What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-04 compared with 2025-08-06 · 103 added, 112 removed, 168 unchanged (56% of the section changed)

3 unchanged sentences

All dollar amounts in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are approximate.

Growth and percentage comparisons made herein generally refer to the three and six months ended June 30, 2025 compared with the three and six months ended June 30, 2024 unless otherwise noted.

Growth and percentage comparisons made herein generally refer to the three and nine months ended September 30, 2025 compared with the three and nine months ended September 30, 2024 unless otherwise noted.

Unless otherwise indicated or unless the context otherwise requires, all references in this document to “we,” “us,” “our,” the “Company,” “Niagen Bioscience” and similar expressions refer to Niagen Bioscience, Inc., and depending on the context, its subsidiaries.

6 unchanged sentences

Company Overview

We are a global bioscience company dedicated to healthy aging.

Our 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.

NAD+ levels in humans have been shown to decline by up to 65% between ages 30 and 70.

In addition to age, other factors linked to NAD+ depletion include poor diet, excess alcohol consumption and a number of disease states.

NAD+ levels may be increased with administration of NAD+ precursors, calorie restriction and moderate exercise.

We are at the forefront of exploring effective methods to increase NAD+ levels and support healthy aging.

We are a global bioscience company dedicated to promoting healthy aging.

Our team, which includes world-renowned scientists, is pioneering research on nicotinamide adenine dinucleotide (NAD+), an essential coenzyme that regulates cellular metabolism and is present in every cell of the human body.

NAD+ levels naturally decline with age, by up to 65% between ages 30 and 70, and can also be impacted by poor diet, excess alcohol consumption, and certain disease states.

Increasing NAD+ levels through NAD+ precursors, calorie restriction, or moderate exercise has been shown to support healthy cellular function.

We are at the forefront of developing and commercializing effective methods to support NAD+ levels and promote healthy aging.

In 2013, we commercialized food-grade Niagen®, a proprietary form of nicotinamide riboside chloride (NRC), a novel form of vitamin B3, as both a dietary and food ingredient.

In 2017, we expanded our offerings by launching Tru Niagen®, a finished dietary supplement featuring Niagen® which was made available directly to consumers.

In 2017, we expanded our offerings with the launch of Tru Niagen®, a finished dietary supplement featuring Niagen®, available directly to consumers.

In 2024, we launched Niagen Plus, a product line for healthcare practitioners and clinics, featuring pharmaceutical-grade Niagen®.

We supply pharmaceutical-grade Niagen® to U.S.

FDA-registered 503B outsourcing facilities who are able to compound and distribute Niagen® intravenous (Niagen IV) and injectable Niagen®.

These pharmaceutical-grade Niagen® products are available exclusively at clinics with a prescription.

Food-grade Niagen® is authorized for human consumption as a dietary supplement and generally recognized as safe as a food ingredient.

Pharmaceutical-grade Niagen® is authorized by the FDA for compounding by 503B outsourcing facilities.

NRC remains one of the most well-studied and efficient NAD+ precursors on the market.

Data from numerous preclinical studies and human clinical trials show that orally administered food-grade NRC is a highly efficient NAD+ precursor that significantly raises NAD+ levels in blood and tissue.

Food-grade Niagen® has twice been successfully reviewed under the U.S.

FDA new dietary ingredient (NDI) notification program, it has been successfully notified to the FDA as generally recognized as safe (GRAS), and has been approved by Health Canada, the European Commission, the Turkish Ministry of Agriculture and the Therapeutic Goods Administration (TGA) of Australia.

Food-grade Niagen® has also been approved for inclusion in medical foods by both the Brazilian Health Regulatory Agency (ANVISA) and the Food Standards Australia New Zealand (FSANZ).

Clinical studies of oral, food-grade Niagen® have demonstrated a variety of outcomes including increased NAD+ levels, altered body composition, increased cellular metabolism and increased energy production.

Food-grade Niagen®, pharmaceutical-grade Niagen® and other NAD+ precursors are protected by patents to which we are the owner or have exclusive rights.

