What changed in this filing

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Item 1. Financial Statements

2025-11-04 compared with 2025-08-06 · 145 added, 114 removed, 655 unchanged (28% of the section changed)

4 unchanged sentences

(In thousands except par values, unless otherwise indicated)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current assets

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authorized 150,000 shares;

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

79,639 shares and 77,330 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 239,266 227,931

8 unchanged sentences

(In thousands, except per share data)

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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Total operating expenses 17,692 14,638 49,292 42,774

Operating income (loss) 3,185 ( 256 ) 7,957 ( 987 )

Operating income 4,236 1,602 12,193 615

Nonoperating income:

Interest income, net 564 276 1,575 756

Income (loss) before provision for income taxes 3,737 ( 15 ) 8,968 ( 507 )

Income before provision for income taxes 4,800 1,878 13,768 1,371

Provision for income taxes 222 — 518 —

Net income (loss) $ 3,609 $ ( 15 ) $ 8,672 $ ( 507 )

Net income (loss) per share attributable to common stockholders:

Net income $ 4,578 $ 1,878 $ 13,250 $ 1,371

Net income per share attributable to common stockholders:

Basic $ 0.06 $ 0.02 $ 0.17 $ 0.02

8 unchanged sentences

(In thousands, unless otherwise indicated)

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

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

Shares Amount

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

Balance, July 1, 2025 79,586 $ 79 $ 237,358 $ ( 173,238 ) $ ( 4 ) $ 64,195

Issuance of common stock resulting from the exercise of stock options 53 — 152 — — 152

3 unchanged sentences

Net income — — — 4,578 — 4,578

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

Three Months Ended June 30, 2024

Balance, September 30, 2025 79,639 $ 79 $ 239,266 $ ( 168,660 ) $ ( 9 ) $ 70,676

Three Months Ended September 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

Balance, July 1, 2024 75,473 $ 75 $ 221,612 $ ( 190,967 ) $ ( 2 ) $ 30,718

Issuance of common stock resulting from the exercise of stock options 511 1 1,042 — — 1,043

2 unchanged sentences

Translation adjustment — — — — ( 5 ) ( 5 )

Net loss — — — ( 15 ) — ( 15 )

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

Net income — — — 1,878 — 1,878

Balance, September 30, 2024 76,027 $ 76 $ 223,389 $ ( 189,089 ) $ ( 7 ) $ 34,369

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

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(In thousands, unless otherwise indicated)

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Common Stock Additional

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Net income — — — 13,250 — 13,250

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

Six Months Ended June 30, 2024

Balance, September 30, 2025 79,639 $ 79 $ 239,266 $ ( 168,660 ) $ ( 9 ) $ 70,676

Nine Months Ended September 30, 2024

Common Stock Additional

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Translation adjustment — — — — ( 3 ) ( 3 )

Net loss — — — ( 507 ) — ( 507 )

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

Net income — — — 1,371 — 1,371

Balance, September 30, 2024 76,027 $ 76 $ 223,389 $ ( 189,089 ) $ ( 7 ) $ 34,369

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

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(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash Flows From Operating Activities

Net income (loss) $ 8,672 $ ( 507 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net income $ 13,250 $ 1,371

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation of leasehold improvements and equipment 473 512

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Share-based compensation expense 4,319 2,904

Loss on disposal of leasehold improvements and equipment 4 1

Loss (gain) on disposal of leasehold improvements and equipment 4 ( 19 )

(Recovery of) / Allowance for credit losses ( 1,244 ) 59

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Purchases of leasehold improvements and equipment ( 191 ) ( 94 )

Proceeds from the sale of leasehold improvements and equipment, net — 20

Net cash used in investing activities ( 191 ) ( 74 )

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Niagen Bioscience, Inc.

(formerly ChromaDex Corporation) and its wholly owned subsidiaries, ChromaDex, Inc., ChromaDex International, Inc., ChromaDex Analytics, Inc., ChromaDex Asia Limited, Asia Pacific Scientific, Inc., ChromaDex Asia Pacific Ventures Limited, ChromaDex Europa B.V., ChromaDex Trading (Shanghai) Co., Ltd.

and ChromaDex Sağlik Ürünleri Anonim Şirketi (collectively, “Niagen Bioscience” or the “Company”) are a global bioscience company dedicated to healthy aging.

and ChromaDex Trading (Shanghai) Co., Ltd.

