What changed in this filing

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Item 1. Financial Statements

2025-08-06 compared with 2025-05-07 · 182 added, 84 removed, 587 unchanged (31% of the section changed)

4 unchanged sentences

(In thousands except par values, unless otherwise indicated)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current assets

25 unchanged sentences

authorized 150,000 shares;

78,433 shares and 77,330 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

79,586 shares and 77,330 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 237,358 227,931

8 unchanged sentences

(In thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Sales, net $ 31,117 $ 22,739 $ 61,598 $ 44,892

23 unchanged sentences

(In thousands, unless otherwise indicated)

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Common Stock Additional Paid-in Capital Accumulated Deficit Cumulative Translation Adjustments Total Stockholders' Equity

Shares Amount

Balance, January 1, 2025 77,330 $ 77 $ 227,931 $ ( 181,910 ) $ ( 4 ) $ 46,094

Exercise of stock options 874 1 3,113 — — 3,114

Balance, April 1, 2025 78,433 $ 78 $ 232,119 $ ( 176,847 ) $ ( 5 ) $ 55,345

Issuance of common stock resulting from the exercise of stock options 1,150 1 3,751 — — 3,752

Issuance of restricted stock 3 — — — — —

2 unchanged sentences

Net income — — — 3,609 — 3,609

Balance, March 31, 2025 78,433 $ 78 $ 232,119 $ ( 176,847 ) $ ( 5 ) $ 55,345

Three Months Ended March 31, 2024

Balance, June 30, 2025 79,586 $ 79 $ 237,358 $ ( 173,238 ) $ ( 4 ) $ 64,195

Three Months Ended June 30, 2024

Common Stock Additional Paid-in Capital Accumulated Deficit Cumulative Translation Adjustments Total Stockholders' Equity

Shares Amount

Balance, April 1, 2024 75,153 $ 75 $ 219,829 $ ( 190,952 ) $ ( 1 ) $ 28,951

Issuance of common stock resulting from the exercise of stock options 257 — 598 — — 598

Issuance of restricted stock 63 — — — — —

Share-based compensation — — 1,185 — — 1,185

Translation adjustment — — — — ( 1 ) ( 1 )

Net loss — — — ( 15 ) — ( 15 )

Balance, June 30, 2024 75,473 $ 75 $ 221,612 $ ( 190,967 ) $ ( 2 ) $ 30,718

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

Niagen Bioscience, Inc.

and Subsidiaries

Unaudited Condensed Consolidated Statements of Stockholders' Equity Continued

(In thousands, unless otherwise indicated)

Six Months Ended June 30, 2025

Common Stock Additional

Paid-in Capital Accumulated

Deficit Cumulative

Adjustments Total

Stockholders'

Shares Amount

Balance, January 1, 2025 77,330 $ 77 $ 227,931 $ ( 181,910 ) $ ( 4 ) $ 46,094

Issuance of common stock resulting from the exercise of stock options 2,024 2 6,864 — — 6,866

Issuance of restricted stock 232 — — — — —

1 unchanged sentence

Translation adjustment — — — — — —

Net income — — — 8,672 — 8,672

Balance, June 30, 2025 79,586 $ 79 $ 237,358 $ ( 173,238 ) $ ( 4 ) $ 64,195

Six Months Ended June 30, 2024

Common Stock Additional

Paid-in Capital Accumulated Deficit Cumulative Translation Adjustments Total Stockholders' Equity

Shares Amount

Balance, January 1, 2024 74,981 $ 75 $ 218,845 $ ( 190,460 ) $ ( 4 ) $ 28,456

Issuance of common stock resulting from the exercise of stock options 257 — 598 — — 598

Issuance of restricted stock 210 — — — — —

Share-based compensation 25 — 2,169 — — 2,169

Translation adjustment — — — — 2 2

Net loss — — — ( 507 ) — ( 507 )

Balance, March 31, 2024 75,153 $ 75 $ 219,829 $ ( 190,952 ) $ ( 1 ) $ 28,951

Balance, June 30, 2024 75,473 $ 75 $ 221,612 $ ( 190,967 ) $ ( 2 ) $ 30,718

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

3 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash Flows From Operating Activities

15 unchanged sentences

Accrued expenses ( 436 ) ( 872 )

Deferred revenue 95 —

Customer deposits and other ( 308 ) ( 37 )

8 unchanged sentences

Principal payments on finance leases ( 6 ) ( 5 )

Net cash provided by (used in) financing activities 3,105 ( 14 )

Net cash provided by financing activities 6,848 582

Net increase in cash and cash equivalents 15,814 560

62 unchanged sentences

Evaluation of Ability to Maintain Current Level of Operations

In connection with the preparation of these U naudited C ondensed Consolidated Financial Statements for the three months ended March 31, 2025, management evaluated whether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability to meet its obligations as they became due over the next twelve months from the date of issuance of the Company’s first quarter of 2025 interim U naudited C ondensed Consolidated Financial Statements.