While best known for its role in cellular energy production, NAD+ is also thought to play an important role in healthy aging.

Many cellular functions related to health and healthy aging are sensitive to levels of locally available NAD+ and this represents an active area of research in the field of NAD+.

To date, there are over 500 published human clinical studies related to NAD+ and its impact on health.

We also supply pharmaceutical-grade Niagen® to U.S.

FDA-registered 503B outsourcing facilities, which compound and distribute Niagen® intravenous (Niagen IV) and injectable Niagen® formulations for use under prescription.

Food-grade Niagen® is authorized for human consumption as a dietary supplement and is generally recognized as safe (GRAS), while pharmaceutical-grade Niagen® is authorized by the FDA for compounding by 503B outsourcing facilities.

NRC is one of the most well-studied and efficient NAD+ precursors available.

Data from numerous preclinical studies and human clinical trials demonstrate that orally administered food-grade NRC significantly increases NAD+ levels in blood and tissue.

Food-grade Niagen® has twice been successfully reviewed under the FDA’s New Dietary Ingredient (NDI) program, has been successfully notified to the FDA as GRAS, and has received approvals or authorizations from Health Canada, the European Commission, the Turkish Ministry of Agriculture, and the Therapeutic Goods Administration (TGA) of Australia.

Food-grade Niagen® has also been approved for inclusion in medical foods by the Brazilian Health Regulatory Agency (ANVISA) and Food Standards Australia New Zealand (FSANZ).

Clinical studies of oral Niagen® have shown outcomes including increased NAD+ levels, improved cellular metabolism, and enhanced energy production.

Niagen® and other NAD+ precursors are protected by a robust portfolio of owned and exclusively licensed patents.

To date, there are more than 525 published human clinical studies related to NAD+ and its impact on health.

These areas of study include understanding NAD+’s role in Alzheimer’s disease, Parkinson’s disease, neuropathy, sarcopenia, liver disease and heart failure.

We are among the world leaders in the emerging NAD+ space.

Through our ChromaDex External Research Program (CERP™), we have amassed more than 300 research partnerships with leading universities and research institutions around the world including the National Institutes of Health, Cornell, Dartmouth, Harvard, Massachusetts Institute of Technology, University of Cambridge, the Mayo Clinic, Chiba University and Sun Yat-sen University.

The results of the 300+ research partnerships have allowed CERP™ to help produce the trusted science behind Niagen® and continue to advance the understanding of NAD+ in health, diseases, and aging.

We value and encourage strong scientific rigor behind our products and seek to continually develop additional relationships in pursuit of this.

CERP® is a vital component of our research and development platform along with our scientific advisory board.

Our scientific advisory board supports the technical and intellectual property needs of investigators, presents research at conferences, and helps build and support the NAD+ and healthy aging research community.

Our scientific advisory board is led by Chairman Dr.

Roger Kornberg, Nobel Laureate and Stanford Professor.

Other distinguished members include Dr.

Charles Brenner, Alfred E Mann Family Foundation Chair in the Department of Diabetes & Cancer Metabolism at City of Hope and one of the world’s recognized experts in NAD+ and discoverer of NR as a NAD+ precursor;

Rudy Tanzi, co-chair of the department of neurology at Harvard Medical School;

Bruce German, Chairman of Food, Nutrition and Health at the University of California, Davis;

Pinchas Cohen, MD, Distinguished Professor of Gerontology, Medicine and Biological Sciences and Dean of the USC Leonard Davis School of Gerontology;

Brunie Felding, Associate Professor in the Department of Molecular Medicine at Scripps Research Institute, California Campus;

Vilhelm (Will) Bohr, M.D., Ph.D., D.Sc., former Chief of the Laboratory of Molecular Genetics at the National Institute on Aging of the National Institutes of Health.

