Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]

CDXC ChromaDex Corporation

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Share Name	Share Symbol	Market	Type
ChromaDex Corporation	NASDAQ:CDXC	NASDAQ	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	-0.32	-4.44%	6.88	6.85	7.05	7.1306	6.80	7.03	1,037,216	00:54:09

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, 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. 15)*

CHROMADEX CORPORATION

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

171077407

(CUSIP Number)

Pioneer Step Holdings Limited

Dvorak International Limited

Skyinvest Associates Limited

Elgar International Limited

Brilliant Dynasty Limited

Champion River Ventures Limited

Winsave Resources Limited

Radiant Treasure Limited

Attention: Tony Pun

c/o Suites PT. 2909 & 2910

Harbour Centre

25 Harbour Road

Wanchai, Hong Kong

(852) 2186-3864

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

August 20, 2024

(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 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 remainder of this cover page shall be filled out for a reporting person’s 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).


CUSIP No. 171077407		SC 13D/A		Page 2 of 24


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

(1)	Calculated based upon 75,933,137 outstanding shares of the common stock of the Issuer as of August 5, 2024, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission on August 7, 2024.


CUSIP No. 171077407		SC 13D/A		Page 3 of 24


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) DVORAK 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) 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

(1)	Calculated based upon 75,933,137 outstanding shares of the common stock of the Issuer as of August 5, 2024, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission on August 7, 2024.


CUSIP No. 171077407		SC 13D/A		Page 4 of 24


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) SKYINVEST ASSOCIATES 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

(1)	Calculated based upon 75,933,137 outstanding shares of the common stock of the Issuer as of August 5, 2024, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission on August 7, 2024.


CUSIP No. 171077407		SC 13D/A		Page 5 of 24


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) ELGAR 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

(1)	Calculated based upon 75,933,137 outstanding shares of the common stock of the Issuer as of August 5, 2024, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission on August 7, 2024.


CUSIP No. 171077407		SC 13D/A		Page 6 of 24


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) BRILLIANT 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

(1)	Calculated based upon 75,933,137 outstanding shares of the common stock of the Issuer as of August 5, 2024, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission on August 7, 2024.


CUSIP No. 171077407		SC 13D/A		Page 7 of 24


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

(1)	Calculated based upon 75,933,137 outstanding shares of the common stock of the Issuer as of August 5, 2024, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission on August 7, 2024.


CUSIP No. 171077407		SC 13D/A		Page 8 of 24


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

(1)	Calculated based upon 75,933,137 outstanding shares of the common stock of the Issuer as of August 5, 2024, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission on August 7, 2024.


CUSIP No. 171077407		SC 13D/A		Page 9 of 24


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

(1)	Calculated based upon 75,933,137 outstanding shares of the common stock of the Issuer as of August 5, 2024, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission on August 7, 2024.


CUSIP No. 171077407		SC 13D/A		Page 10 of 24


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) PF
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization British citizen with Hong Kong permanent residence

(1)	Calculated based upon 75,933,137 outstanding shares of the common stock of the Issuer as of August 5, 2024, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission on August 7, 2024.


CUSIP No. 171077407		SC 13D/A		Page 11 of 24

EXPLANATORY STATEMENT

This Amendment No. 15 to Schedule 13D (“Amendment No. 15”) relates to the shares of common stock (the “Common Stock”), par value $0,001 per share, of ChromaDex Corporation, a Delaware corporation (the “Issuer” and such shares of Common Stock, the “Shares”), and is being filed on behalf of the Reporting Persons. This Amendment No. 15 amends and supplements Amendment No. 14 to Schedule 13D previously filed with the Securities and Exchange Commission (the “SEC”) on October 3, 2022 (“Amendment No. 14”), Amendment No. 13 to Schedule 13D previously filed with the SEC on May 20, 2022 (“Amendment No. 13”), Amendment No. 12 to Schedule 13D previously filed with the SEC on September 21, 2021 (“Amendment No. 12”), Amendment No. 11 to Schedule 13D previously filed with the SEC on September 20, 2021 (“Amendment No. 11”), Amendment No. 10 to Schedule 13D previously filed with the SEC on September 17, 2021 (“Amendment No. 10”), Amendment No. 9 to Schedule 13D previously filed with the SEC on April 29, 2020 (“Amendment No. 9”). Amendment No. 8 to Schedule 13D previously filed with the SEC on August 16, 2019 (“Amendment No. 8”), the Amendment No. 7 to Schedule 13D previously filed with the SEC on July 2, 2019 (“Amendment No. 7”), the Amendment No. 6 to Schedule 13D previously filed with the SEC on May 20, 2019 (“Amendment No. 6”), the Amendment No. 5 to Schedule 13D previously filed with the SEC on May 13, 2019 (“Amendment No. 5”), the Amendment No. 4 to Schedule 13D previously filed with the SEC on November 21, 2017 (“Amendment No. 4”), the Amendment No. 3 to Schedule 13D previously filed with the SEC on November 7, 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, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, and this Amendment No. 15, the “Schedule 13D”).

ITEM 1.

SECURITY AND ISSUER.

This Schedule 13D relates to shares of Common Stock of the Issuer. The address of the Issuer’s 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.

The Shares to which this Schedule 13D relates are owned directly by Pioneer Step, Dvorak International, Skyinvest Associates, Champion River, Radiant and Winsave (each as defined below).