(collectively, “Niagen Bioscience” or the “Company”) are a global bioscience company dedicated to healthy aging.

The Niagen Bioscience team, which includes world-renowned scientists, is pioneering research on nicotinamide adenine dinucleotide (NAD+), an essential coenzyme that is a key regulator of cellular metabolism and is found in every cell of the human body.

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In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740):

Improvements to Income Tax Disclosures." ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures.

Improvements to Income Tax Disclosures".

ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures.

The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information.

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The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

In March 2024, the FASB issued ASU 2024-02, "Codification Improvements." ASU 2024-02 amends the Codification to remove references to various concepts statements and impacts a variety of topics in the Codification.

In March 2024, the FASB issued ASU 2024-02, "Codification Improvements".

ASU 2024-02 amends the Codification to remove references to various concepts statements and impacts a variety of topics in the Codification.

The amendments apply to all reporting entities within the scope of the affected accounting guidance, but in most instances the references removed are extraneous and not required to understand or apply the guidance.

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In November 2024, the FASB issued ASU 2024-03, “Income Statement (Topic 220):

Reporting Comprehensive Income - Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses." ASU 2024-03 requires public companies to disclose additional information about certain expense categories, including purchases of inventory, employee compensation, depreciation, amortization, and depletion, in both interim and annual financial statements.

Reporting Comprehensive Income - Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses".

ASU 2024-03 requires public companies to disclose additional information about certain expense categories, including purchases of inventory, employee compensation, depreciation, amortization, and depletion, in both interim and annual financial statements.

The amendments in this ASU will be effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

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The Company is currently evaluating the impact of this standard.

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets”.

This standard introduces a practical expedient, and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets.

ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued or made available for issuance.

We are currently evaluating the impact of this standard and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements and accompanying notes.

In September 2025, the FASB issued ASU 2025-06, “Intangibles-Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software”, which amends the guidance in ASC 350-40.

The amendment modernizes the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and requiring capitalization of software costs once a project is authorized, funded, and deemed probable to complete, with an added focus on evaluating any significant development uncertainty.

The new standard is effective for annual reporting periods beginning after December 15, 2027 and interim periods within those annual reporting periods, and early adoption is permitted.

We are currently evaluating the impact of this standard and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements and accompanying notes.

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 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.

In connection with the preparation of these Unaudited Condensed Consolidated Financial Statements for the nine months ended September 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 third quarter of 2025 interim Unaudited Condensed 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 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.

For the nine months ended September 30, 2025, the Company had net income of $ 13.3 million and the Company’s operating activities provided cash of $ 12.8 million.

As of September 30, 2025, the Company had unrestricted cash and cash equivalents of $ 64.1 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.

Management evaluated these conditions and anticipates that its current unrestricted cash and cash equivalents and cash to be generated from net sales will be sufficient to meet its financial obligations as they become due over at least the next twelve months from the issuance date of these Unaudited Condensed Consolidated Financial Statements.

The Company may, however, seek additional capital within the next twelve months, both to fund its projected operating plans after the next twelve months and/or to fund the Company’s longer-term strategic objectives.

Niagen Bioscience, Inc.

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Notes to the Unaudited Condensed Consolidated Financial Statements

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 and six months ended June 30, 2025 and 2024:

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

Income Per Share Applicable to Common Stockholders

The following table sets forth the computations of income per share amounts applicable to common stockholders for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30, Nine Months Ended September 30,

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

Net income (loss) $ 3,609 $ ( 15 ) $ 8,672 $ ( 507 )

Net income $ 4,578 $ 1,878 $ 13,250 $ 1,371

Weighted average common shares outstanding for basic earnings per share (1) 79,779 75,972 78,953 75,588

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Adjusted weighted average common shares outstanding for diluted earnings per share 86,619 77,768 85,487 76,804

Income (Loss) Per Share:

Basic income (loss) per common share $ 0.05 $ — $ 0.11 $ ( 0.01 )

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 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,

Income Per Share:

Basic income per common share $ 0.06 $ 0.02 $ 0.17 $ 0.02

Diluted income per common share $ 0.05 $ 0.02 $ 0.15 $ 0.02

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

(2) Options that were anti-dilutive and, therefore, excluded from the computation of weighted average common shares outstanding for the three and nine months ended September 30, 2025 and 2024 are presented in the table below.