Through our ChromaDex External Research Program (CERP®), we have built more than 300 research collaborations with leading universities and research institutions, including the National Institutes of Health, Cornell, Dartmouth, Harvard, MIT, University of Cambridge, the Mayo Clinic, Chiba University, and Sun Yat-sen University.

Research from CERP® partners has produced peer-reviewed publications that continue to advance understanding of NAD+ biology, including in health, diseases, and aging, and support the science behind Niagen®.

Our Scientific Advisory Board, chaired by Dr.

Roger Kornberg, Nobel Laureate and Stanford Professor, includes distinguished scientists such as Dr.

Charles Brenner, discoverer of NR as an NAD+ precursor, and experts from Harvard, UC Davis, USC, Scripps Research, and the NIH.

Together, our research partnerships and advisory board form a key part of our innovation platform in healthy aging and NAD+ science.

Recent Developments

Employee Stock Purchase Plan

On June 24, 2025, our stockholders approved the Niagen Bioscience, Inc.

Employee Stock Purchase Plan (“ESPP”), pursuant to which 650,000 of our common stock were reserved for issuance.

The ESPP allows eligible officers and employees to purchase designated shares of the Company’s common 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 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.

We have not yet extended our first offering period and 650,000 shares remained available for issuance as of September 30, 2025.

Purchase Commitments

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

On July 25, 2025, we 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 our ability to source alternative suppliers (Grace Patents).

Pursuant to the Supply Agreement, Grace will exclusively supply us 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 us 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 us 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.

We are required to purchase a minimum quantity of NRCL during each year of the term.

We 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.

We have submitted our initial rolling forecast pursuant to the Supply Agreement, which requires the purchase of approximately $32.6 million in inventory through July 31, 2026.

We have submitted our rolling forecast pursuant to the Grace 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 we 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.

16 unchanged sentences

Actual results may differ from these estimates under different assumptions or conditions.

As of June 30, 2025, our cash and cash equivalents totaled approximately $60.5 million, of which $60.3 million was unrestricted.

As of September 30, 2025, our cash and cash equivalents totaled approximately $64.3 million, of which $64.1 million was unrestricted.

We anticipate that our current unrestricted cash and cash equivalents and cash to be generated from net sales will be sufficient to meet our financial obligations as they become due over at least the next twelve months.

7 unchanged sentences

The results of these segments and our consolidated operations are detailed in the discussion that follows.

Our consolidated net sales, net income (loss) and income (loss) per share for the three and six months ended June 30, 2025 and 2024 are as follows:

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

Our consolidated net sales, net income and income per share for the three and nine months ended September 30, 2025 and 2024 are as follows:

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

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

Net sales $ 33,986 $ 25,580 $ 95,584 $ 70,472

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

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)

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

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

Net sales consist of gross sales less discounts and returns.

The following table sets forth our total net sales by reportable segment:

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

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

(In thousands) 2025 2024 % Change 2025 2024 % Change

3 unchanged sentences

Total net sales $ 33,986 $ 25,580 33 % $ 95,584 $ 70,472 36 %

Total net sales increased by $8.4 million and $16.7 million for the three and six months ended June 30, 2025, respectively, as compared to the same periods in 2024.

Total net sales increased by $8.4 million and $25.1 million for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in 2024.

The increase in net sales was primarily attributable to growth within our consumer products and ingredients segments.

Detailed changes in net sales were driven by the following:

• Within our consumer products segment, Tru Niagen® sales increased by $4.1 million and $8.2 million for the three and six months ended June 30, 2025, respectively, compared to the corresponding periods in 2024.

This growth was primarily driven by e-commerce channel performance, which increased by $5.0 million and $9.0 million for the three and six months ended June 30, 2025, respectively, reflecting increased customer acquisition and retention and effective digital marketing efforts.

During the three and six months ended June 30, 2025, sales through our distributor partners increased $0.3 million and $0.6 million, respectively.

These gains were partially offset by a temporary decline in sales to A.S.

Watson, due to reduced replenishment order volumes during the current year periods.

We expect sales trends with A.S.

Watson to stabilize in the second half of 2025.