In connection with the preparation of these U naudited C ondensed Consolidated Financial Statements for the six months ended June 30, 2025, management evaluated whether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability to meet its obligations as they became due over the next twelve months from the date of issuance of the Company’s second quarter of 2025 interim U naudited C ondensed Consolidated Financial Statements.

Management assessed that there were such conditions and events, including a history of recurring operating losses and a history of negative cash flows from operating activities.

For the three months ended March 31, 2025, t he Company had net income of $ 5.1 million and the Company’s operating activities provided cash of $ 7.9 million.

As of March 31, 2025, the Company had unrestricted cash and cash equivalents of $ 55.5 million which consists of bank deposits and short-term investments, including highly liquid investment-grade debt instruments with an original maturity of three months or less.

For the six months ended June 30, 2025, t he Company had net income of $ 8.7 million and the Company’s operating activities provided cash of $ 9.1 million.

As of June 30, 2025, the Company had unrestricted cash and cash equivalents of $ 60.3 million which consists of bank deposits and short-term investments, including highly liquid investment-grade debt instruments with an original maturity of three months or less.

The fair value of the Company’s cash and cash equivalents is derived using Level 1 inputs.

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Income (Loss) Per Share Applicable to Common Stockholders

The following table sets forth the computations of income (loss) per share amounts applicable to common stockholders for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

The following table sets forth the computations of income (loss) per share amounts applicable to common stockholders for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30, Six Months Ended June 30,

(In thousands, except per share data) 2025 2024 2025 2024

1 unchanged sentence

Weighted average common shares outstanding for basic earnings per share (1) 79,249 75,559 78,534 75,394

incremental shares from assumed exercise of options and assumed vesting of restricted stock (2) 5,422 —

incremental shares from assumed exercise of options and assumed vesting of restricted stock units (2) 6,992 — 6,343 —

Adjusted weighted average common shares outstanding for diluted earnings per share 86,241 75,559 84,877 75,394

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Diluted income (loss) per common share $ 0.04 $ — $ 0.10 $ ( 0.01 )

(1) Includes a weighted average of approximately 167,000 nonvested shares of restricted stock for each of the three months ended March 31, 2025 and 2024 which are participating securities that feature voting and dividend rights.

(2) Options and restricted stock outstanding which are anti-dilutive and therefore not factored into the weighted average common shares amount above for the three months ended March 31, 2025 and 2024 were as follows:

Three Months Ended March 31,

(1) Includes a weighted average of approximately 167,000 nonvested shares of restricted stock for each of the three and six months ended June 30, 2025 and 2024 which are participating securities that feature voting and dividend rights.

(2) Options and restricted stock units outstanding which are anti-dilutive and therefore not factored into the weighted average common shares amount above for the three and six months ended June 30, 2025 and 2024 were as follows:

Three Months Ended June 30, Six Months Ended June 30,

(In thousands) 2025 2024 2025 2024

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The following tables set forth financial information by segment:

Three months ended March 31, 2025 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Corporate and other Total

Three months ended June 30, 2025 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Corporate and other Total

(In thousands)

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Operating income (loss) $ 6,003 $ 4,361 $ 88 $ ( 7,267 ) $ 3,185

Three months ended March 31, 2024 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Corporate and other Total

Three months ended June 30, 2024 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Corporate and other Total

(In thousands)

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Notes to the Unaudited Condensed Consolidated Financial Statements

Six Months Ended June 30, 2025 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Corporate and other Total

(In thousands)

Net sales $ 44,200 $ 15,788 $ 1,610 $ — $ 61,598

Cost of sales 14,860 5,909 1,272 — 22,041

Gross profit 29,340 9,879 338 — 39,557

Operating expenses:

