SEVENTH MODIFICATION TO BUSINESS FINANCING AGREEMENT
Exhibit 10.4
SEVENTH MODIFICATION TO BUSINESS FINANCING AGREEMENT
This Seventh Modification to Business Financing Agreement (this “Amendment”) is entered into as of March 24, 2025, by and among WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”), NIAGEN BIOSCIENCE, INC., a Delaware corporation (formerly known as CHROMADEX CORPORATION, a Delaware corporation), CHROMADEX, INC., a California corporation, and CHROMADEX ANALYTICS, INC., a Nevada corporation (individually and collectively, “Borrower”).
1.DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which may be owing by Borrower to Lender, ▇▇▇▇▇▇▇▇ is indebted to Lender pursuant to, among other documents, a Business Financing Agreement, dated November 12, 2019, by and among Borrower, HEALTHSPAN RESEARCH LLC, a Delaware limited liability company (“Released Borrower”) and Lender, as may be amended from time to time (the “Business Financing Agreement”). Pursuant to that certain Consent Agreement dated January 14, 2021, by and among ▇▇▇▇▇▇▇▇, Lender, and Released Borrower, Released Borrower was released by Lender from its Obligations under the Business Financing Agreement and the other Loan Documents. Capitalized terms used without definition herein shall have the meanings assigned to them in the Business Financing Agreement.
Hereinafter, all indebtedness owing by Borrower to Lender shall be referred to as the “Indebtedness” and the Business Financing Agreement and any and all other documents executed by ▇▇▇▇▇▇▇▇ in favor of ▇▇▇▇▇▇ shall be referred to as the “Existing Documents”.
2.DESCRIPTION OF NAME CHANGE: Borrower has informed Lender that, effective as of March 17, 2025, Borrower CHROMADEX CORPORATION, a Delaware corporation, changed its entity name to NIAGEN BIOSCIENCE, INC., a Delaware corporation (the “Name Change”). Borrower has requested that ▇▇▇▇▇▇ acknowledge the Name Change and confirm that the Name Change does not constitute a Default pursuant to Sections 4.2 and 7.1(m) of the Business Financing Agreement, and Lender has agreed to do so, subject to the terms and conditions set forth in this Amendment.
3.ACKNOWLEDGMENT OF NAME CHANGE: Lender hereby acknowledges the Name Change and confirms that the Name Change shall not result in a Default pursuant to Sections 4.2 and 7.1(m) of the Business Financing Agreement. Nothing contained in this Amendment shall be construed as waiver by Lender of any covenant or provision of the Business Financing Agreement, the other Loan Documents, or of any other contract or instrument between Borrowers and Lender, and the failure of Lender at any time or times hereafter to require strict performance by any Borrower of any provision thereof shall not waive, affect or diminish any right of Lender to thereafter demand strict compliance therewith. Lender hereby reserves all rights granted under the Business Financing Agreement, the other Loan Documents, and any other contract or instrument between Lender and Borrowers.
4.DESCRIPTION OF CHANGE IN TERMS.
(a)Name Change. Each reference to “Chromadex Corporation” in the Business Financing Agreement and each other Loan Document is hereby deleted and replaced with “Niagen Bioscience, Inc.”.
(b)Amended Defined Term. The following definition set forth in Section 13.1 of the Business Financing Agreement is hereby amended by deleting it in its entirety and replacing it with the following:
“Prime Rate” means the greater of (i) six percent (6.00%) per year or (ii) the Prime Rate published in the Money Rates section of the Western Edition of The Wall Street Journal, or such other rate of interest publicly announced from time to time by ▇▇▇▇▇▇ as its Prime Rate. Lender may price loans to its customers at, above, or below the Prime Rate. Any change in the Prime Rate shall take effect at the opening of business on the day specified in the public announcement of a change in the Prime Rate.
(c)Exhibit A (Compliance Certificate). The Compliance Certificate is amended in its entirety and replaced with the Compliance Certificate in the form of Exhibit A attached hereto.
5.CONSISTENT CHANGES. The Existing Documents are each hereby amended wherever necessary to reflect the changes described above.
6.NO DEFENSES OF BORROWER/GENERAL RELEASE. ▇▇▇▇▇▇▇▇ agrees that, as of this date, it has no defenses against the obligations to pay any amounts under the Indebtedness. Each Borrower (each, a “Releasing
Party”) acknowledges that ▇▇▇▇▇▇ would not enter into this Amendment without Releasing Party’s assurance that it has no claims against Lender or any of Lender’s officers, directors, employees or agents. Except for the obligations arising hereafter under this Amendment, each Releasing Party releases Lender, and each of Lender’s and entity’s officers, directors and employees from any known or unknown claims that Releasing Party now has against Lender of any nature, including any claims that Releasing Party, its successors, counsel, and advisors may in the future discover they would have now had if they had known facts not now known to them, whether founded in contract, in tort or pursuant to any other theory of liability, including but not limited to any claims arising out of or related to the Agreement or the transactions contemplated thereby. Releasing Party waives the provisions of California Civil Code section 1542, which states:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
The provisions, waivers and releases set forth in this section are binding upon each Releasing Party and its shareholders, agents, employees, assigns and successors in interest. The provisions, waivers and releases of this section shall inure to the benefit of Lender and its agents, employees, officers, directors, assigns and successors in interest. The provisions of this section shall survive payment in full of the Obligations, full performance of all the terms of this Amendment and the Business Financing Agreement, and/or Lender’s actions to exercise any remedy available under the Business Financing Agreement or otherwise.