• Total ingredient sales increased by $4.3 million and $8.4 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024.

The increase was primarily driven by higher sales to food-grade Niagen® partners, contributing approximately $2.9 million and $5.7 million for the three and six months ended June 30, 2025, respectively.

These partner orders are subject to timing variability and may fluctuate quarter to quarter.

In addition, pharmaceutical-grade Niagen® sales contributed $1.4 million and $2.4 million during the three and six-month periods, respectively.

Sales of pharmaceutical-grade Niagen® commenced in the second half of 2024, and therefore no comparable sales were recorded in the prior-year periods.

• Within our consumer products segment, Tru Niagen® sales increased by $7.9 million and $16.1 million for the three and nine months ended September 30, 2025, respectively, compared to the corresponding periods in 2024.

This growth was primarily driven by e-commerce channel performance, which increased approximately $4.3 million and $13.3 million for the three and nine months ended September 30, 2025, respectively, reflecting increased customer acquisition and retention and effective digital marketing efforts.

During the three and nine months ended September 30, 2025, sales through our distributor partners increased $2.0 million and $2.6 million, respectively.

The remaining gains were attributable to higher sales to A.S.

Watson, which were up $1.6 million and $0.2 million for the three and nine months ended September 30, 2025, respectively.

• Total ingredient sales increased by $0.5 million and $8.9 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024.

The increase was primarily driven by higher sales to food-grade Niagen® partners, contributing approximately $0.6 million and $6.4 million for the three and nine months ended September 30, 2025, respectively.

While pharmaceutical-grade Niagen® sales decreased slightly by $0.4 million during the three month period, total pharmaceutical-grade Niagen® sales improved by $2.0 million during the nine-month period ended September 30, 2025, compared to the corresponding period in 2024, reflecting an overall growth.

These ingredient partner orders are subject to timing variability and may fluctuate quarter to quarter.

The remaining increase in ingredient sales was attributable to modest growth in other ingredient categories.

• Our analytical reference standards and services segment constituted the smallest proportion of our total net sales and remained relatively stable.

Net sales increased by $0.1 million for the six months ended June 30, 2025, compared to the corresponding period in 2024.

• Our analytical reference standards and services segment constituted the smallest proportion of our total net sales and remained stable for the three months ended September 30, 2025 compared to the same period in 2024.

Net sales increased by $0.1 million for the nine months ended September 30, 2025, compared to the corresponding period in 2024.

Cost of Sales

1 unchanged sentence

The following table sets forth our total cost of sales by reportable segment:

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

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

Amount % of net sales Amount % of net sales

5 unchanged sentences

Total cost of sales $ 12,058 $ 9,340 35.5 % 36.5 % $ 34,099 $ 27,083 35.7 % 38.4 %

Total cost of sales, as a percentage of net sales, improved by 480 basis points and 370 basis points for the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024 reflecting enhanced operational efficiency and favorable product mix shifts across our segments.

Total cost of sales, as a percentage of net sales, improved by 100 basis points and 270 basis points for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024 reflecting enhanced operational efficiency and favorable product mix shifts across our segments.

Changes in cost of sales were primarily driven by the following:

• Cost of sales, as a percentage of net sales, within our consumer products segment can fluctuate due to changes in business mix, product mix, inflationary pressures, and optimization efforts in our supply chain, among other factors.

For the three and six months ended June 30, 2025, cost of sales as a percentage of net sales improved by approximately 300 basis points and 200 basis points, respectively, compared to the same periods in 2024.

The improvement was attributable to a favorable shift in business mix, with e-commerce representing a greater proportion of segment net sales, which generally carries higher gross margins, the use of lower-cost inventory purchases, and a more favorable product mix.

For the three and nine months ended September 30, 2025, cost of sales as a percentage of net sales improved by approximately 300 basis points and 250 basis points, respectively, compared to the same periods in 2024.

The improvement was attributable to a favorable shift in product mix and the use of lower-cost inventory purchases.