Item 2 (a) - (c). This Schedule 13D is being filed by the following persons: Pioneer Step Holdings Limited, a British Virgin Islands corporation (“Pioneer Step”), Dvorak International Limited, a British Virgin Islands corporation (“Dvorak International”), Skyinvest Associates Limited, a British Virgin Islands corporation (“Skvinvest Associates”), Elgar International Limited, a British Virgin Islands corporation (“Elgar International”), Brilliant Dynasty Limited, a British Virgin Islands corporation (“Brilliant Dynasty”), Champion River Ventures Limited, a British Virgin Islands corporation (“Champion River”), Radiant Treasure Limited, a British Virgin Islands corporation (“Radiant”), Winsave Resources Limited, a British Virgin Islands corporation (“Winsave”), Chau Hoi Shuen Solina Holly, a British citizen and a permanent resident of the Hong Kong Special Administrative Region, People’s Republic of China (“Solina Chau”). Pioneer Step, Dvorak International, Skyinvest Associates, Elgar International, Brilliant Dynasty, Champion River, Winsave, Radiant and Solina Chau are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.” Solina Chau is the sole shareholder of each of Pioneer Step, Dvorak, Skyinvest Associates and Elgar International. Elgar International is the sole shareholder of Brilliant Dynasty. Brilliant Dynasty is the sole shareholder of each of Champion River, Radiant and Winsave following the completion of the August 2024 Transaction (as defined below).

Item 2 (d) - (e). During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding, 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.


CUSIP No. 171077407		SC 13D/A		Page 12 of 24

Item 2 (f). Each of Pioneer Step, Dvorak International, Skyinvest Associates, Elgar International, Brilliant Dynasty, Champion River, Winsave and Radiant is a corporation formed under the laws of the British Virgin Islands. Solina Chau, a natural person, is a British citizen and a permanent resident of the Hong Kong Special Administrative Region, People’s Republic of China.

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.

August 2024 Transaction

On August 20, 2024, Brilliant Dynasty entered into a securities purchase agreement (the “August 2024 Purchase Agreement”) with Prime Tech Global Limited, a British Virgin Islands corporation (“Prime Tech”) and Alpha Mount International Limited, a British Virgin Islands corporation (“Alpha”) to purchase all of the share capital of Champion River, Winsave and Radiant from Prime Tech and Alpha, for an aggregate consideration of $32,058,489.15 (the “August 2024 Transaction”). At time of entry into the August 2024 Purchase Agreement, Prime Tech owned all of the share capital of Champion River and Alpha owned all of the share capital of Winsave and Radiant. At the time of entry into the August 2024 Purchase Agreement, Champion River, Winsave and Radiant beneficially owned 7,940,937, 3,088,433 and 379,345 Shares, respectively, and by virtue of the August 2024 Transaction, Brilliant Dynasty will indirectly beneficially own the Shares held by Champion River, Winsave and Radiant.

September 2022 Securities Purchase Agreement

On September 30, 2022, Pioneer Step, 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”). Pioneer Step, in its capacity as a September 2022 Purchaser, agreed to purchase 960,000 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.

Pioneer Idea, a company organized under the laws of the British Virgin Islands, is indirectly wholly-owned by Solina Chau.

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.


CUSIP No. 171077407		SC 13D/A		Page 13 of 24

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 Sinopharm’s 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 99.12 and Exhibit 99.15 of Item 7 hereof.

April 2020 Securities Purchase Agreement

On April 27, 2020, Pioneer Step and Winsave Resources Limited (each a “April 2020 Purchaser” and together, the “April 2020 Purchasers”) entered into a Securities Purchase Agreement with the Issuer (the “April 2020 Purchase Agreement”). Pursuant to the April 2020 Purchase Agreement, the Issuer agreed to issue and sell to the April 2020 Purchasers an aggregate of approximately $5 million of Common Stock (1,225,490 Shares) at a purchase price of $4.08 per share (the “April 2020 Transaction”). Pioneer Step, in its capacity as a April 2020 Purchaser, agreed to purchase 490,196 Shares in the April 2020 Transaction. The closing of the April 2020 Transaction occurred on May 7, 2020.

May 2019 Note Purchase Agreement and Convertible Promissory Notes

On May 9, 2019, Pioneer Step and Winsave Resources (each a “May 2019 Purchaser” and together, the “May 2019 Purchasers”) entered into a Securities Purchase Agreement with the Issuer (the “May 2019 Note Purchase Agreement”), Pursuant to the May 2019 Note Purchase Agreement, the Issuer agreed to issue and sell to each of Pioneer Step and Winsave Resources, and each of Pioneer Step and Winsave Resources agreed to purchase from the Issuer, a Convertible Promissory Note in the principal amount of $5,000,000 (each, a “Note” and collectively, the “Notes”), which is convertible into certain amount of Shares pursuant to the terms thereof (the “May 2019 Transaction”), The Note issued and sold by the Issuer to Pioneer Step is hereinafter referred to as the “Pioneer Step Note”, and the Note issued and sold by the Issuer to Winsave Resources is hereinafter referred to as the “Winsave Resources Note”. Each of the Notes bears simple interest at the rate of 5% per annum.