Sales and marketing

Advertising 5,858 — — — 5,858

Marketing 4,967 70 — — 5,037

Selling 5,185 56 188 — 5,429

Research and development 2,081 744 — — 2,825

General and administrative — — — 12,451 12,451

Operating expenses 18,091 870 188 12,451 31,600

Operating income (loss) $ 11,249 $ 9,009 $ 150 $ ( 12,451 ) $ 7,957

Six Months Ended June 30, 2024 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Corporate and other Total

(In thousands)

Net sales $ 35,998 $ 7,389 $ 1,505 $ — $ 44,892

Cost of sales 12,939 3,382 1,422 — 17,743

23,059 4,007 83 — 27,149

Operating expenses:

Sales and marketing

Advertising 5,035 — — — 5,035

Marketing 3,966 62 4 — 4,032

Selling 4,372 16 254 — 4,642

Research and development 2,830 581 — — 3,411

General and administrative — — — 11,016 11,016

Operating expenses 16,203 659 258 11,016 28,136

Operating income (loss) $ 6,856 $ 3,348 $ ( 175 ) $ ( 11,016 ) $ ( 987 )

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Disaggregation of Revenue

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Disaggregated revenues are as follows:

Three Months Ended March 31, 2025 Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total

Three Months Ended June 30, 2025 Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total

(In thousands)

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Total Net Sales $ 22,699 $ 7,619 $ 799 $ 31,117

Three Months Ended March 31, 2024 Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total

Three Months Ended June 30, 2024 Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total

(In thousands)

1 unchanged sentence

Food-grade Niagen® — 3,144 — 3,144

Subtotal Niagen® Related 18,647 3,144 — 21,791

Other Ingredients — 157 — 157

Reference Standards — — 755 755

Consulting and Other — — 36 36

Subtotal Other Goods and Services — 157 791 948

Total Net Sales $ 18,647 $ 3,301 $ 791 $ 22,739

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Six Months Ended June 30, 2025 Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total

(In thousands)

Tru Niagen®, Consumer Product $ 44,200 $ — $ — $ 44,200

Food-grade Niagen® — 12,968 — 12,968

Pharmaceutical-grade Niagen® — 2,390 — 2,390

5 unchanged sentences

Total Net Sales $ 44,200 $ 15,788 $ 1,610 $ 61,598

Six Months Ended June 30, 2024 Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total

(In thousands)

Tru Niagen®, Consumer Product $ 35,998 $ — $ — $ 35,998

Food-grade Niagen® — 7,232 — 7,232

Subtotal Niagen® Related 35,998 7,232 — 43,230

Other Ingredients — 157 — 157

Reference Standards — — 1,436 1,436

Consulting and Other — — 69 69

Subtotal Other Goods and Services — 157 1,505 1,662

Total Net Sales $ 35,998 $ 7,389 $ 1,505 $ 44,892

Disclosure of Major Customers

1 unchanged sentence

Percentage of net sales from major customers of the Company’s consumer products segment and ingredients segment for the periods indicated were as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

Major Customers 2025 2024 2025 2024

9 unchanged sentences

Percentage of the Company's Total Trade Receivables

Major Customers At March 31, 2025 At December 31, 2024

Major Customers At June 30, 2025 At December 31, 2024

Watson Group - Former Related Party (1) 24.1 % 47.6 %

5 unchanged sentences

Watson Group, see Note 6, Related Party Transactions .

As of March 31, 2025, the Company had total outstanding trade receivables of $ 7.1 million, with approximately 61.9 % of this total concentrated among three customers.

As of June 30, 2025, the Company had total outstanding trade receivables of $ 9.7 million, with approximately 71.7 % of this total concentrated among four customers.

Whenever a significant concentration is present it poses a potential risk to the Company's financial performance and cash flows, as any adverse changes in the payment behavior or financial health of these major customers could impact the Company's cash flows and financial results.

10 unchanged sentences

Watson Group.

The Company had no trade receivables connected to related parties as of March 31, 2025 or December 31, 2024.

The Company had no trade receivables connected to related parties as of June 30, 2025 or December 31, 2024.

The sale of consumer products to related parties during the periods indicated are as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

Net Sales 2025 2024 2025 2024

Watson Group - Former Related Party (1) $— million $ 3.0 million

Watson Group - Former Related Party (1) $— million $ 3.7 million $— million $ 6.7 million

(1) Due to the change in ownership of A.S.