• Cost of sales, as a percentage of net sales, in our ingredients segment are influenced by several factors including inventory purchase costs, fixed supply chain overhead costs and transportation and storage costs.

For the three and six months ended June 30, 2025, cost of sales, as a percentage of net sales improved approximately 1,000 basis points and 900 basis points, respectively, compared to the same periods in 2024.

This improvement was primarily attributable to enhanced labor and overhead utilization resulting from increased sales volume, the use of lower-cost inventory purchases, and a favorable shift in product mix associated with the launch of pharmaceutical-grade Niagen®.

For the three months ended September 30, 2025, cost of sales as a percentage of net sales increased by approximately 830 basis points, primarily due to a shift in business mix, with food-grade Niagen® representing a greater portion of segment sales and pharmaceutical-grade Niagen® representing a smaller portion of segment sales each of which carries a distinct margin profile.

Changes in the relative contribution of these products unfavorably affected the overall margin structure for the period.

For the nine months ended September 30, 2025, cost of sales, as a percentage of net sales, improved by approximately 100 basis points, compared to the same periods in 2024.

This improvement was primarily driven by more efficient labor and overhead utilization associated with higher sales volumes and the use of lower-cost inventory purchases.

• Cost of sales, as a percentage of net sales, in our analytical reference standards and services segment are influenced by many factors including inventory purchase costs, fixed supply chain overhead costs and transportation and storage costs.

For the three and six months ended June 30, 2025, this segment experienced relatively stable net sales and modest reductions in cost of sales compared to the same periods in 2024.

For the three and nine months ended September 30, 2025, this segment experienced relatively stable net sales and modest reductions in cost of sales compared to the same periods in 2024.

As a result, cost of sales as a percentage of net sales improved by approximately 1,140 basis points and 1,390 basis points, respectively.

2 unchanged sentences

The following table sets forth our total gross profit by reportable segment:

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

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

(In thousands) 2025 2024 % Change 2025 2024 % Change

8 unchanged sentences

Sales and marketing expenses by reportable segment were as follows:

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

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

2025 2024 2025 2024

21 unchanged sentences

Total sales and marketing expenses $ 8,768 25.8 % $ 7,044 27.5 % $ 25,092 26.3 % $ 20,753 29.4 %

Total sales and marketing expenses increased by $1.2 million and $2.6 million during the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024.

Total sales and marketing expenses increased by $1.7 million and $4.3 million during the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024.

However, as a percentage of net sales, total sales and marketing expenses improved by 170 basis points and 310 basis points, respectively, reflecting improved sales efficiency and disciplined investment as well as higher ingredient sales that require minimal additional sales and marketing resources.

1 unchanged sentence

Detailed changes in sales and marketing expense were primarily driven by the following:

• For our consumer products segment, sales and marketing expenses increased by $1.3 million and $2.6 million during the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024.

While these expenses rose in absolute terms, they remained steady as a percentage of net sales for the three-month periods ended June 30, 2025 and 2024, and declined slightly to 36% from 37% for the six-month periods.

◦ Advertising expenses rose by $0.3 million to $2.9 million during the three months ended June 30, 2025, and by $0.8 million to $5.9 million during the six months ended June 30, 2025.

As a percentage of net sales, advertising expenses also improved slightly in both periods, declining to 13% from 14% compared to the corresponding periods in 2024.

◦ Marketing expenses totaled $2.5 million and $5.0 million during the three and six months ended June 30, 2025, respectively, representing increases of $0.4 million and $1.0 million compared to the same periods in 2024.

As a percentage of net sales, marketing expenses remained steady at 11% for both the current and prior-year periods shown.

◦ Selling expenses grew by $0.5 million to $2.7 million during the three months ended June 30, 2025, and by $0.8 million to $5.2 million during the six months ended June 30, 2025.

As a percentage of net sales, selling expenses remained steady at 12% for both the current and prior-year periods shown.

• For our ingredients segment, total sales and marketing expense were $52,000 and $126,000 for the three and six months ended June 30, 2025, respectively, compared to $66,000 and $78,000 in the comparable periods in 2024.

