





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM


ON INTERNAL CONTROL OVER FINANCIAL REPORTING





To the Shareholders and Board of Directors of


ChromaDex Corporation





Adverse Opinion on Internal Control over Financial
Reporting





We have audited ChromaDex Corporation’’s (the
"Company") internal control over financial reporting as of December
31, 2019, based on criteria established in Internal Control-Integrated
Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, because of the effect of the material weakness
described in the following paragraph on the achievement of the
objectives of the control criteria, the Companyhas not maintained effective internal control over
financial reporting as of December 31, 2019, based on criteria
established in Internal Control-Integrated
Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway
Commission.





We have also audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States)
(“PCAOB”), the consolidated balance sheets as of
December 31, 2019 and 2018 and the related consolidated statements
of operations, shareholders’ equity, and cash flows and the
related notesfor the December 31, 2019 and
2018of the Company and our report dated March 10,
2020, except for the restatement as to the effectiveness of
internal control over financial reporting for the material weakness
related to ineffective designed controls over the evaluation and
conclusion of contingencies under ASC 450, as to which the date is
May 18, 2020, expressed an unqualified opinion on those
consolidated financial statements.





In our report dated March 10, 2020, we expressed an unqualified
opinion on the effectiveness of the Company's internal control over
financial reporting. As described below, the Company subsequently
identified a material weakness in its internal control over
financial reporting. Accordingly, management has revised its
assessment about the effectiveness of the Company's internal
control over financial reporting, and our present opinion on the
effectiveness of the Company's internal control over financial
reporting as of May 18, 2020, as presented herein, is different
from that expressed in our previous report.





A material weakness is a control deficiency, or combination of
deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement
of the Company's annual or interim financial statements will not be
prevented or detected on a timely basis. The following material
weakness have been identified and included in Management's Annual
Report on Internal Control Over Financial Reporting:





Management does not have adequate controls over financial reporting
resulting from ineffective designed controls over the evaluation
and conclusion of contingencies under ASC 450.





This material weakness were considered in determining the nature,
timing and extent of audit tests applied in our audit of the fiscal
December 31, 2019 consolidated financial statements, and this
report does not affect our report dated March 10, 2020 on those
consolidated financial statements.





-3-











Basis for Opinion





The Company's management is responsible for maintaining effective
internal control over financial reporting, and for its assessment
of the effectiveness of internal control over financial reporting,
included in the accompanying Management Annual Report on Internal
Control Over Financial Reporting. Our responsibility is to express
an opinion on the Company's internal control over financial
reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.





We conducted our audit in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material
respects. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our
audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.





Definition and Limitations of Internal Control over Financial
Reporting





A company's internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted
accounting principles. A company's internal control over financial
reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could
have a material effect on the financial statements.





Because of the inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because
of changes in conditions, or that degree of compliance with the
policies or procedures may deteriorate.











Marcum llp


New York, NY


March 10, 2020, except for the restatement as to the effectiveness
of internal control over financial reporting for the material
weakness related to ineffective designed controls over the
evaluation and conclusion of contingencies under ASC 450, as to
which the date is May 18, 2020.





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  Table of Contents





PART IV





Item
15.               
Exhibits and Financial Statement
Schedules





(a)(3) List of
Exhibits








INDEX
TO EXHIBITS





Exhibit
No.

Description23.1

Consent
of Marcum, LLP, Independent Registered Public Accounting
Firm❖31.1

Certification
of the Chief Executive Officer pursuant to §240.13a-14 or
§240.15d-14 of the Securities Exchange Act of 1934, as
amended❖31.2

Certification
of the Chief Financial Officer pursuant to §240.13a-14 or
§240.15d-14 of the Securities Exchange Act of 1934, as
amended❖32.1

Certification
pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002)❖


_________


❖
 Filed
herewith.





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  Table of Contents





SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment
No. 1 to its Annual Report on Form 10-K to be signed on its behalf
by the undersigned thereunto duly authorized, on the 18th day of
May 2020.





CHROMADEX
CORPORATIONBy:
/s/ ROBERT
FRIEDRobert
FriedChief Executive Officer


Pursuant
to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 1 to the Annual Report on Form 10-K has been signed
below by the following persons on behalf of the registrant in the
capacities and on the dates indicated.





Signature

Title

Date/s/ ROBERT
FRIED

Chief
Executive Officer and Director

May 18,
2020Robert
Fried

(Principal
Executive Officer)/s/ KEVIN
FARR

Chief
Financial Officer

May 18,
2020Kevin
Farr

(Principal
Financial and Accounting Officer)/s/ FRANK L. JAKSCH
JR.*

Executive
Chairman of the Board and Director

May 18,
2020Frank
L. Jaksch Jr./s/ STEPHEN
BLOCK*

Director

May 18,
2020Stephen
Block/s/ JEFF
BAXTER*

Director

May 18,
2020Jeff
Baxter/s/ KURT
GUSTAFSON*

Director

May 18,
2020Kurt
Gustafson/s/ STEVEN
RUBIN*

Director

May 18,
2020Steven
Rubin/s/ TONY
LAU*

Director

May 18,
2020Tony
Lau/s/ WENDY
YU*

Director

May 18,
2020Wendy
Yu








*Pursuant to Power of Attorney





BY:
/s/ ROBERT
FRIEDRobert
Fried, as attorney in
fact








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