There were no anti-dilutive restricted stock units during any of the periods presented.

Three Months Ended September 30, Nine Months Ended September 30,

(In thousands) 2025 2024 2025 2024

Stock options 427 5,712 492 6,585

Restricted stock units — 784 — 784

Business Segments

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offers the supply of phytochemical reference standards and other research and development services.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

The Company’s reportable segments are significant operating segments that offer differentiated services.

This structure reflects the Company’s current operational and financial management and provides the best structure to maximize the Company's objectives and investment strategy, while maintaining financial discipline.

The Company's Chief Executive Officer, who is its chief operating decision maker (CODM), reviews financial information for each operating segment to evaluate performance and allocate resources.

The Company evaluates performance and allocates resources based on reviewing net sales, gross profit (loss) and operating income (loss) by reportable segment.

The Company's CODM does not review assets by segment in his evaluation and therefore assets by segment are not disclosed below.

The Company's Chief Executive Officer, who serves as chief operating decision maker (CODM), reviews financial information for each operating segment to evaluate performance and allocate resources.

The Company evaluates performance and allocates resources based on the review of net sales, gross profit, and operating income (loss), by reportable segment.

The Company's CODM does not review assets by segment in the evaluation, and therefore, assets by segment are not disclosed below.

There are no intersegment sales that require elimination.

The “Corporate and other” classification includes corporate items not allocated by the Company to each reportable segment.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

The following tables set forth financial information by segment:

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

Three months ended September 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) $ 7,424 $ 3,803 $ 138 $ ( 7,129 ) $ 4,236

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

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

(In thousands)

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Operating income (loss) $ 3,792 $ 4,102 $ 12 $ ( 6,304 ) $ 1,602

(1) During the three months ended September 30, 2024, the Company recorded a reversal of certain selling expenses within the Ingredients segment as a result of a reduction in commissions payable.

Niagen Bioscience, Inc.

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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

Nine Months Ended September 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) $ 18,673 $ 12,812 $ 288 $ ( 19,580 ) $ 12,193

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

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

(In thousands)

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Disaggregated revenues are as follows:

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

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

(In thousands)

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Pharmaceutical-grade Niagen®

— 1,390 — 1,390

Subtotal Niagen® Related 26,017 6,915 — 32,932

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Total Net Sales $ 26,017 $ 7,197 $ 772 $ 33,986

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

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

(In thousands)

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Food-grade Niagen® — 5,760 — 5,760

Pharmaceutical-grade Niagen® — 900 — 900

Subtotal Niagen® Related 18,123 6,660 — 24,783

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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 Total

Nine Months Ended September 30, 2025 Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total

(In thousands)

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Total Net Sales $ 70,217 $ 22,985 $ 2,382 $ 95,584

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

Nine Months Ended September 30, 2024 Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total

(In thousands)

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Food-grade Niagen® — 12,992 — 12,992

Pharmaceutical-grade Niagen® — 900 — 900

Subtotal Niagen® Related 54,121 13,892 — 68,013

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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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

Major Customers 2025 2024 2025 2024

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Percentage of the Company's Total Trade Receivables

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

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

Watson Group - Former Related Party (1) 39.0 % 47.6 %

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Wells Pharma of Houston * 10.3 %

BioTe Medical 11.2 % *

* Represents less than 10%

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Watson Group, see Note 6, Related Party Transactions .

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.

As of September 30, 2025, the Company had total outstanding trade receivables of $ 8.5 million, with approximately 64.9 % of this total concentrated among three 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.

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Watson Group.

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

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

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

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

Three Months Ended September 30, Nine Months Ended September 30,

Net Sales 2025 2024 2025 2024

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Notes to the Unaudited Condensed Consolidated Financial Statements

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

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

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

Consumer Products - Finished Goods $ 7,636 $ 5,811

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Operating Leases

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,

As of September 30, 2025 and December 31, 2024, the Company had ROU assets of $ 2.4 million and $ 1.7 million, respectively, and corresponding operating lease liabilities of $ 3.1 million and $ 2.6 million, respectively.