While expenses declined $14,000 in the second quarter, the year-to-date increase of $48,000 reflects higher first-quarter investment to support pharmaceutical-grade Niagen® ingredient.

• For our consumer products segment, sales and marketing expenses increased by $1.7 million and $4.4 million during the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024.

While these expenses rose in absolute terms, sales and marketing expenses, as a percentage of net sales, improved to 33.2% from 38.2% for the three month periods ended September 30, 2025 and 2024, respectively, and improved to 35.1% from 37.5% for the nine month periods ended September 30, 2025 and 2024, respectively.

◦ Advertising expenses rose by $0.4 million during the three months ended September 30, 2025, and by $1.2 million during the nine months ended September 30, 2025.

Despite the higher spend, as a percentage of net sales, advertising efficiency improved, with expenses representing 12.1% of net sales, compared to 15.1% in the prior-year quarter, and 12.8% of net sales, compared to 14.4% in the prior year-to-date period.

◦ Marketing expenses totaled $2.7 million and $7.7 million during the three and nine months ended September 30, 2025, respectively, representing increases of $0.8 million and $1.8 million compared to the same periods in 2024.

As a percentage of net sales, marketing expenses improved slightly to 10.4% from 10.6% for the three month periods and remained steady at 10.9% for the nine month periods.

◦ Selling expenses grew by $0.5 million during the three months ended September 30, 2025, and by $1.3 million during the nine months ended September 30, 2025.

As a percentage of net sales, selling expenses improved slightly in both periods, declining to 10.7% from 12.3% compared to the corresponding periods in 2024.

• For our ingredients segment, total sales and marketing expense increased by $49,000 and $97,000 during the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024.

The increase reflects higher investment to support pharmaceutical-grade Niagen® ingredient.

These expenses remained immaterial as a percentage of net sales.

• For our analytical reference standards and services segment, sales and marketing expense decreased to $81,000 and $188,000 for the three and six months ended June 30, 2025, respectively, primarily due to lower selling costs and more efficient resource allocation.

• For our analytical reference standards and services segment, sales and marketing expense decreased to $80,000 and $268,000 for the three and nine months ended September 30, 2025, respectively, primarily due to lower selling costs and more efficient resource allocation.

Operating Expenses-Research and Development

1 unchanged sentence

Research and development expenses by reportable segment were 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 % Change 2025 2024 % Change

4 unchanged sentences

We allocate R&D expenses related to our Niagen® branded ingredient to the consumer products and ingredients segment, based on recorded revenues.

For the three months ended June 30, 2025, R&D expenses increased by $0.3 million compared to the same period in 2024, primarily due to higher professional and consulting fees, as well as higher employee wage expenses.

For the six months ended June 30, 2025, R&D expenses declined by $0.6 million compared to the prior year period.

For the three months ended September 30, 2025, R&D expenses increased by $0.5 million compared to the same period in 2024, primarily due to higher professional and consulting fees, higher employee wage expenses and additional lab supply purchases to support ongoing development activities.

For the nine months ended September 30, 2025, R&D expenses declined by $0.1 million compared to the prior year period.

This decrease is primarily due to elevated R&D investments in the first quarter of 2024 to support the successful launch of the Niagen Plus product line, including advancement of pharmaceutical-grade Niagen®.

The year-over-year decline was partially offset by higher employee wage expenses in 2025.

As expected, R&D spending has returned to more normalized levels following these initiatives.

The year-over-year decline was partially offset by higher employee wage expenses in 2025 and timing of R&D projects.

We continue to anticipate fluctuations in R&D investment based on the timing and scope of specific projects, clinical development activities, and internal resource allocation.

3 unchanged sentences

General and administrative expense 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,

(In thousands) 2025 2024 % Change 2025 2024 % Change

General and administrative $ 7,129 $ 6,304 13 % $ 19,580 $ 17,320 13 %

Total general and administrative expenses increased by $1.6 million and $1.4 million during the three and six months ended June 30, 2025, respectively, compared to the corresponding periods in 2024.

During the three months ended June 30, 2025, the increase was primarily driven by $0.8 million in higher employee-related expenses and share-based compensation, $0.5 million in increased professional and consulting fees, and $0.1 million in higher royalty expense, with the remainder attributable to various general and administrative costs.

During the six months ended June 30, 2025, the increase reflects $1.1 million in higher employee-related expenses and share-based compensation, $1.2 million in professional and consulting fees, and $0.1 million in royalty expense, partially offset by a $1.3 million reduction in credit loss expense due to a recovery of previously recognized credit losses.

Total general and administrative expenses increased by $0.8 million and $2.3 million during the three and nine months ended September 30, 2025, respectively, compared to the corresponding periods in 2024.

During the three months ended September 30, 2025, the increase was primarily driven by $1.1 million in higher employee-related expenses and share-based compensation, partially offset by a $0.4 million reduction in professional and consulting fees, with the remainder attributable to various general and administrative costs.

During the nine months ended September 30, 2025, the increase reflects $2.2 million in higher employee-related expenses and share-based compensation, $0.4 million higher banking, royalty and insurance costs, and $0.8 million higher professional and consulting fees, partially offset by a $1.3 million reduction in credit loss expense due to a recovery of previously recognized credit losses.

The remaining increase was attributable to other general and administrative costs.

1 unchanged sentence

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

As of June 30, 2025 and December 31, 2024, we maintained a full valuation allowance against the entire deferred income tax balance.

As of September 30, 2025 and December 31, 2024, we maintained a full valuation allowance against the entire deferred income tax balance.

In accordance with ASC 740, Income Taxes, future realization of deferred tax assets depends on the existence of sufficient taxable income, including the expectation of future profitability.

The Company recorded income tax expense of $128,000 and $296,000 during the three and six months ended June 30, 2025, respectively, representing 3.4% and 3.3% of earnings before income taxes for the respective periods.

During the three and six months ended June 30, 2024, the Company incurred a net loss and therefore did not record income tax expense.

The Company recorded income tax expense of $222,000 and $518,000 during the three and nine months ended September 30, 2025, respectively, representing 4.6% and 3.8% of earnings before income taxes for the respective periods.

During the three and nine months ended September 30, 2024, the Company did not record income tax expense.

The Company is not currently under examination by the Internal Revenue Service or any other major income tax jurisdiction.

As of June 30, 2025 and December 31, 2024, the Company has not identified any material uncertain tax positions requiring a reserve.

As of September 30, 2025 and December 31, 2024, the Company has not identified any material uncertain tax positions requiring a reserve.

The One Big Beautiful Bill Act (OBBBA), signed into law on July 4, 2025, makes permanent many of the corporate and individual tax provisions originally introduced under the Tax Cuts and Jobs Act of 2017 and introduces a range of new provisions such as extended bonus depreciation, enhanced R&D expensing, and changes affecting international tax rules, interest deductibility, and startup stock exemptions.

2 unchanged sentences

Depreciation and Amortization

Depreciation expense was approximately $316,000 and $348,000 for the six months ended June 30, 2025 and 2024, respectively.

Depreciation expense was approximately $473,000 and $512,000 for the nine months ended September 30, 2025 and 2024, respectively.

We depreciate our assets on a straight-line basis, based on the estimated useful lives of the respective assets.

Amortization expense of intangible assets was approximately $75,000 for each of the six months ended June 30, 2025 and 2024.

Amortization expense of intangible assets was approximately $113,000 for each of the nine months ended September 30, 2025 and 2024.

We amortize intangible assets using a straight-line method, generally over 10 years.

1 unchanged sentence

The useful lives of subsequent milestone payments that are capitalized are the remaining useful life of the initial licensing payment that was capitalized.

Noncash lease expense for the six months ended June 30, 2025 was approximately $332,000 compared to $337,000 for the six months ended June 30, 2024.