7.CONTINUING VALIDITY. ▇▇▇▇▇▇▇▇ understands and agrees that in modifying the existing Indebtedness, ▇▇▇▇▇▇ is relying upon ▇▇▇▇▇▇▇▇’s representations, warranties, and agreements, as set forth in the Existing Documents. Except as expressly modified pursuant to this Amendment, the terms of the Existing Documents remain unchanged and in full force and effect. Lender’s agreement to modifications to the existing Indebtedness pursuant to this Amendment in no way shall obligate Lender to make any future modifications to the Indebtedness. Nothing in this Amendment shall constitute a satisfaction of the Indebtedness. It is the intention of ▇▇▇▇▇▇ and Borrower to retain as liable parties all makers and endorsers of Existing Documents, unless the party is expressly released by Lender in writing. No maker, endorser, or guarantor will be released by virtue of this Amendment. The terms of this paragraph apply not only to this Amendment, but also to any subsequent Business Financing Agreement modifications.
8.CONDITIONS PRECEDENT. The effectiveness of this Amendment is conditioned upon the due execution and delivery to Lender of this Amendment by each party hereto.
9.NOTICE OF FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES, (B) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (C) THIS WRITTEN AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.
10.COUNTERSIGNATURE. This Amendment shall become effective only when executed by ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇.
[Signature Page Follows].
IN WITNESS WHEREOF, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ have executed this Agreement on the day and year above
written.
BORROWER:
NIAGEN BIOSCIENCE, A DELAWARE CORPORATION
By /s/ ▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Chief Financial OfficerCHROMADEX, INC., A CALIFORNIA CORPORATION
By /s/ ▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Chief Financial Officer
CHROMADEX ANALYTICS, INC., A NEVADA CORPORATION
By /s/ ▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Chief Financial Officer
Address for Notices:
c/o Niagen Bioscience
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Email:
Attn: ▇▇▇▇ ▇▇▇▇▇, Chief Financial Officer
LENDER:
WESTERN ALLIANCE BANK, AN ARIZONA CORPORATION
By /s/ ▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇▇
Title: Senior Director
Address for Notices:
Western Alliance Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
Email:
EXHIBIT A COMPLIANCE CERTIFICATE
TO: WESTERN ALLIANCE BANK, an Arizona corporation (the “Lender”)
FROM: NIAGEN BIOSCIENCE, INC., CHROMADEX, INC., and CHROMADEX ANALYTICS, INC.
(collectively, “Borrower”)
The undersigned authorized officer of Borrower hereby certifies that in accordance with the terms and conditions of the Business Financing Agreement among Borrower and Lender (the “Agreement”), (i) Borrower is in complete compliance for the period ending with all required covenants except as noted below and
(ii) all representations and warranties of ▇▇▇▇▇▇▇▇ stated in the Agreement are true and correct in all material respects as of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes.
Please indicate compliance status by circling Yes/No under “Complies” column.
Reporting Covenant | Required | Complies | |||||||||
Monthly financial statements (consolidated) | Monthly within 30 days | Yes | No | ||||||||
with Compliance Certificate | (quarterly within 45 days if no | ||||||||||
advances outstanding) | |||||||||||
Annual financial statements (CPA Audited) | FYE within 180 days | Yes | No | ||||||||
Bank statements for outside accounts | Monthly within 15 days | Yes | No | ||||||||
Borrowing Base Certificates, A/R & A/P Agings, sales | Monthly within 15 days (quarterly | Yes | No | ||||||||
or ▇▇▇▇▇▇▇▇ journal, ▇▇▇▇ receipts report, deferred | within 45 days if no advances | ||||||||||
revenue report, and inventory report | outstanding) and, when a | ||||||||||
Streamline Period is not in | |||||||||||
Effect, at the date of each | |||||||||||
Advance (other than inventory | |||||||||||
reports) | |||||||||||
Board approved budget | FYE within 75 days and as | Yes | No | ||||||||
| amended/updated | |||||||||||
Financial Covenant | Required Actual | Complies | |||||||||
Unrestricted cash at Lender (monthly) | 75% of cash on % balance sheet | Yes | No | ||||||||
Streamline Threshold | Required Actual | Complies | |||||||||
Quick Ratio | 1.15:1.00 :1.00 | Yes | No | ||||||||
Exhibit A-1 | ||
Comments Regarding Exceptions: See Attached. Sincerely, | BANK USE ONLY Received by: AUTHORIZED SIGNER Date: Verified: AUTHORIZED SIGNER Date: Compliance Status Yes No | ||||
SIGNATURE | |||||
TITLE | |||||
DATE CHROMADEX, INC. | |||||
SIGNATURE | |||||
TITLE | |||||
DATE CHROMADEX ANALYTICS, INC. | |||||
SIGNATURE | |||||
TITLE | |||||
DATE | |||||
Exhibit A-2 | ||