Pursuant to the Pioneer Step Note (as amended as described below), the principal amount and any accrued interest shall automatically convert into Shares at a conversion price of $4.59 per share on the Maturity Date (as defined below); provided that, if the Issuer issues and sells any Shares, or any securities convertible into Shares, to any investors (the “Investors”) on or before the Maturity Date in one or more financing transactions (each, a “Financing Transaction”), then, at the option of Pioneer Step, the conversion price of the Pioneer Step Note shall be equal to the lowest price per share paid by any such Investor purchasing any such Shares (or the lowest conversion price per share for any such securities convertible into Shares and purchased by an Investor) in any such financing transaction(s) on or prior to the Maturity Date.

The May 2019 Transaction closed on May 17, 2019, at which closing the Issuer issued and sold the Pioneer Step Note to Pioneer Step and the Winsave Resources Note to Winsave Resources, respectively.


CUSIP No. 171077407		SC 13D/A		Page 14 of 24

On June 30, 2019, the Issuer, Pioneer Step and Winsave Resources entered into an Omnibus Amendment to Note Purchase Agreement and Convertible Promissory Notes (the “Omnibus Amendment”) whereby (i) the restriction on the Issuer to issue any Shares or securities convertible or exchangeable into Shares during the Restricted Period (as defined in the May 2019 Note Purchase Agreement) was removed, and (ii) the original maturity date under each of the Notes was extended from July 1, 2019 to August 15, 2019 (“Maturity Date”).

As disclosed by the Issuer, on August 13, 2019, the Issuer entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers named therein (the “Purchasers”), pursuant to which the Issuer agreed to sell and issue certain amount of Shares to the Purchasers at a purchase price of $4,465 per share.

On August 15, 2019, the Notes were converted into an aggregate of 2,267,254 Shares at a conversion price of $4,465 per share, which is equal to the purchase price per share paid by the Purchasers to the Issuer under the Purchase Agreement, pursuant to the terms of the Notes, Under the Pioneer Step Note, 1,133,627 Shares are issued to Pioneer Step in accordance with the terms therein.

November 2017 Securities Purchase Agreement

On November 3, 2017, Pioneer Step 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”), Pioneer Step, in its capacity as a November 2017 Purchaser, has agreed to purchase 487,805 Shares in the November 2017 Transaction, The November 2017 Transaction closed on November 17, 2017, at which closing the Issuer issued 487,805 Shares to Pioneer Step and 5,121,950 Shares to the other November 2017 Purchasers.

April 2017 Securities Purchase Agreement

On April 26, 2017, Pioneer Step and Champion River (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 538,462 Shares to Pioneer Step and 807,692 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 2,521,526 Shares to Pioneer Step and 3,782,288 Shares to the other April 2017 Purchaser. Pursuant to the First Amendment, following approval by the Issuer’s 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 April 2017 Purchaser.

Upon completion of the Second Tranche, the April 2017 Purchase Agreement required that the Issuer’s 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 Issuer’s 2017 Annual Meeting of Stockholders by one designee selected by each of the April 2017 Purchasers (the “Purchaser Designees”). As such, each of Pioneer Step and Champion River exercised its right to designate for appointment an individual to fill one of the two vacancies on the Issuer’s 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 IRA customary shelf and piggyback registration rights.


CUSIP No. 171077407		SC 13D/A		Page 15 of 24

April 2020 Registration Rights Agreement

Simultaneously with the execution of the April 2020 Purchase Agreement, the Issuer, Pioneer Step and Winsave Resources entered into a Registration Rights Agreement, dated as of April 27, 2020 (the “April 2020 Registration Rights Agreement”) with respect to the Shares acquired under the April 2020 Purchase Agreement. The April 2020 Registration Rights Agreement grants Pioneer Step and Winsave Resources customary shelf and piggyback registration rights.

May 2019 Registration Rights Agreement

Simultaneously with the execution of the May 2019 Note Purchase Agreement, the Issuer and the May 2019 Purchasers entered into a Registration Rights Agreement, dated May 9, 2019 (the “May 2019 Registration Rights Agreement”) with respect to the Shares issuable to the May 2019 Purchasers upon conversion of the Notes pursuant to the terms of the Notes. The May 2019 Registration Rights Agreement grants the May 2019 Purchasers customary shelf and piggyback registration rights.

November 2017 Registration Rights Agreement

Simultaneously with the execution of the November 2017 Purchase Agreement, the Issuer, Pioneer Step 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 Pioneer Step 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.

Market Purchases

On June 16, 2022, Skyinvest Associates purchased an aggregate of 60,037 Shares in open market purchases at an average purchase price of approximately $1.6636 per share for an aggregate purchase price of approximately $99,877.55.

On June 15, 2022, Skyinvest Associates purchased an aggregate of 47,479 Shares in open market purchases at an average purchase price of approximately $1.7693 per share for an aggregate purchase price of approximately $84,004.59.

On June 14, 2022, Skyinvest Associates purchased an aggregate of 39,449 Shares in open market purchases at an average purchase price of approximately $1.8212 per share for an aggregate purchase price of approximately $71,844.52.

On May 13 2022, Skyinvest Associates purchased an aggregate of 30,943 Shares in open market purchases at an average purchase price of approximately $1.6659 per share for an aggregate purchase price of approximately $51,547.94.

On September 20, 2021, Skyinvest Associates acquired an aggregate of 22,678 Shares in open market purchases at an average purchase price of approximately $6.6392 per share for an aggregate purchase price of approximately $150,563.78.