Noncash lease expense for the nine months ended September 30, 2025 was approximately $496,000 compared to $501,000 for the nine months ended September 30, 2024.

Liquidity and Capital Resources

From inception through June 30, 2025, we have incurred aggregate losses of approximately $173.2 million.

From inception through September 30, 2025, we have incurred aggregate losses of approximately $168.7 million.

These losses are primarily due to expenses associated with the development and expansion of our operations and investments to protect our intellectual property, including litigation-related expenses.

4 unchanged sentences

There can be no assurance that any such financing will be available on terms favorable to us or at all.

As of June 30, 2025, we had cash and cash equivalents of $60.5 million, including $152,000 of restricted cash, no material off-balance sheet arrangements and no outstanding borrowings under our line of credit with Western Alliance Bank.

Our cash and cash equivalents as of June 30, 2025 consisted of bank deposits and short-term investments of highly liquid investment-grade debt instruments with an original maturity of three months or less.

Additionally, as of June 30, 2025, we had purchase obligations of $32.6 million related to inventory purchase commitments to be paid during the six-month period from July 1, 2025 to December 31, 2025, as well as future minimum lease obligations of $3.9 million to be paid over approximately five years.

As of September 30, 2025, we had cash and cash equivalents of $64.3 million, including $152,000 of restricted cash, no material off-balance sheet arrangements and no outstanding borrowings under our line of credit with Western Alliance Bank.

Our cash and cash equivalents as of September 30, 2025 consisted of bank deposits and short-term investments of highly liquid investment-grade debt instruments with an original maturity of three months or less.

Additionally, as of September 30, 2025, we had purchase obligations of $33.6 million related to inventory purchase commitments to be paid for the next twelve months through September 30, 2026, as well as future minimum lease obligations of $3.4 million to be paid over approximately five years.

2 unchanged sentences

Cash provided by operating activities is net loss adjusted for certain non-cash items and changes in operating assets and liabilities.

For the six months ended June 30, 2025, net cash provided by operating activities was approximately $9.1 million, compared to approximately $31,000 for the six months ended June 30, 2024.

The increase of approximately $9.1 million was primarily driven by improvements in net income (loss), higher collections on trade receivables relative to the increase in trade receivables, and an increase in accounts payable compared to a reduction in the prior-year period.

These increases were partially offset by a decrease in credit loss expense due to a recovery of previously written-off amounts and higher inventory purchases associated with scaling our inventory reserves.

For the nine months ended September 30, 2025, net cash provided by operating activities was approximately $12.8 million, compared to approximately $3.5 million for the nine months ended September 30, 2024.

The increase of approximately $9.3 million was primarily driven by improvements in net income, higher collections on trade receivables relative to the increase in trade receivables, higher share-based compensation expense, and an increase in accounts payable compared to a reduction in the prior year period.

We expect operating cash flows to continue to fluctuate significantly from period to period due to a variety of factors, including changes in operating results, shipment timing, the pace of trade receivable collections, inventory management practices, and the timing of payments to vendors, among other factors.

1 unchanged sentence

Investing cash flows consist primarily of capital expenditures.

Cash used in investing activities was $167,000 and $53,000 for the six months ended June 30, 2025 and 2024, respectively.

Cash used in investing activities was $191,000 and $74,000 for the nine months ended September 30, 2025 and 2024, respectively.

Net cash provided by financing activities:

Financing cash flows primarily consists of the repayment of short-term and long-term debt and proceeds from the exercise of stock options.

For the six months ended June 30, 2025, cash provided by financing activities was $6.8 million, compared to $582,000 for the same period in 2024.

Financing cash flows primarily consists proceeds from the exercise of stock options.

For the nine months ended September 30, 2025, cash provided by financing activities was $7.0 million, compared to $1.6 million for the same period in 2024.

This increase of $5.4 million was driven by higher proceeds from the exercise of stock options compared to the same period in 2024.

4 unchanged sentences

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 2. Management’s Discussion and Analysis