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Notes to the Unaudited Condensed Consolidated Financial Statements

The Company's major classes of inventory and corresponding balances as of March 31, 2025 and December 31, 2024 are as follows:

(In thousands) March 31, 2025 December 31, 2024

The Company's major classes of inventory and corresponding balances as of June 30, 2025 and December 31, 2024 are as follows:

(In thousands) June 30, 2025 December 31, 2024

Consumer Products - Finished Goods $ 4,651 $ 5,811

15 unchanged sentences

Operating Leases

As of March 31, 2025 and December 31, 2024, the Company had ROU assets of $ 2.7 million and $ 1.7 million, respectively, and corresponding operating lease liabilities of $ 3.5 million and $ 2.6 million, respectively.

For the three months ended March 31, 2025 and 2024, the components of operating lease expenses are as follows:

Three Months Ended March 31,

As of June 30, 2025 and December 31, 2024, the Company had ROU assets of $ 2.5 million and $ 1.7 million, respectively, and corresponding operating lease liabilities of $ 3.3 million and $ 2.6 million, respectively.

For the three and six months ended June 30, 2025 and 2024, the components of operating lease expenses are as follows:

Three Months Ended June 30, Six Months Ended June 30,

(In thousands) 2025 2024 2025 2024

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(1) Variable lease costs, including property taxes and insurance and common area maintenance fees, are classified in cost of services in the Company's Unaudited Condensed Consolidated Statements of Operations.

At March 31, 2025

At June 30, 2025

Weighted-average remaining lease term (years), operating leases 3.8

3 unchanged sentences

Notes to the Unaudited Condensed Consolidated Financial Statements

Future minimum lease payments under operating leases as of March 31, 2025 are as follows:

Future minimum lease payments under operating leases as of June 30, 2025 are as follows:

Year (In thousands)

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The Company grants awards to recipients through the 2017 Equity Incentive Plan, as amended (the “2017 Plan”), which was approved by stockholders and the Board of Directors.

In June 2025, stockholders approved an amendment to the Company’s 2017 Equity Incentive Plan to increase the number of shares available for issuance by 4.75 million shares of common stock.

Pursuant to the latest amendment, the 2017 Plan provides for the issuance of shares that total no more than the sum of (i) 22,900,000 new shares, (ii) any returning shares such as forfeited, cancelled, or expired shares granted under either the 2017 Plan or the Second Amended and Restated 2007 Equity Incentive Plan and (iii) 500,000 shares pursuant to an inducement award.

The number of shares available to be issued under the 2017 Plan will be reduced by (i) one share for each share that relates to an option or stock appreciation right award and (ii) 1.5 shares for each share which relates to an award other than a stock option or stock appreciation right award (a full-value award).

As of March 31, 2025, there were approximately 1.3 million remaining shares available for issuance under the 2017 Plan.

As of June 30, 2025, there were approximately 6.2 million remaining shares available for issuance under the 2017 Plan.

Options expire 10 years from the date of grant.

7 unchanged sentences

Restricted stock unit (RSU) awards are generally subject to a three-year vesting period with one-third vesting per year on the anniversary of the grant date.

Certain stock option awards are market based and vest based on certain triggering events established by the Compensation Committee.

The PSUs are eligible to vest during a seven-year performance period based on the achievement and maintenance of certain volume weighted average price thresholds for a minimum of 60 Trading Days and upon certification by the Board’s Compensation Committee and subject to the Chief Executive Officer’s continued employment with the Company on the applicable vesting date.

Certain executive stock option and RSU awards provide for accelerated vesting if there is a change in control or termination without cause.

Certain executive stock option awards provide for accelerated vesting if there is a change in control or termination without cause.

Niagen Bioscience, Inc.