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

Three Months Ended September 30, Nine Months Ended September 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 June 30, 2025

At September 30, 2025

Weighted-average remaining lease term (years), operating leases 3.6

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Notes to the Unaudited Condensed Consolidated Financial Statements

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

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

Year (In thousands)

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

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 that relates to an award other than a stock option or stock appreciation right award (a full-value award).

As of September 30, 2025, there were approximately 6.4 million remaining shares available for issuance under the 2017 Plan.

Options expire 10 years from the date of grant.

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General Vesting Conditions

The Company’s stock options awards are generally subject to a one-year cliff vesting period, after which one-third of the shares vest with the remaining shares vesting ratably each month over a two-year period subject to the applicable grantee’s continued service.

Historically, the Company’s stock options awards have been generally subject to a one-year cliff vesting period, after which one-third of the shares vest with the remaining shares vesting ratably each month over a two-year period subject to the applicable grantee’s continued service.

Beginning August 1, 2025, newly granted stock option awards will generally vest over four years at 25 % per year on the anniversary of the grant date.

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.

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Notes to the Unaudited Condensed Consolidated Financial Statements

Employee Stock Purchase Plan

On June 24, 2025, the Company’s shareholders approved the Niagen Bioscience, Inc.

Employee Stock Purchase Plan (“ESPP”), pursuant to which 650,000 shares of the Company’s common stock were reserved for issuance.

The ESPP allows eligible officers and employees to purchase designated shares of the Company’s stock through payroll deductions, up to 10 % of their base salary or wages.

The price of common stock purchased under the ESPP is equal to 85 % of the lesser of (i) the closing price of a share of common stock on the purchase date, or (ii) the closing price of a share of common stock on the offering date.

Offering periods under the ESPP will generally be in six month increments, commencing on January 1 and July 1 of each calendar year, with the administrator having the right to establish different offering periods.

The Company has not yet extended its first offering period and 650,000 shares remained available for issuance as of September 30, 2025.

Stock Options

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

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

Weighted Average:

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Expected term 6.4 years

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Market Performance Stock Units

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:

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

Weighted Average:

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Discount Period 7.0 years

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Service Period Based Stock Options

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

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

Weighted Average

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Options Forfeited ( 507 ) 5.06

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.

Outstanding at September 30, 2025 9,270 $ 3.65 6.2 $ 53,842 *

Exercisable at September 30, 2025 6,441 $ 3.42 5.1 $ 38,609 *

*The aggregate intrinsic values in the table above are based on the Company’s stock price of $ 9.33 , which is the closing price of the Company’s stock on the last trading day for the period ended September 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 six months ended June 30, 2025:

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

Weighted Average

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Options Forfeited — —

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

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

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

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

Restricted Stock Units

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

The following table summarizes activity of RSUs during the nine months ended September 30, 2025:

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

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Forfeited ( 93 ) 1.61

Unvested shares at June 30, 2025 301 $ 1.61

Unvested shares at September 30, 2025 283 $ 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 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:

During the nine months ended September 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 nine months ended September 30, 2025:

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

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Forfeited — —

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

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

Niagen Bioscience, Inc.

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Total share-based compensation expense was as follows:

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

Three Months Ended September 30, Nine Months Ended September 30,

(In thousands) 2025 2024 2025 2024

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Total $ 1,756 $ 735 $ 4,319 $ 2,904

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.

As of September 30, 2025, the Company expects to recognize future share-based compensation expense of approximately $ 6.8 million related to unvested stock options, $ 0.3 million for unvested RSUs, and $ 4.0 million for unvested PSUs.

These expenses will be recognized over weighted-average years of approximately 1.9 for options, 1.2 for RSUs, and 3.5 for PSUs.

19 unchanged sentences

Elysium sought damages, restitution, a declaratory judgment, and other relief.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

On November 18, 2020, the court set trial to begin on September 21, 2021.

1 unchanged sentence

The jury returned a verdict on September 27, 2021.