CUSIP No. 171077407		SC 13D/A		Page 16 of 24

On September 17, 2021, Skyinvest Associates acquired an aggregate of 11,272 Shares in open market purchases at an average purchase price of approximately $6.6661 per share for an aggregate purchase price of approximately $75,140.28.

From September 15-16, 2021, Skyinvest Associates acquired an aggregate of 336,000 Shares in open market purchases at an average purchase price of approximately $6.45 per share for an aggregate purchase price of approximately $2,166,63 8.74.

From November 15-27, 2019, Dvorak International acquired an aggregate of 420,000 Shares in open market purchases at a purchase price of $3.23 to $3.80 per share for an aggregate purchase price of approximately $1,485,000.

The foregoing descriptions of the August 2024 Purchase Agreement, the September 2022 Purchase Agreement, May 2022 Joint Venture Agreement, the Termination and Release Agreement, the April 2020 Purchase Agreement, May 2019 Note Purchase Agreement, the Notes, the November 2017 Purchase Agreement, the April 2017 Purchase Agreement, the September 2022 Registration Rights Agreement, the May 2019 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 such agreements, which are incorporated by reference into this Schedule 13D pursuant to Exhibits 99.2—99.16 of item 7 hereof.

Each of Pioneer Step, Dvorak International, Skyinvest Associates, Brilliant Dynasty, Elgar International, Champion River, Winsave and Radiant 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 Issuer’s business or corporate structure; (g) changes in the Issuer’s 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 Issuer’s 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 her 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 Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s stock in particular, as well as other developments.


CUSIP No. 171077407		SC 13D/A		Page 17 of 24

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) and (b)

As of August 20, 2024, Pioneer Step beneficially owned and had sole voting and dispositive power with respect to 6,917,783 Shares, representing approximately 9.11% of the 75,933,137 outstanding shares of the common stock of the Issuer as of August 5, 2024, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2024, as filed with the SEC on August 7, 2024.

As of August 20, 2024, Dvorak International beneficially owned and had sole voting and dispositive power with respect to 420,000 Shares, representing approximately 0.55% of the 75,933,137 outstanding shares of the common stock of the Issuer as of August 5, 2024, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2024, as filed with the SEC on August 7, 2024.

As of August 20, 2024, Skyinvest Associates beneficially owned and had sole voting and dispositive power with respect to 547,858 Shares, representing approximately 0.72% of the 75,933,137 outstanding shares of the common stock of the Issuer as of August 5, 2024, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2024, as filed with the SEC on August 7, 2024.

As of August 20, 2024, Champion River beneficially owned and had sole voting and dispositive power with respect to 7,940,937 Shares, representing approximately 10.46% of the 75,933,137 outstanding shares of the common stock of the Issuer as of August 5, 2024, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2024, as filed with the SEC on August 7, 2024.

As of August 20, 2024, Winsave beneficially owned and had sole voting and dispositive power with respect to 3,088,433 Shares, representing approximately 4.07% of the 75,933,137 outstanding shares of the common stock of the Issuer as of August 5, 2024, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2024, as filed with the SEC on August 7, 2024.

As of August 20, 2024, Radiant beneficially owned and had sole voting and dispositive power with respect to 379,345 Shares, representing approximately 0.50% of the 75,933,137 outstanding shares of the common stock of the Issuer as of August 5, 2024, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2024, as filed with the SEC on August 7, 2024.

As of August 20, 2024, Brilliant Dynasty, by virtue of being the sole shareholder of each of Champion River, Winave and Radiant, may be deemed to beneficially own and have sole voting and dispositive power with respect to the Shares beneficially owned by each of Champion River, Winave and Radiant. Collectively, Brilliant Dynasty may be deemed to beneficially own and have sole voting and dispositive power with respect to 11,408,715 Shares, representing approximately 15.02% of the 75,933,137 outstanding shares of the common stock of the Issuer as of August 5, 2024, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2024, as filed with the SEC on August 7, 2024.

As of August 20, 2024, Elgar International, by virtue of being the sole shareholder of Brilliant Dynasty, may be deemed to beneficially own and have sole voting and dispositive power with respect to the Shares beneficially owned by Brilliant Dynasty. Elgar International may be deemed to beneficially own and have sole voting and dispositive power with respect to 11,408,715 Shares, representing approximately 15.02% of the 75,933,137 outstanding shares of the common stock of the Issuer as of August 5, 2024, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2024, as filed with the SEC on August 7, 2024.

As of August 20, 2024, Solina Chau, by virtue of being the sole shareholder of each of Pioneer Step, Dvorak International, Skyinvest Associates and Elgar International, may be deemed to beneficially own and have sole voting and dispositive power with respect to the Shares beneficially owned by each of Pioneer Step, Dvorak International Skyinvest Associates and Elgar International. Collectively, Solina Chau may be deemed to beneficially own and have sole voting and dispositive power with respect to 19,294,356 Shares, representing approximately 25.41% of the 75,933,137 outstanding shares of the common stock of the Issuer as of August 5, 2024, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2024, as filed with the SEC on August 7, 2024.


CUSIP No. 171077407		SC 13D/A		Page 18 of 24

(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-l (k)(l) under the Securities Exchange Act of 1934, as amended.

Exhibit 99.2		Securities Purchase Agreement, dated as of April 27, 2020, by and between ChromaDex Corporation, Pioneer Step Holdings Limited, and Winsave Resources Limited (incorporated herein by reference to Exhibit 99.1 of the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 29, 2020).

Exhibit 99.3		Registration Rights Agreement, dated as of April 27, 2020, by and between ChromaDex Corporation, Pioneer Step Holdings Limited, and Winsave Resources Limited (incorporated herein by reference to Exhibit 99.2 of the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 29, 2020).

Exhibit 99.4		Omnibus Amendment to Note Purchase Agreement and Convertible Promissory Notes, dated June 30, 2019, by and between ChromaDex Corporation, Winsave Resources Limited, and Pioneer Step Holdings Limited (incorporated herein by reference to Exhibit 99.1 of the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 1, 2019).

Exhibit 99.5		Note Purchase Agreement, dated as of May 9, 2019, by and between ChromaDex Corporation, Winsave Resources Limited, and Pioneer Step Holdings Limited (incorporated herein by reference to Exhibit 99.1 of the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 10, 2019).

Exhibit 99.6		Securities Purchase Agreement, dated as of November 3, 2017, by and between ChromaDex Corporation, Pioneer Step Holdings Limited, and certain other purchasers named therein (incorporated herein by reference to Exhibit 99.1 of the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 6, 2017).

Exhibit 99.7		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 Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 27, 2017).

Exhibit 99.8		Registration Rights Agreement, dated as of May 9, 2019, by and between ChromaDex Corporation, Winsave Resources Limited, and Pioneer Step Holdings Limited (incorporated herein by reference to Exhibit 99.2 of the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 10, 2019).


CUSIP No. 171077407		SC 13D/A		Page 19 of 24


Exhibit 99.9		Registration Rights Agreement, dated as of November 3, 2017, by and between ChromaDex Corporation, Pioneer Step Holdings Limited, and certain other purchasers named therein (incorporated herein by reference to Exhibit 99.2 of the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 6, 2017).

Exhibit 99.10		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 Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 2, 2017).

Exhibit 99.11		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 Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 25, 2017).

Exhibit 99.12		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 Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2022).

Exhibit 99.13		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 Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 3, 2022).

Exhibit 99.14		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 Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 3, 2022).

Exhibit 99.15		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 Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 3, 2022).

Exhibit 99.16		Securities Purchase Agreement, dated as of August 20, 2024, by and between Prime Tech Global Limited, Alpha Mount International Limited and Brilliant Dynasty Limited.


CUSIP No. 171077407		SC 13D/A		Page 20 of 24

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 20, 2024


PIONEER STEP HOLDINGS LIMITED

By:	/s/ Chau Hoi Shuen Solina Holly
	Name:	Chau Hoi Shuen Solina Holly
	Title:	Authorized Person

DVORAK INTERNATIONAL LIMITED

By:	/s/ Chau Hoi Shuen Solina Holly
	Name:	Chau Hoi Shuen Solina Holly
	Title:	Authorized Person

SKYINVEST ASSOCIATES LIMITED

By:	/s/ Chau Hoi Shuen Solina Holly
	Name:	Chau Hoi Shuen Solina Holly
	Title:	Authorized Person

ELGAR INTERNATIONAL LIMITED

By:	/s/ Chau Hoi Shuen Solina Holly
	Name:	Chau Hoi Shuen Solina Holly
	Title:	Authorized Person

BRILLIANT DYNASTY LIMITED

By:	/s/ Chau Hoi Shuen Solina Holly
	Name:	Chau Hoi Shuen Solina Holly
	Title:	Authorized Person

CHAMPION RIVER VENTURES LIMITED

By:	/s/ Chau Hoi Shuen Solina Holly
	Name:	Chau Hoi Shuen Solina Holly
	Title:	Authorized Person

WINSAVE RESOURCES LIMITED

By:	/s/ Chau Hoi Shuen Solina Holly
	Name:	Chau Hoi Shuen Solina Holly
	Title:	Authorized Person

RADIANT TREASURE LIMITED

By:	/s/ Chau Hoi Shuen Solina Holly
	Name:	Chau Hoi Shuen Solina Holly
	Title:	Authorized Person

CHAU HOI SHUEN SOLINA HOLLY

By:	/s/ Chau Hoi Shuen Solina Holly


CUSIP No. 171077407		SC 13D/A		Page 21 of 24


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 April 27, 2020, by and between ChromaDex Corporation, Pioneer Step Holdings Limited, and Winsave Resources Limited (incorporated herein by reference to Exhibit 99.1 of the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 29, 2020).

99.3		Registration Rights Agreement, dated as of April 27, 2020, by and between ChromaDex Corporation, Pioneer Step Holdings Limited, and Winsave Resources Limited (incorporated herein by reference to Exhibit 99.2 of the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 29, 2020).

99.4		Omnibus Amendment to Note Purchase Agreement and Convertible Promissory Notes, dated June 30, 2019, by and between ChromaDex Corporation, Winsave Resources Limited, and Pioneer Step Holdings Limited (incorporated herein by reference to Exhibit 99.1 of the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 1, 2019).

99.5		Note Purchase Agreement, dated as of May 9, 2019, by and between ChromaDex Corporation, Winsave Resources Limited, and Pioneer Step Holdings Limited (incorporated herein by reference to Exhibit 99,1 of the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 10, 2019).

99.6		Securities Purchase Agreement, dated as of November 3, 2017, by and between ChromaDex Corporation, Pioneer Step Holdings Limited, and certain other purchasers named therein (incorporated herein by reference to Exhibit 99.1 of the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 6, 2017).

99.7		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 Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 27, 2017).

99.8		Registration Rights Agreement, dated as of May 9, 2019, by and between ChromaDex Corporation, Winsave Resources Limited, and Pioneer Step Holdings Limited (incorporated herein by reference to Exhibit 99.2 of the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 10, 2019).

99.9		Registration Rights Agreement, dated as of November 3, 2017, by and between ChromaDex Corporation, Pioneer Step Holdings Limited, and certain other purchasers named therein (incorporated herein by reference to Exhibit 99.2 of the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 6, 2017).

99.10		Registration Rights Agreement, dated as 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 Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 2, 2017).


CUSIP No. 171077407		SC 13D/A		Page 22 of 24


Exhibit No.		Description

99.11		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 Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 25, 2017).

99.12		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 1 0.1 of the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2022).

99.13		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 Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 3, 2022).

99.14		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 Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 3, 2022).

99.15		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 Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 3, 2022).

99.16		Securities Purchase Agreement, dated as of August 20, 2024, by and between Prime Tech Global Limited, Alpha Mount International Limited and Brilliant Dynasty Limited.


CUSIP No. 171077407		SC 13D/A		Page 23 of 24

Exhibit 99.1

Joint Filing Agreement

The persons or entities named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Shares of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of August 20, 2024.


PIONEER STEP HOLDINGS LIMITED

By:	/s/ Chau Hoi Shuen Solina Holly
	Name:	Chau Hoi Shuen Solina Holly
	Title:	Authorized Person

DVORAK INTERNATIONAL LIMITED

By:	/s/ Chau Hoi Shuen Solina Holly
	Name:	Chau Hoi Shuen Solina Holly
	Title:	Authorized Person

SKYINVEST ASSOCIATES LIMITED

By:	/s/ Chau Hoi Shuen Solina Holly
	Name:	Chau Hoi Shuen Solina Holly
	Title:	Authorized Person

ELGAR INTERNATIONAL LIMITED

By:	/s/ Chau Hoi Shuen Solina Holly
	Name:	Chau Hoi Shuen Solina Holly
	Title:	Authorized Person

BRILLIANT DYNASTY LIMITED

By:	/s/ Chau Hoi Shuen Solina Holly
	Name:	Chau Hoi Shuen Solina Holly
	Title:	Authorized Person

CHAMPION RIVER VENTURES LIMITED

By:	/s/ Chau Hoi Shuen Solina Holly
	Name:	Chau Hoi Shuen Solina Holly
	Title:	Authorized Person

WINSAVE RESOURCES LIMITED

By:	/s/ Chau Hoi Shuen Solina Holly
	Name:	Chau Hoi Shuen Solina Holly
	Title:	Authorized Person


CUSIP No. 171077407		SC 13D/A		Page 24 of 24



RADIANT TREASURE LIMITED

By:	/s/ Chau Hoi Shuen Solina Holly
	Name:	Chau Hoi Shuen Solina Holly
	Title:	Authorized Person

CHAU HOI SHUEN SOLINA HOLLY

By:	/s/ Chau Hoi Shuen Solina Holly

Exhibit 99.16

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made on 20 August, 2024

BY AND AMONG:

(1)	Prime Tech Global Limited, a British Virgin Islands company (“Prime Tech”);

(2)	Alpha Mount International Limited, a British Virgin Islands company (“Alpha Mount” and together with Prime Tech, the “Sellers”);

(3)	Brilliant Dynasty Limited, a British Virgin Islands company (the “Purchaser”).

The Sellers and the Purchaser are “Parties” (and each a “Party”) under this Agreement.

WHEREAS:

(A)

Prime Tech owns all of the outstanding share of equity capital of Champion River Ventures Limited, a British Virgin Islands company (“Champion River”), and Alpha Mount owns all of the outstanding share of equity capital of each of Winsave Resources Limited, a British Virgin Islands company (“Winsave”), and Radiant Treasure Limited, a British Virgin Islands company (“Radiant”) (each of Champion River, Winsave and Radiant, a “Sale Company”, and the share of equity capital of a Sale Company owned by the applicable Seller as set forth in Schedule A shall be referred to as the “Sale Share”).

(B)

Champion River is indebted to Prime Tech, and each of Winsave and Radiant is indebted to Alpha Mount, each in the sum as set forth in Schedule A which is unsecured and non-interest bearing and represents the entire amount due and owing by the applicable Sale Company to the applicable Seller (the loan due and owing by the applicable Sale Company to the applicable Seller as set forth in Schedule A shall be referred to as the “Shareholder Loan”).

(C)	Each of Champion River, Winsave and Radiant, in turn, directly own such number of shares of common stock of ChromaDex Corporation, a Delaware corporation (“ChromaDex”) as set forth in Schedule B (the “ChromaDex Shares”).

(D)

Subject to the terms and condition of this Agreement, (i) the Sellers wish to sell the Purchaser and the Purchaser wishes to purchase from each Seller the Sale Share owned by such Seller, and (ii) the Sellers wish to assign to the Purchaser, and the Purchaser wishes to take assignment of, the Shareholder Loan owned by such Seller.

(E)	The Parties therefore enter into this Agreement to set out the terms and conditions for the sale and purchase of the Sale Shares and the assignment of the Shareholder Loans.

NOW THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.	Sale and Purchase. Subject to the terms and conditions of this Agreement, each of the Sellers hereby:

(a)

sells, transfers and assigns to the Purchaser, and the Purchaser hereby purchases from each of the Sellers, the number of Sale Share set forth in Schedule A next to such Seller’s name, for the aggregate consideration payable to such Seller by the Purchaser for such number of the Sale Share, as set forth in Schedule A; and

-1-

(b)

for no additional consideration, assigns to the Purchaser, and the Purchaser hereby takes the assignment from each of the Sellers, the Shareholder Loan set forth in Schedule A next to such Seller’s name, as set forth in Schedule A.

2.	Closing.

(a)

Completion of the transactions contemplated under this Agreement shall take place remotely via electronic means on the date of this Agreement (or such other date or time as the parties may mutually agree) (the “Closing Date”) when all the acts and requirements as set out below shall be complied with.

(b)

On the Closing Date, the Purchaser (or its designee) shall pay to each of the Sellers (or their designees) the aggregate consideration payable to such Seller, as set out in Schedule A.

(c)

On the Closing Date, (i) the Sellers shall deliver, or cause to be delivered, or make available, to Purchaser the items listed in Part I of Schedule C, and (ii) the Purchaser shall deliver, or cause to be delivered, or make available, to the Sellers the items listed in Part II of Schedule C.

3.	Representations and Covenants by the Sellers. In connection with the sale of the Sale Share and the assignment of the Shareholder Loan by each Seller, such Seller represents, warrants and covenants to the Purchaser the following with respect to itself:

(a)

Authority and Enforceability; Consents. Such Seller has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. This Agreement, when executed and delivered by such Seller, will constitute valid and legally binding obligations of such Seller, enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. All consents, approvals, authorizations and orders required by such Seller for the execution and delivery of this Agreement and the sale under this Agreement have been obtained and are in full force and effect.

(b)

Ownership; Title; Operations.

(i) Such Seller is the sole legal and beneficial owner of the Sale Share of the Sale Company set forth in Schedule A next to such Seller’s name, free and clear of any liens, encumbrances, claims or restrictions of any kind, other than applicable securities laws, and such Seller has full power, right and authority to transfer such Sale Share to the Purchaser.

(ii) Such Sale Share constitutes all of the issued and outstanding share capital of the applicable Sale Company as set forth in Schedule A.

-2-

(iii) Such Sale Company, in turn, is the sole legal and beneficial owner of the ChromaDex Shares as set forth in Schedule B, free and clear of any liens, encumbrances, claims or restrictions of any kind, other than applicable securities laws.

(iv) Such Seller is the sole legal and beneficial owner of all and any rights in respect of the Shareholder Loan set forth in Schedule A next to such Seller’s name, free and clear of any liens, encumbrances, claims or restrictions of any kind and such Seller has full power, right and authority to sell and assign the full rights in respect of such Shareholder Loan to the Purchaser;

(v) Such Shareholder Loan represents the entire amount due and owing by the applicable Sale Company to the applicable Seller as set forth in Schedule A.

(vi) Since the date of its incorporation, such Sale Company has not conducted any business, or owned any assets, other than (i) holding the ChromaDex Shares and (ii) carrying out other activities incidental to its incorporation and the maintenance of its corporate existence. Such Sale Company does not have any debt or obligation of any nature, other than the Shareholder Loans and ordinary course expenses required for the incorporation and maintenance of the Sale Company.

(c)

Securities Law Matters. Such Seller is indirectly selling the ChromaDex Shares for Seller’s own account only and not with a view to, or for sale in connection with, a distribution of the ChromaDex Shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). At no time has such Seller presented the Purchaser with or solicited the Purchaser through any publicly issued or circulated newspaper, mail, radio, television or other form of general advertisement or solicitation in connection with the sale. Such Seller has not effected the sale by or through a broker-dealer in any public offering.

(d)

Sophistication. Such Seller: (i) is a sophisticated person or entity familiar with transactions similar to those contemplated by this Agreement, (ii) has adequate information concerning the business and financial condition of each of the issuers of the Sale Share and the ChromaDex Shares to make an informed decision regarding the sale of the Sale Share and the indirect sale of the ChromaDex Shares, and (iii) has independently and without reliance upon the Purchaser or its affiliates or agents, and based on such information and the advice of such advisors as such Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Seller acknowledges the price for the Sale Share (or the ChromaDex Shares, as the case may be) may significantly appreciate or depreciate over time and that such Seller is giving up the opportunity to sell the Sale Share (or the ChromaDex Shares, as the case may be) at a possible higher price in the future.

4.	Representations and Covenants by the Purchaser. In connection with the purchase of the Sale Shares and the taking of the assignment of the Shareholder Loan, the Purchaser represents, warrants and covenants to the Sellers the following:

(a)

Authority and Enforceability. The Purchaser has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. This Agreement, when executed and delivered by the Purchaser, will constitute valid and legally binding obligations of the Purchaser, enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by

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laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. All consents, approvals, authorizations and orders required by the Purchaser for the execution and delivery of this Agreement and the sale under this Agreement have been obtained and are in full force and effect.

(b)

Securities Law Matters. The Purchaser is indirectly purchasing the ChromaDex Shares for the Purchaser’s own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution of the ChromaDex Shares within the meaning of the Securities Act. By reason of the Purchaser’s business or financial experience, the Purchaser is capable of evaluating the merits and risks of this prospective investment, has the capacity to protect the Purchaser’s own interests in this transaction and is financially capable of bearing a total loss of the ChromaDex Shares. Furthermore, the Purchaser is able to fend for itself in the transactions contemplated by this Agreement and has the ability to bear the economic risk of this investment indefinitely. At no time was the Purchaser presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the ChromaDex Shares.

(c)

Sophistication. The Purchaser: (i) is a sophisticated person or entity familiar with transactions similar to those contemplated by this Agreement, (ii) has adequate information concerning the business and financial condition of each of the issuers of the Sale Shares and the ChromaDex Shares to make an informed decision regarding the purchase of the Sale Shares and the indirect purchase of the ChromaDex Shares, and (iii) has independently and without reliance upon the Seller or its affiliates or agents, and based on such information and the advice of such advisors as the Purchaser has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Purchaser acknowledges the price for the Sale Shares (or the ChromaDex Shares, as the case may be) may significantly appreciate or depreciate over time and that the Purchaser is giving up the opportunity to purchase the Sale Shares (or the Chromadex Shares, as the case may be) at a possible lower price in the future.

5.	Further Assurances. The Parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

6.	Expenses and Costs. Each Party shall pay the costs and expenses incurred by it in connection with the negotiation, preparation, entry into and completion of this Agreement.

7.	Miscellaneous.

(a)

This Agreement may be amended only by written agreement by the Parties.

(b)

This Agreement shall be governed by and construed in accordance with the laws of Hong Kong without regard to its rules on conflict of laws.

(c)

This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter herein and supersedes all prior discussions between them relating to the subject matter herein.

(d)

This Agreement shall be binding upon and inure to the benefit of the Parties hereto, their successors and assigns.

(e)

This Agreement shall come into force upon due execution by the Parties.

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(f)

This Agreement may be executed in counterparts (including by facsimile or PDF), each of which shall be deemed an original.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Securities Purchase Agreement as of the day and year first set forth above.


Sellers:

Prime Tech Global Limited

By:		/s/ Pau Yee Wan, Ezra
Name:		Pau Yee Wan, Ezra
Title:		Director

Alpha Mount International Limited

By:		/s/ Pau Yee Wan, Ezra
Name:		Pau Yee Wan, Ezra
Title:		Director

Purchaser:

Brilliant Dynasty Limited

By:		/s/ Chau Hoi Shuen Solina Holly
Name:		Chau Hoi Shuen Solina Holly
Title:		Director

Signature Page to Securities Purchase Agreement

Schedule A

Sale Share


Seller	Sale Company	Sale Share		Purchase Price
Prime Tech	Champion River		1 ordinary share	US$	22,314,032.97
Alpha Mount	Winsave		1 ordinary share	US$	8,678,496.73
Alpha Mount	Radiant		1 ordinary share	US$	1,065,959.45

*Total Purchase Price:*				US$	32,058,489.15

Shareholder Loan to be Assigned


Seller	Sale Company	Shareholder Loan
Prime Tech	Champion River	US$	20,102,853.56
Alpha Mount	Winsave	US$	8,678,495.73
Alpha Mount	Radiant	US$	1,065,958.45

Schedule B


Sale Company	ChromaDex Shares owned by Sale Company
Champion River		7,940,937
Winsave		3,088,433
Radiant		379,345

Total:		11,408,715

Schedule C

Closing Deliveries

Part I. Sellers’ Deliveries

On the Closing Date, the Sellers shall deliver, or cause to be delivered, to the Purchaser each of the following items:

(a)

instruments of transfer duly executed by each Seller in favour of the Purchaser in respect of the applicable Sale Share;

(b)

original share certificates (if any have been issued) representing the applicable Sale Share in the name of applicable Seller;

(c)

two counterparts of the deed of assignment duly executed by each Seller as assignor and the applicable Sale Company as debtor in favour of the Purchaser in respect of the applicable Shareholder Loan;

(d)

the certificates of incorporation, memorandum and articles of association, statutory registers, minute books, common seals, chops, share certificate books, and any other statutory books and records kept by the applicable Sale Company;

(e)

documents relating to each securities trading account with respect to the ChromaDex Shares (if any), including but not limited to any written agreements entered into between Sale Company and any security broker, document(s) for the change of signatories, credit securities account card (if any, and devices and passwords used to access (if any));

(f)

original letters of resignation duly signed by the relevant director of each Sale Company immediately after the Closing Date;

(g)

written board resolutions of each Sale Company with effect only at and from the Closing Date, approving and accepting, among other things, (a) the transfer of the Sale Share and the assignment of the Shareholder Loan, (b) the registration of the Purchaser as holders of the Sale Share to be acquired pursuant to this Agreement, (c) the resignation of the directors of such Sale Company, and (d) the appointment of the director(s) nominated by the Purchaser.

Part II. Purchaser’s Deliveries

On the Closing Date, the Purchaser shall deliver, or cause to be delivered, to Sellers the following items:

(a)

instruments of transfer duly executed by the Purchaser in respect of the Sale Shares; and

(b)

one counterpart of the deed of assignment duly executed by the Purchaser as assignee in respect of each applicable Shareholder Loan.

Number of

Shares Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

6,917,783

Shared Voting Power

0

Sole Dispositive Power

6,917,783

Shared Dispositive Power

0