2 unchanged sentences

Stock Options

The Company used the following weighted average assumptions for options granted during the three months ended March 31, 2025:

The Company used the following weighted average assumptions for options granted during the six months ended June 30, 2025:

Weighted Average:

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

Expected term 6.4 years

3 unchanged sentences

Market Performance Stock Units

The Company used the following weighted average assumptions in the Monte Carlo model for market PSUs granted during the three months ended March 31, 2025:

The Company used the following weighted average assumptions in the Monte Carlo model for market PSUs granted during the six months ended June 30, 2025:

Weighted Average:

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

Discount Period 7.0 years

4 unchanged sentences

Service Period Based Stock Options

The following table summarizes activity of service period-based stock options during the three months ended March 31, 2025 :

The following table summarizes activity of service period-based stock options during the six months ended June 30, 2025 :

Weighted Average

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Options Forfeited ( 322 ) 5.74

Outstanding at March 31, 2025 10,682 $ 3.48 6.3 $ 24,058 *

Exercisable at March 31, 2025 6,902 $ 3.65 4.8 $ 24,047 *

*The aggregate intrinsic values in the table above are based on the Company’s stock price of $ 6.90 , which is the closing price of the Company’s stock on the last trading day for the period ended March 31, 2025.

Outstanding at June 30, 2025 9,492 $ 3.64 6.5 $ 102,197 *

Exercisable at June 30, 2025 6,165 $ 3.54 5.2 $ 67,013 *

*The aggregate intrinsic values in the table above are based on the Company’s stock price of $ 14.41 , which is the closing price of the Company’s stock on the last trading day for the period ended June 30, 2025.

Niagen Bioscience, Inc.

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The Company grants stock option awards that are market based which have vesting conditions associated with a service condition as well as performance of the Company’s stock price.

The following table summarizes market based stock options activity during the three months ended March 31, 2025:

The following table summarizes market based stock options activity during the six months ended June 30, 2025:

Weighted Average

7 unchanged sentences

Options Forfeited — —

Outstanding and exercisable at March 31, 2025 465 $ 4.24 2.6 $ 1,237 *

There were no activities related to restricted stock awards during the three months ended March 31, 2025.

Outstanding and exercisable at June 30, 2025 — $ — — $ —

There were no activities related to restricted stock awards during the six months ended June 30, 2025.

Restricted Stock Units

The following table summarizes activity of RSUs during the three months ended March 31, 2025:

The following table summarizes activity of RSUs during the six months ended June 30, 2025:

(In thousands except per share fair value) Number of RSUs Weighted Average

2 unchanged sentences

Forfeited ( 75 ) 1.61

Unvested shares at March 31, 2025 344 $ 1.61

Unvested shares at June 30, 2025 301 $ 1.61

Market Performance Stock Units

The Company grants market performance stock units that are market based which have vesting conditions associated with the performance of the Company’s stock price.

During the three months ended March 31, 2025, none of the market-based vesting conditions tied to the Company’s stock price were met.

The following table summarizes activity of market PSUs during the three months ended March 31, 2025:

During the six months ended June 30, 2025, none of the market-based vesting conditions tied to the Company’s stock price were met.

The following table summarizes activity of market PSUs during the six months ended June 30, 2025:

(In thousands except per share fair value) Number of PSUs Weighted Average

2 unchanged sentences

Forfeited — —

Unvested shares at March 31, 2025 1,519 $ 3.44

Unvested shares at June 30, 2025 1,519 $ 3.44

Niagen Bioscience, Inc.

3 unchanged sentences

Total share-based compensation expense was as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In thousands) 2025 2024 2025 2024

5 unchanged sentences

Total $ 1,488 $ 1,185 $ 2,563 $ 2,169

As of March 31, 2025, the Company expects to recognize future share-based compensation expense of approximately $ 7.9 million related to unvested stock options, $ 0.9 million for unvested RSUs, and $ 5.0 million for unvested PSUs.

As of June 30, 2025, the Company expects to recognize future share-based compensation expense of approximately $ 8.1 million related to unvested stock options, $ 0.4 million for unvested RSUs, and $ 4.5 million for unvested PSUs.

These expenses will be recognized over weighted-average years of approximately 2.1 for options, 1.4 for RSUs, and 3.8 for PSUs.

148 unchanged sentences

However, if the Company is not successful, the Company may be liable for the aggregate amount sought by Elysium, which, inclusive of Niagen Bioscience’s estimates for post-judgment interest through the anticipated appeal, is approximately $ 10.4 million.

As of March 31, 2025, the Company has not recorded an accrual for this matter, as the ultimate resolution remains uncertain.

As of June 30, 2025, the Company has not recorded an accrual for this matter, as the ultimate resolution remains uncertain.

Contingencies

(A) In September 2019, the Company received a letter from a licensor stating that the Company owed the licensor $ 1.6 million plus interest for sublicense fees as a result of the Company entering into a supply agreement with a customer.