The verdict found (i) Elysium liable for breaches of the Niagen® and pTeroPure® Supply Agreements for failing to pay for purchases of the ingredients totaling approximately $ 3.0 million, (ii) Mark Morris liable for breach of a confidentiality agreement, requiring him to disgorge approximately $ 17,307 , (iii) Niagen Bioscience liable for breaching the Niagen® Supply Agreement for not issuing certain refunds or credits to Elysium in the amount of $ 625,000 , and (iv) Niagen Bioscience liable for fraudulent inducement of the Licensing Agreement in the amount of $ 250,000 , along with $ 1,025,000 in punitive damages arising from the same counterclaim.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

to Elysium in the amount of $ 625,000 , and (iv) Niagen Bioscience liable for fraudulent inducement of the Licensing Agreement in the amount of $ 250,000 , along with $ 1,025,000 in punitive damages arising from the same counterclaim.

On October 25, 2021, Niagen Bioscience informed the court that it would request prejudgment interest on the approximately $ 3.0 million in damages awarded by the jury for Elysium’s breaches of the Niagen® and pTeroPure® Supply Agreements.

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On December 30, 2024, pursuant to the Settlement Agreement, the parties filed with the Ninth Circuit a stipulated motion to voluntarily dismiss the pending Appeals, and on December 31, 2024, the Ninth Circuit dismissed the Appeals.

On April 4, 2025, the Company filed an acknowledgement of satisfaction of judgement, confirming that the December 27, 2024 judgement has been fully satisfied.

On April 4, 2025, the Company filed an acknowledgement of satisfaction of judgment, confirming that the December 27, 2024 judgment has been fully satisfied.

(B) Delaware - Patent Infringement Action

69 unchanged sentences

On October 1, 2024, the parties submitted a joint motion for entry of judgment.

On October 28, 2024, the court issued its final judgement resolving the amount of fees and costs granting $ 9.2 million, plus judgment interest on this amount calculated at a rate of 5.02 % compounded annually on any unpaid balance for the period from March 25, 2024, until Niagen Bioscience pays the total sum owed.

On October 28, 2024, the court issued its final judgment resolving the amount of fees and costs granting $ 9.2 million, plus judgment interest on this amount calculated at a rate of 5.02 % compounded annually on any unpaid balance for the period from March 25, 2024, until Niagen Bioscience pays the total sum owed.

On December 4, 2024, Niagen Bioscience filed an unopposed motion in the district court to approve bond and stay enforcement under Rule 62.

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

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

Contingencies

2 unchanged sentences

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.

In August 2025, the Company received a demand letter alleging violations of California’s Business and Professions Code related to automatic renewal and cancellation disclosures on its e-commerce platform.

On October 31, 2025, a class action lawsuit was filed in connection with the same matter.

The Company believes its automatic renewal flow complies with all applicable laws, including recent amendments effective July 2025, and believes the allegations lack merit.

The amount or range of potential loss cannot be reasonably estimated at this time, if any, and in any event, 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.

Niagen Bioscience, Inc.

2 unchanged sentences

Purchase Commitments

Subsequent Event

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

On July 25, 2025, the Company executed a Sales Agreement (the “Grace 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).

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.

Pursuant to the Grace 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 dated March 22, 2024.

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 Grace 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 Company has submitted its initial rolling forecast pursuant to the Supply Agreement, which requires the purchase of approximately $ 33.6 million in inventory through September 30, 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.

The License Agreement would become effective upon proper termination of the Grace 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.

2 unchanged sentences

a refundable tax credit against certain employment taxes for qualifying businesses keeping employees on their payroll during the COVID-19 pandemic.

The Company determined that it qualified for the ERTC in the last three quarters of 2020 and all three quarters of 2021 and filed a claim for the credit in August 2022.

The Company determined its qualification for the ERTC in the last three quarters of 2020 and all three quarters of 2021, and filed a claim for the credit in August 2022.

During the quarter ended September 30, 2022, the Company recorded an aggregate benefit of approximately $ 2.1 million to reflect the ERTC for all eligible quarters.

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.

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

As of September 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 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 has since received partial payment related to its ERTC claim, with the most recent collection occurring during the nine months ended September 30, 2025.

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

4 unchanged sentences

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.

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 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.

4 unchanged sentences

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,

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

(In thousands) Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Revenue (reversed) recognized from deferred revenue $ — $ 732 $ ( 95 ) $ 732

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

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

(In thousands) September 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