In September 2019, the Company received a letter from a licensor stating that the Company owed the licensor $ 1.6 million plus interest for sublicense fees as a result of the Company entering into a supply agreement with a customer.

After reviewing the relevant facts and circumstances, the Company believes that the Company does not owe any sublicense fees to the licensor and has corresponded with the licensor to resolve the matter.

The Company does not believe that the ultimate resolution of this matter will be material to the Company’s results of operations, financial condition or cash flows.

(B) On November 17, 2020, the Company received a warning letter (the Letter) from the United States FDA and Federal Trade Commission (FTC).

The Letter references statements issued by the Company relating to preclinical and clinical research results involving nicotinamide riboside and COVID-19.

The statements were included in press releases and referenced in social media posts.

On November 18, 2020, the Company provided a response to the Letter stating that the Company disagrees with the assertion in the Letter that the Company’s products are intended to mitigate, prevent, treat, diagnose or cure COVID-19 in violation of certain sections of the Federal Food, Drug, and Cosmetic Act or that they were unsubstantiated under the FTC Act, but rather accurately reflected the state of the science and the results of scientific research.

Nonetheless, the Company also responded that it had deleted social media references to the studies and removed related press releases from its website.

On April 30, 2021, the Company received an additional warning letter (the Second Letter) from only the FTC.

The Second Letter references the original Letter, and cites additional statements issued by the Company and certain officers and advisors of the Company relating to nicotinamide riboside and scientific studies related to COVID-19.

The Second Letter asserts that such statements contain coronavirus-related prevention or treatment claims and are deceptive in violation of the Federal Trade Commission Act.

Niagen Bioscience, Inc.

1 unchanged sentence

Notes to the Unaudited Condensed Consolidated Financial Statements

On May 4, 2021, the Company provided a response to the Second Letter stating that it had removed the social posts from its accounts identified in the Second Letter and requested that third parties remove the post from their accounts that were identified in the Second Letter.

The Company stated that the press release identified in the Second Letter is appropriate and not a deceptive act or practice under applicable law.

The Company affirmed its belief in the need to accurately report on the scientific results of its studies to its investors and welcomed the opportunity to discuss its research and development program with the FTC and receive guidance on future releases.

The Company does not believe that the ultimate resolution of this matter will be material to the Company’s results of operations, financial condition or cash flows.

Purchase Commitments

Effective January 1, 2025, the Company and W.R.

Grace (Grace) began operating under the Tenth Amendment to the Manufacturing and Supply Agreement (the “Grace Manufacturing Agreement”), initially effective in January 2016.

Subsequent Event

On July 25, 2025, the Company executed a Sales Agreement (the “Supply Agreement”) with W.

Grace & Co.-Conn (“Grace”) with an effective date of April 1, 2025.

In January 2019, Grace was issued patents related to the crystalline form of NR chloride which limit the Company’s ability to source alternative suppliers (Grace Patents).

Although the Grace Manufacturing Agreement formally expired on March 31, 2025, the Company and Grace continue to operate under the terms of the Tenth Amendment, including a binding six-month rolling forecast that is updated monthly and remains in effect.

This rolling forecast mechanism has ensured continuity of supply while the parties continue to negotiate a potential longer-term supply agreement.

As of March 31, 2025, the rolling forecast obligates the Company to purchase approximately $ 16.4 million of inventory between April 1, 2025 and September 30, 2025.

While the Company expects to reach a mutually agreeable long-term arrangement with Grace, there can be no assurance that such an agreement will be finalized.

Any failure to reach a new agreement on acceptable terms could have a material adverse effect on the Company’s operations and financial results, as further described in Item 1A.

Risk Factors in Part II of this Quarterly Report on Form 10-Q, "We rely on a single supplier, W.R.

Grace, for NRC and a limited number of third-party suppliers for the raw materials required to produce our products."

Pursuant to the Supply Agreement, Grace will exclusively supply the Company with Nicotinamide-beta-Riboside Chloride (“NRCL”) meeting certain specifications as defined in a previously executed Quality Agreement.

In addition, Grace is prohibited from selling NRCL to third parties and must notify the Company of any new business inquiries relating to the purchase of NRCL.

The Supply Agreement provides for an initial term through April 30, 2029, and will automatically renew for successive twelve ( 12 ) month terms unless either party provides written notice of its intent not to renew.

The Company is required to purchase a minimum quantity of NRCL during each year of the term.

The Company will also provide monthly rolling forecasts of its purchase needs for a twenty-four ( 24 ) month period, with the first twelve ( 12 ) months of each forecast binding upon Grace’s acceptance.

The Company has submitted its initial rolling forecast pursuant to the Supply Agreement, which requires the purchase of approximately $ 32.6 million in inventory through July 31, 2026.

The parties have further agreed to make a good faith effort to execute a supplemental agreement establishing a process by which the Company would obtain from Grace a world-wide, royalty-bearing, exclusive, non-transferable and sub-licensable license to Grace’s patents covering NRCL’s manufacture, sufficient to enable the Company to manufacture NRCL for an agreed-upon royalty percentage (“License Agreement”).

The License Agreement would become effective upon proper termination of the Supply Agreement under specified conditions.

There is no guarantee that any such agreement will be entered into, or the timing of any such agreement or its terms.

Employee Retention Tax Credit

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During the years ended December 31, 2023 and December 31, 2022, the Company collected $ 0.9 million and $ 0.6 million, respectively, related to the ERTC.

During the three and six months ended June 30, 2025, the Company collected $ 0.3 million related to the ERTC.

As of June 30, 2025, the Company's Consolidated Balance Sheets include an ERTC benefit of $ 0.6 million and associated commissions payable of $ 0.1 million recorded within prepaid expenses and other current assets and accrued expenses, respectively.

On September 14, 2023, the IRS announced an immediate halt in processing new claims for the employee retention credit until at least the end of 2023, citing ongoing concerns about improper claims.

The IRS guaranteed ongoing processing of existing claims, albeit at a reduced pace and with increased compliance scrutiny.

The Company is diligently monitoring the situation to ensure continued compliance.

As of March 31, 2025, the Company's Consolidated Balance Sheets include an ERTC benefit of $ 0.9 million and associated commissions payable of $ 0.1 million recorded within prepaid expenses and other current assets and accrued expenses, respectively.

The Company has since received partial payment related to its ERTC claim, with the most recent collection occurring during the three months ended June 30, 2025.

The Company continues to monitor guidance and communications from the IRS and remains committed to complying with all applicable requirements.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Deferred Revenue - NHSc

On October 10, 2022, the Company and Société des Produits Nestlé SA, a société anonyme organized under the laws of Switzerland (NHSc), as successor-in-interest to NESTEC Ltd., entered into an amended and restated supply agreement (the “Supply Agreement”), which amends and restates the supply agreement, dated December 19, 2018, entered into by the Company and NESTEC Ltd.

Pursuant to the Supply Agreement, NHSc and its affiliates will exclusively purchase nicotinamide riboside chloride (NRCL) from the Company and NHSc and its affiliates will have the non-exclusive right to manufacture, market, distribute, and sell products using NRCL for human use in the (i) medical nutritional, (ii) functional food and beverage and (iii) multi-ingredient dietary supplements categories sold under one of the NHSc brands (the “Approved Products”) world-wide, but excluding certain countries and ingredient combinations.

The term of the Supply Agreement is five years , unless earlier terminated, and is subject to automatic extensions provided certain minimum purchases by NHSc are met.

Under the Supply Agreement, the Company will continue to recognize the deferred revenue balance received in connection with the original Nestec Ltd.

agreement utilizing the output method.

Deferred revenue will be recognized by the Company based on the percentage of NRCL kilograms delivered to-date compared to the total forecasted NRCL kilograms expected to be delivered over the duration of the contract term, including renewal options, as estimated by the Company.

As a result of the updated forecast, the proportion of NRCL delivered to-date may increase or decline relative to the revised total expected output.

Such changes in estimates may lead to an adjustment in the amount of deferred revenue recognized.

The impact of the updated estimates on revenue recognized from deferred revenue for the three and six months ended June 30, 2025 and 2024 is as follows:

(In thousands) Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Revenue (reversed) recognized from deferred revenue $ ( 95 ) $ — $ ( 95 ) $ —

The corresponding deferred revenue balance as of June 30, 2025 and December 31, 2024 is as follows:

(In thousands) June 30, 2025 December 31, 2024

Deferred revenue balance $ 2,674 $ 2,579

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements