What changed in this filing

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Item 1. Business

2026-03-04 compared with 2025-03-04 · 170 added, 189 removed, 146 unchanged (71% of the section changed)

Unless otherwise indicated or the context otherwise requires, references to the Company, ChromaDex, we, us and our refer to ChromaDex Corporation and its consolidated subsidiaries.

Unless otherwise indicated or the context otherwise requires, references to the Company, Niagen Bioscience, we, us and our refer to Niagen Bioscience, Inc.

and its consolidated subsidiaries.

Company Background

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On June 20, 2008, Cody amended its articles of incorporation to change its name to ChromaDex Corporation.

ChromaDex Corporation was traded on the over-the-counter market under the symbol “CDXC.” On April 25, 2016, ChromaDex Corporation became listed on the Nasdaq Capital Market under the symbol “CDXC.”

ChromaDex, Inc., a wholly owned subsidiary of ChromaDex Corporation, was originally formed as a California corporation on February 19, 2000.

On April 25, 2016, ChromaDex Corporation became listed on the Nasdaq Capital Market (Nasdaq).

On March 12, 2017, ChromaDex Corporation acquired Healthspan Research LLC, a consumer product company offering Tru Niagen® branded products.

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On January 15, 2021, Healthspan Research LLC was dissolved.

Prior to its dissolution, Healthspan Research, LLC contributed its assets and liabilities to ChromaDex, Inc.

Prior to its dissolution, Healthspan Research, LLC contributed its assets and liabilities to ChromaDex, Inc., a wholly owned subsidiary of ChromaDex Corporation,

Effective March 19, 2025, the Company changed its name to “Niagen Bioscience, Inc.”.

In connection with the Company’s new name, the Company changed the ticker symbol for the Company’s common stock on Nasdaq, to “NAGE”.

Company Overview

ChromaDex is 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.

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

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” or “NRCL,” commonly referred to as “NR”), a novel form of vitamin B3, as both a dietary and food ingredient.

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

In 2024, Niagen Plus products launched, which are products 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.

Food and Drug Administration’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.

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

FDA-registered 503B outsourcing facilities, in addition to compound pharmacies abroad, which compound and distribute Niagen® intravenous (Niagen IV) and injectable Niagen® formulations for use with a 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 U.S.

Food and Drug Administration (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 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, but not limited to, understanding NAD+’s role in rare diseases such as Ataxia-Telangiectasia, neurodegenerative diseases, 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 275 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 275+ 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 nicotinamide riboside as a NAD+ precursor;

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

Sir John Walker, Nobel Laureate and Emeritus Director of the MRC Mitochondrial Biology Unit in the University of Cambridge, England;

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

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.

Business Model, Products and Services

Consumer Products Segment

Through our consumer products segment, we provide finished dietary supplement products that contain the Company's proprietary ingredients, commercialized as Tru Niagen®, directly to consumers and distributors and offer NAD+ test kits exclusively to healthcare practitioners.

As one of the world leaders on NAD+ and the science of healthy aging, we continuously strive to evolve our Tru Niagen® products through ongoing exploration, discovery and the application of patented technologies.

We believe that the Tru Niagen® brand is associated with scientific rigor and a dedication to enhancing consumer health by safely elevating NAD+ levels, thereby facilitating a healthier aging process.

Our primary objective is to amplify global awareness of the Tru Niagen® brand through comprehensive marketing strategies, strategic partnerships and expanded market presence.

Our dedication to extending the reach of the Tru Niagen® brand is evident in our focus on enhanced marketing and distribution efforts in key global markets, while also working to obtain the required regulatory approvals for these endeavors.

We began international expansion of the Tru Niagen® brand with the launch in Hong Kong and Macau with our strategic partner, A.S.

Watson Group, in 2017.

Since then, through our strategic partners, we have further expanded distribution into over 100 countries.

We support our international operations in various capacities which include supplying our international strategic partners with finished products manufactured in the U.S, as well as marketing materials and expertise.

Concurrently, we maintain support for our proprietary e-commerce platforms and collaborate on the e-commerce platforms of partners both within the U.S and internationally.

Through our consumer products segment, we provide finished dietary supplement products containing our proprietary ingredients, marketed under the Tru Niagen® brand, through direct-to-consumer channels and distributors.

Our Tru Niagen® products are developed based on ongoing scientific research and incorporate patented technologies.

We focus on product quality, scientific support, and regulatory compliance in the development and commercialization of our consumer offerings.

We market and distribute Tru Niagen® products primarily through proprietary e-commerce platforms, third-party online marketplaces, and strategic distribution partners.

Internationally, we work with strategic partners to market and sell Tru Niagen® products in select markets, subject to applicable regulatory requirements.

We began international expansion with the launch of Tru Niagen® in Hong Kong and Macau in 2017 through a strategic partnership with A.S.

Watson Group, and have since expanded distribution into over 100 countries through additional partnerships.

We support our international operations by supplying finished products manufactured in the United States, as well as providing marketing support and operational expertise.

In addition, we maintain and operate proprietary e-commerce platforms and collaborate with distribution partners on their e-commerce platforms in the United States and internationally.

Ingredients Segment

Through our Ingredients segment, we develop and commercialize proprietary ingredient technologies, including food-grade Niagen® and pharmaceutical-grade Niagen®.

We supply these ingredients as raw materials to manufacturers of consumer products and U.S.

FDA-registered 503B outsourcing facilities, respectively.

Manufacturers of consumer products incorporate our food-grade Niagen® into multi-ingredient products, and U.S.

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

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

Food-grade Niagen® is authorized for human consumption as a dietary supplement and has been notified as Generally Recognized as Safe (GRAS) for use as a food ingredient.

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

We supply food-grade Niagen® as a raw material to manufacturers of consumer products and pharmaceutical-grade Niagen® to U.S.

FDA-registered 503B outsourcing facilities, in each case in accordance with applicable regulatory requirements.

Manufacturers of consumer products incorporate our food-grade Niagen® into dietary supplement and food products.

FDA-registered 503B outsourcing facilities may compound pharmaceutical-grade Niagen® into Niagen® IV and injectable Niagen® product formulations for administration pursuant to a valid prescription and applicable law.

Food-grade Niagen® is authorized for human consumption as a dietary supplement and has been notified to the U.S.

Food and Drug Administration as Generally Recognized as Safe (GRAS) for use as a food ingredient.

Pharmaceutical-grade Niagen® is manufactured for use by U.S.

FDA-registered 503B outsourcing facilities in compounding activities.

Our mission is to identify, acquire, and commercialize innovative proprietary ingredients and technologies to drive growth and deliver value.

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Analytical Reference Standards and Services Segment

Since 1999, we have provided research and quality-control products and services through our analytical reference standards and services segment and have positioned ourselves as a high-quality technical leader in the industry.

Since 1999, we have provided research and quality-control products and services through our analytical reference standards and services segment.

Customers worldwide in the dietary supplement, food and beverage, cosmetic, pharmaceutical, and life sciences industries utilize our products, which are small quantities of highly-characterized, phytochemicals, natural products and plant-based materials, to ensure the quality of their raw materials and finished products.

We also provide research services for customers exploring the frontier of natural product research and development.

We have taken advantage of both supply chain needs and regulatory requirements to build our analytical reference standards and services segment.

We believe we create value throughout the supply chain of the dietary supplements, functional foods, life science research, personal care markets and associated analytical testing laboratories.

We have used and, to a limited extent, continue to use intellectual property harnessed from our analytical reference standards and services segment to create new proprietary ingredients to our customers.

We also provide research services for customers exploring natural product research and development.

On February 24, 2026, we entered into an agreement to sell our analytical reference standards and services segment.

Following completion of the transaction, we no longer operate this business.

Management’s Discussion and Analysis and Note 4.

Business Segments and Concentrations included in Part II of this Annual Report on Form 10-K for additional information regarding this transaction.

Pharmaceutical Segment

We are pursuing pharmaceutical development of NAD+ precursors for potential therapeutic applications in advanced aging rare diseases.

To date, our activities have been limited to research and development, including preclinical and clinical studies and regulatory planning activities, and we do not currently generate revenue from this segment.

Our future activities may include continued internal development and potential strategic collaborations or licensing arrangements.

There can be no assurance that these development activities will result in successful clinical outcomes, regulatory approval, or commercial success.

Business Addressable Market

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The following table summarizes total net sales for each of our business segments in the last two years.

Our pharmaceutical segment did not generate net sales during the periods presented and is therefore not included in the table below.

Please refer to Item 8 Financial Statements and Supplementary Data of this Form 10-K for additional financial information about each of our business segments.

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Major Customers

For the years ended December 31, 2024 and 2023, we had two major customers which accounted for more than 10% of our total net sales.

Watson Group, a related party during 2023 and part of 2024, accounted for approximately 12.5% and 15.4% of our net sales for the years ended December 31, 2024 and 2023, respectively, and Life Extension accounted for approximately 11.7% of our net sales for the year ended December 31, 2024.

The loss of or deterioration in relationship with these customers would have a material adverse effect on our business and financial condition.

No customer accounted for more than 10% of the Company’s net sales during the year ended December 31, 2025.

For the year ended December 31, 2024, we had two major customers which accounted for more than 10% of our total net sales, with A.S.

Watson Group, a former related party, accounting for approximately 12.5% of our net sales and another customer accounting for approximately 11.7% of our net sales.

Sales and Marketing Strategy

Consumer Products Segment

Our sales and marketing strategy for the Consumer Products Segment is designed to enhance the visibility and awareness of Tru Niagen® in a targeted and effective manner.

With our dedicated team and supporting agencies, we implement a diverse array of strategies aimed at engaging our target audience and driving sales.

We leverage social media and internet advertising to reach a broad audience and create a strong online presence.

Simultaneously, we actively manage affiliate marketing programs to foster strategic partnerships and expand our reach through trusted networks.

In our pursuit of authentic connections, we engage in influencer collaborations with key personalities, leveraging their reach to promote Tru Niagen® and connect with their followers.

In addition, utilizing paid spokespersons and talent plays a crucial role in articulating the benefits and uniqueness of Tru Niagen®, thereby adding credibility to our brand.

Participation in industry events and trade shows serves as one among several avenues through which we showcase our products and engage with potential customers on a personal level.

Moreover, we implement targeted email campaigns to establish direct communication with our audience, delivering valuable information and exclusive offers.

The strategic use of paid search advertising ensures visibility among individuals actively searching for related keywords, contributing to the overall effectiveness of our marketing efforts.

Additionally, we distribute research publications and press releases to investors and healthcare practitioners to underscore the scientific backing and noteworthy developments associated with Tru Niagen®.

Integral to our customer-centric approach is the maintenance of a dedicated customer care department.

This department handles day-to-day communications and promptly addresses any inquiries or concerns from our valued customers.

Our overarching approach is firmly grounded in professionalism and integrity, with the ultimate goal of leaving a lasting and positive impression of Tru Niagen® in the minds of consumers.

Through these strategic initiatives, we aim not only to drive sales but also to build a strong and enduring connection with our esteemed customer base.

Our sales and marketing strategy for the Consumer Products Segment is focused on increasing awareness of the Tru Niagen® brand and driving consumer demand through a combination of digital marketing, strategic partnerships, and direct-to-consumer engagement.

We utilize a variety of online marketing channels, including proprietary and third-party e-commerce platforms, social media, and performance-based advertising, to reach and engage consumers.

We also work with affiliate partners, authorized resellers, and select healthcare practitioners to expand distribution and brand visibility.

Our marketing efforts emphasize scientific research, product quality, and brand trust, and are supported by customer care services that manage consumer inquiries and support ongoing engagement.

Distribution:

Domestic (United States of America):

We distribute Tru Niagen® products direct to consumers through our propriety e-commerce platform TruNiagen.com, Amazon, ShopHQ and other established internet marketplaces.

We also partner with specialty retailers and direct healthcare practitioners who are authorized resellers of Tru Niagen® in the United States.

In the United States, we distribute Tru Niagen® products directly to consumers through our proprietary e-commerce platform TruNiagen.com, as well as through third-party online marketplaces, including Amazon.

We also distribute through specialty retailers and authorized healthcare practitioners resellers.

International:

We utilize strategic partners on a regional or local country basis to expand our distribution of Tru Niagen® products internationally.

Our strategic partners offer our products through brick and mortar stores, e-commerce channels, such as Amazon, or a combination of both.

With our strategic partners, we currently distribute Tru Niagen® products to the following international markets, Hong Kong, Macau, Singapore, New Zealand, Australia, China, South Korea, Canada, Japan, United Kingdom, Germany, France, Italy, Spain, Poland, Netherlands, Switzerland and Sweden.

Additionally, in August 2023, we launched a partnership with iHerb, an online global destination for supplements with access to over 180 countries, to help accelerate our global expansion.

In January 2025, we began distributing to the United Arab Emirates.

We continue to seek opportunities to thoughtfully expand the Tru Niagen® brand into new international markets, carefully assessing the feasibility of obtaining the necessary regulatory approvals.

Ingredients Segment & Analytical and Reference Standards Segments

Our ingredients segment is supported through the development of key partnerships as we do not currently offer our ingredients to the broader public.

Sales to our partners are predominantly based in the United States, Hong Kong and Europe.

Our food-grade Niagen® ingredient partners manufacture and sell multi-ingredient products featuring Niagen® in the U.S.

and other international markets.

Our pharmaceutical-grade Niagen® ingredient partners, which are U.S.

FDA-registered 503B outsourcing facilities, are able to compound and distribute Niagen® IV and injectable Niagen® products in the U.S.

For our analytical reference standards and services segment, we promote our products and services based on a direct, technically-oriented model.

We employ sales and marketing personnel with appropriate commercial experience and scientific qualifications.

Our analytical reference standards and services segment provides products and services to customers both within the U.S.

and internationally.

We offer unique and highly-characterized, phytochemicals, natural products and plant-based materials as well as tailored research services as requested through custom “Scope of Work” applications.

For our international operations, we partner with international distributors to market and sell to several foreign countries and markets.

In Canada, we distribute Tru Niagen® products directly to consumers through our proprietary e-commerce platform.

Internationally, we distribute Tru Niagen® products through regional or country-specific strategic partners that sell through brick-and-mortar locations, e-commerce platforms, or a combination of both.

Our products are currently distributed in select markets across Asia-Pacific, Europe, the Middle East, and North America, subject to applicable regulatory requirements.

In addition, we partner with global e-commerce platforms, including iHerb, to expand international reach.

We continue to evaluate opportunities to enter additional international markets based on regulatory feasibility and strategic considerations.

Ingredients Segment

Our ingredients segment is primarily supported through strategic partnerships, as we do not currently offer our ingredient products directly to the general public.

Sales of our ingredients are made to commercial partners in select markets, with the majority of sales occurring in the United States and certain international markets, including parts of Asia and Europe.

Food-grade Niagen® is sold to manufacturers of consumer products, which incorporate the ingredient into dietary supplement and food products for sale in the United States and international markets.

Pharmaceutical-grade Niagen® is supplied to U.S.

FDA-registered 503B outsourcing facilities and compounding pharmacies abroad, for use in compounding activities in accordance with applicable local regulatory requirements.

Our sales and marketing efforts for the food-grade Niagen® are focused on supporting commercial partners through technical, regulatory and supply chain assistance, as well as business development activities designed to expand adoption of our ingredient technologies.

For pharmaceutical-grade Niagen® we are focused on business development and partner support activities in the United States and abroad.

These efforts include working with U.S.

FDA-registered 503B outsourcing facilities and collaborating with clinics that offer compounded products containing pharmaceutical-grade Niagen®, primarily through educational outreach, technical support, and relationship management activities conducted in accordance with applicable regulatory requirements.

Analytical Reference Standards and Services Segment

Historically, our analytical reference standards and services segment marketed and sold its products and services through a direct, technically oriented sales model, supported by a combination of internal sales personnel and international distributors.

The segment served customers in the United States and select international markets and offered analytical reference standards and related research services.

As discussed above, the Company has sold this segment.

Management’s Discussion and Analysis and Note 4.

Business Segments and Concentrations included in Part II of this Annual Report on Form 10-K for additional information.

Pharmaceutical Segment

Our pharmaceutical segment is focused on the research and development of a therapeutic candidate for potential applications in rare advanced aging diseases.

We hold an exclusive patent portfolio to develop this molecule into an approved drug.

At this stage, we have not commenced commercial sales or marketing activities, and our efforts to date have been limited to research and development.

Total sales and marketing expense across all segments for the years ended December 31, 2025 and 2024 was approximately $35.5 million and $29.5 million, respectively.

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The ChromaDex External Research Program (CERP®) is an essential component of our research and development platform.

CERP® was established to advance the science of nicotinamide riboside chloride and other ChromaDex products.

CERP® was established to advance the science of nicotinamide riboside chloride and other Niagen Bioscience products.

We value and encourage strong scientific rigor behind our products and have cultivated relationships with academic institutions in pursuit of this.

Thus far, CERP® has achieved over 275 research partnership agreements 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.

Thus far, CERP® has entered into over 300 research partnership agreements 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.

Additional relationships are currently being developed.

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Competitive Business Conditions

The health and wellness, anti-aging and dietary supplement industries are highly competitive, and we have competitors that offer products similar to our products.

In addition to competing with companies that may have greater financial and human resources than our own, we also face competition from those selling products that are inaccurately or falsely labeled, including those that contain significantly lower amounts of active ingredients than stated on their labels.

Furthermore, some competitors may attempt to infringe on our patents, misappropriate proprietary formulations, or introduce products that imitate our innovations without adhering to the same standards of scientific rigor and quality control.

We seek to differentiate our products and marketing from our competitors by emphasizing product quality, product benefits, scientific rigor, and functional ingredients.

We also pursue patent and trademark protections for our brands, product names, and new technologies whenever possible.

While we cannot assure that such measures will block competitive products, we believe our continued emphasis on scientific research, innovation and new product development targeted at the needs of our consumers will enable us to effectively compete in the marketplace by building a trusted brand.

For our consumer products segment, we are in direct competition with other providers of NAD+ boosting supplements.

Additionally, we have customers who are authorized resellers of Niagen® as a consumer product.

We believe these resellers are focused on specific channels or geographies that we feel are complementary to our business and expand awareness of the Niagen® ingredient and benefits.

We also face strong indirect competition from other ingredient suppliers who may supply alternative ingredients that may have similar characteristics to ingredients we offer.

For our analytical reference standards and services segment, we face competition within the standardization and quality testing niche of the markets we serve.

These competitors have already developed reference standards or services or are currently taking steps to develop them.

We strive to always provide superior products and services than our competition.

The health and wellness, anti-aging and dietary supplement industries are highly competitive, and we face competition from companies that offer products similar to our products, including companies with greater financial, marketing and human resources.

We also compete in markets where certain products sold or marketed by others may be inaccurately labeled or fail to meet the same quality and manufacturing standards as our own products, which can affect pricing and consumer perception.

Competition in these markets is based on factors such as product quality, perceived efficacy, scientific support, brand recognition, pricing, distribution channels, and regulatory compliance.

We seek to differentiate our products and marketing by emphasizing scientific research, product quality, functional ingredients, and brand trust.

We also pursue patent and trademark protections for our brands, product names, and new technologies when appropriate.

While such measures may not prevent all competitive products, we believe they support our ability to compete effectively.

Within our consumer products segment, we face direct competition from other providers of NAD+ boosting dietary supplements.

We also encounter indirect competition from suppliers of alternative ingredients that may be marketed as having similar functional characteristics.

In addition, certain customers act as authorized resellers of Niagen® consumer products in specific channels or geographies, which we believe complement our direct-to-consumer strategy and support broader awareness of the Niagen® ingredient.

Historically, the analytical reference standards and services segment operated in a competitive environment within the standardization and quality testing markets it served.

The segment faced competition from other providers of analytical reference standards and related services, including companies that had already developed reference standards as well as those seeking to develop similar products and services.

Competition in these markets is based on factors such as product quality, technical expertise, customer relationships, breadth of product offerings, pricing, and turnaround times.

Further, the pharmaceutical industry is highly competitive and characterized by rapid technological change, significant research and development expenditures, and extensive regulatory requirements.

Companies pursuing therapies for rare diseases face competition from large pharmaceutical companies, biotechnology firms, academic institutions, and other research organizations, many of which have substantially greater financial, technical, and human resources than we do.

Competition in this industry is based on, among other factors, scientific and clinical results, safety and efficacy profiles, regulatory approvals, intellectual property position, and the ability to obtain funding and strategic partnerships.

There can be no assurance that our development efforts will be successful in this competitive environment.

Working Capital

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From time to time, federal, state and international legislation is enacted that may materially increase our cost of doing business or may limit or expand our permissible activities.

We cannot predict whether or when potential legislation or regulations will be enacted, and, if enacted, the effect of such legislation, regulation, implementation, or any implemented regulations or supervisory policies would have on our financial condition or results of operations.

We cannot predict whether or when potential legislation or regulations will be enacted, and, if enacted, the effect that such legislation, regulation, implementation, or supervisory policies would have on our financial condition or results of operations.

In addition, the outcome of any litigation, investigations or enforcement actions initiated by state or federal authorities could result in required changes to our operations and increased compliance costs.

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We are not aware of, or party to, any action by a state attorney general or consumer class action involving our products.

Further, The National Advertising Division of the Council of Better Business Bureaus reviews national advertising for truthfulness and accuracy.

The National Advertising Division of the Council of Better Business Bureaus uses a form of alternative dispute resolution, working closely with in-house counsel, marketing executives, research and development departments and outside consultants to decide whether claims have been substantiated.

We are not aware of, or party to, any action by the National Advertising Division of the Council of Better Business Bureaus involving our products.

International Regulations

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Regulation in other markets we operate in or seek to operate in, including Canada, Japan, Brazil, China, Turkey and Australia all maintain and enforce a clear regulatory framework for novel ingredients and dietary supplements (or their equivalent).

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, Including Duration

Patents, Trademarks, Licenses, or Royalty Agreements, Including Duration

We currently protect our intellectual property through patents, trademarks, designs and copyrights on our products and services.

We aim to develop these proprietary ingredients ourselves and grant licenses to external companies for their commercialization.

We have used and, to a limited extent, continue to use intellectual property to create new proprietary ingredients.

We aim to develop and commercialize these proprietary ingredients ourselves as well as grant licenses to external companies for their commercialization.

The following table sets forth our existing patents and those to which we have licensed rights:

Patent Number Title Filling Date Issued Date Expires Licensor

7,776,326 Methods and compositions for treating neuropathies 6/3/2005 8/17/2010 6/24/2026 Licensed from Washington University

8,106,184 Nicotinyl Riboside Compositions and Methods of Use 11/17/2006 1/31/2012 9/20/2027 Licensed from Cornell University

8,114,626 Yeast strain and method for using the same to produce Nicotinamide Riboside 3/26/2009 2/14/2012 1/5/2026 Licensed from Dartmouth College

8,889,126 Methods and compositions for treating neuropathies 5/28/2010 11/18/2014 6/3/2025 Licensed from Washington University

9,000,147 Nicotyl riboside compositions and methods of use 1/17/2012 4/7/2015 11/17/2026 Licensed from Cornell University

9,295,688 Methods and compositions for treating neuropathies 10/10/2014 3/29/2016 6/3/2025 Licensed from Washington University

9,321,797 Nicotyl riboside compositions and methods of use 11/17/2014 4/26/2016 11/17/2026 Licensed from Cornell University

9,975,915 Crystalline forms of nicotinoyl ribosides, modified derivatives thereof, and phosphorylated analogs thereof, and methods of preparation thereof 11/10/2017 5/22/2018 11/10/2037 Co-owned with The Queen’s University of Belfast and exclusively licensed by ChromaDex

10,000,519 Methods of Preparing Nicotinamide Riboside and Derivatives Thereof 7/24/2014 6/19/2018 7/24/2034 Licensed from The Queen’s University of Belfast

10,000,520 B-vitamin and amino acid conjugates of nicotinoyl ribosides and reduced nicotinoyl ribosides, derivatives thereof, and methods of preparation thereof 3/16/2017 6/19/2018 3/16/2037 Co-owned with The Queen’s University of Belfast and exclusively licensed by ChromaDex

10,183,036 Use of nicotinic acid riboside or nicotinamide riboside derivatives, and reduced derivatives thereof, as NAD+ increasing precursors 4/20/2017 1/22/2019 4/20/2037 Owned by ChromaDex

10,280,190 Nicotinic acid riboside or nicotinamide riboside compositions, reduced derivatives thereof, and the use thereof to enhance skin permeation in treating skin conditions 3/16/2016 5/7/2019 5/31/2036 Co-owned with The Queen’s University of Belfast and exclusively licensed by ChromaDex

10,688,118 Nicotinamide riboside compositions for topical use in treating skin conditions 10/30/2014 6/23/2020 4/6/2035 Owned by ChromaDex

10,000,519 Methods of Preparing Nicotinamide Riboside and Derivatives Thereof 7/24/2014 6/19/2018 7/24/2034 Owned by Niagen Bioscience

10,183,036 Use of nicotinic acid riboside or nicotinamide riboside derivatives, and reduced derivatives thereof, as NAD+ increasing precursors 4/20/2017 1/22/2019 4/20/2037 Owned by Niagen Bioscience

10,688,118 Nicotinamide riboside compositions for topical use in treating skin conditions 10/30/2014 6/23/2020 4/6/2035 Owned by Niagen Bioscience

10,689,411 Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof 11/10/2017

Co-owned with The Queen’s University of Belfast and exclusively licensed by ChromaDex

Owned by Niagen Bioscience

10,815,262 Methods of preparing nicotinamide riboside and derivatives thereof

Licensed from The Queen’s University of Belfast

Owned by Niagen Bioscience

Use of nicotinamide riboside, nicotinic acid riboside, and nicotinamide mononucleotide, reduced nicotinyl compounds, and nicotinoyl compound derivatives in infant formula for healthy development

Owned by ChromaDex

Owned by Niagen Bioscience

10,934,322 B-vitamin and amino acid conjugates of nicotinoyl ribosides and reduced nicotinoyl ribosides, derivatives thereof, and methods of preparation thereof

Co-owned with The Queen’s University of Belfast and exclusively licensed by ChromaDex

Owned by Niagen Bioscience

11,033,568 Nicotinamide riboside compositions for topical use in treating skin conditions

Owned by ChromaDex

Patent Number Title Filling Date Issued Date Expires Licensor

Owned by Niagen Bioscience

11,071,747 Use of NAD precursors for breast enhancement

1 unchanged sentence

11,214,589 Crystalline forms of nicotinoyl ribosides and derivatives thereof, and methods of preparation thereof

Owned by ChromaDex

Owned by Niagen Bioscience

Patent Number Title Filling Date Issued Date Expires Licensor

11,242,364 Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof

Co-owned with The Queen’s University of Belfast and exclusively licensed by ChromaDex

11,274,117 Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof 4/30/2021 3/15/2022 11/10/2037 Co-owned with The Queen’s University of Belfast and exclusively licensed by ChromaDex

11,345,720 Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof 12/15/2021 5/31/2022 11/10/2037 Co-owned with The Queen’s University of Belfast and exclusively licensed by ChromaDex

11,524,022 Use of nicotinamide riboside, nicotinic acid riboside, and nicotinamide mononucleotide, reduced nicotinyl compounds, and nicotinoyl compound derivatives in infant formula for healthy development 4/14/2017 12/13/2022 4/14/2037 Owned by ChromaDex

Owned by Niagen Bioscience

11,571,413 Nicotinamide riboside treatments of domesticated meat animals 6/26/2020 2/7/2023 9/27/2039 Licensed from Kansas State University

11,584,770 Methods of preparing nicotinamide riboside and derivatives thereof 5/4/2022 2/21/2023 7/24/2034 Licensed from Queen’s University Belfast

11,584,770 Methods of preparing nicotinamide riboside and derivatives thereof 5/4/2022 2/21/2023 7/24/2034 Owned by Niagen Bioscience

11,633,421 Use of NAD precursors for improving maternal health and/or offspring health 11/29/2017 4/25/2023 6/19/2039 Licensed from University of Iowa

11,746,123 Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof 6/22/2020 9/05/2023 11/10/2037 Co-owned with The Queen’s University of Belfast and exclusively licensed by ChromaDex

11,981,698 Methods of Preparing reduced Nicotinamide Riboside and Derivatives Thereof 5/4/2022 5/14/2024 7/24/2034 Licensed from The Queen’s University of Belfast

12,195,494 Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof 8/24/2023 1/14/2025 11/10/2037 Co-owned with The Queen’s University of Belfast and exclusively licensed by ChromaDex

11,981,698 Methods of Preparing reduced Nicotinamide Riboside and Derivatives Thereof 5/4/2022 5/14/2024 7/24/2034 Owned by Niagen Bioscience

12,252,506 Methods of Preparing reduced Nicotinamide Riboside and Derivatives Thereof 4/26/2023 3/18/2025 7/24/2034 Owned by Niagen Bioscience

12,433,908 Use of nicotinamide riboside, nicotinic acid riboside, and nicotinamide mononucleotide, reduced nicotinyl compounds, and nicotinoyl compound derivatives in infant formula for healthy development 11/30/2022 10/7/2025 4/14/2037 Owned by Niagen Bioscience

12,485,134 Use of nicotinamide riboside, nicotinic acid riboside, reduced nicotinyl riboside compounds, and nicotinyl riboside compound derivatives in formulations 2/21/2020 12/2/2025 10/8/2041 Owned by Niagen Bioscience

Manufacturing, Sources and Availability of Raw Materials

Our finished consumer products are manufactured by third-party FDA-regulated contract manufacturers in the United States, complemented by the global sourcing of raw materials.

These manufacturing partners uphold the standards imposed by the International Organization for Standardization, as well as the high-quality standards we require.

We utilize third-party manufacturers for the production, encapsulation, and bottling of NRC as well as the manufacturing and supply of various other ingredients, products, and services.

In most cases, our contract manufacturers purchase raw materials based on our specifications;

however, we may also license particular raw material ingredients and supply our own source to the manufacturer.

Following the receipt of products or product components from third-party manufacturers, alongside the in-house testing conducted by the manufacturers themselves, we conduct independent analyses and testing.

This dual-layered approach ensures adherence to our stringent specifications.

To uphold quality standards, we continually monitor and manage supplier performance through a proactive corrective action program developed in-house.

We believe these strategic manufacturing relationships not only mitigate our capital investment but also enable us to exercise cost control, positioning us competitively against larger-volume manufacturers in the dietary supplements, phytochemicals, and ingredients market.

Additionally, the Company has an exclusive manufacturer for the supply of food-grade NRC, W.R.

During the third quarter of 2024, the Company entered into a Tenth Amendment (Tenth Amendment) to the Manufacturing and Supply Agreement (such agreement as amended, the “Grace Manufacturing Agreement” or “Agreement”), effective as of January 1, 2025 and originally effective in January 2016 with Grace.

In January 2019, Grace was issued patents related to the crystalline form of NRC which limit the Company’s ability to find alternatives for supply (Grace Patents).

Pursuant to the Tenth Amendment, the Company committed to purchase approximately $4.8 million of total inventory between January 1, 2025 and March 31, 2025.

The Grace Manufacturing Agreement is set to expire on March 31, 2025, subject to further renewal of the Agreement to be negotiated by the parties.

Additionally, under the Tenth Amendment, the Company and Grace maintain a binding six-month rolling forecast, which is updated monthly.

As of December 31, 2024, this forecast obligates the Company to purchase approximately $11.2 million of total inventory between January 1, 2025 and June 30, 2025.

If we are unable to extend the agreement with Grace on satisfactory terms, it could have a material adverse impact to our financial results and strategic position in the market.

Risk Factors, "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."

In our pursuit of excellence, we believe that we have identified reliable sources and suppliers of ingredients, chemicals, phytochemicals, and reference materials.

These trusted partners are committed to delivering products that align with our stringent guidelines, further reinforcing our confidence in the quality and consistency of our supply chain.

Our finished consumer products are manufactured by third-party, FDA-registered contract manufacturers located in the United States.

These manufacturers operate in accordance with applicable regulatory requirements and quality standards, including standards established by the FDA and the International Organization for Standardization, as well as the high-quality standards we require.

Raw materials are sourced globally and are either procured by our contract manufacturers based on our specifications or, in certain cases, supplied or licensed by the Company.

We utilize third-party manufacturers for the production, encapsulation, and bottling of NRC, as well as for the manufacturing and supply of other ingredients and product components.

In addition to testing conducted by our manufacturers, we perform independent analytical testing of products and components to verify compliance with our specifications.

We also maintain quality oversight programs designed to monitor supplier performance and address quality issues as they arise.

We rely on a single manufacturer for the supply of food-grade NRC.

We have entered into a long-term supply agreement with W.R.

Grace & Co.-Conn.

(Grace), pursuant to which Grace is our exclusive supplier of food-grade NRC that meets specified quality standards.

The supply agreement has an initial term through April 30, 2029, and will automatically renew for successive 12-month terms unless either party provides written notice of its intent not to renew.

Certain intellectual property held by Grace limits the availability of alternative sources of supply for food-grade NRC.

We believe we have established reliable relationships with our manufacturing partners and suppliers;

however, disruptions in manufacturing or the supply of key raw materials, including NRC, could adversely affect our operations

Environmental Compliance

We incur various expenses in complying with Good Manufacturing Practices and safe handling and disposal of materials used in our research and manufacturing activities.

We incur various expenses in complying with current good manufacturing practices (cGMP) and safe handling and disposal of materials used in our research and manufacturing activities.

For the years ended December 31, 2025 and 2024, these expenses totaled approximately $3.4 million and $3.0 million, respectively.

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Backlog Orders

For our consumer products segment where we ship products internationally to distributors, we may have a backlog from time to time as the production of Tru Niagen® finished bottles require up to three months lead time by our third-party contract manufacturers.

As of December 31, 2024 we did not have any significant backlog orders from the distributors that have not been shipped.

For consumer products directly shipped to consumers, our standard practice involves maintaining sufficient inventory on hand to fulfill orders upon receipt and as of December 31, 2024 backlog orders to consumers were minimal.

For our ingredients segment, we also have minimal backlog orders as we carry sufficient inventory on hand for most of the products we offer and we ship upon the receipt of customer’s order.

For our analytical reference standards and services segment, we normally have a small, immaterial backlog of orders.

As we have an extensive catalog featuring a wide array of phytochemicals and botanical reference material, we may not always have the items in stock at the time of customers’ orders.

These backlog orders are normally fulfilled within two to six weeks.

For our consumer products segment, we may experience backlog from time to time for distributor orders due to production lead times associated with finished Tru Niagen® products manufactured by third-party contract manufacturers.

As of December 31, 2025, we did not have any significant backlog orders from the distributors.

For consumer products sold directly to consumers, we generally maintain sufficient inventory on hand to fulfill orders upon receipt and backlog orders were minimal as of December 31, 2025.

For our ingredients segment, backlog orders are generally minimal, as we maintain inventory levels sufficient to fulfill customer orders upon receipt.

For our analytical reference standards and services segment, backlog orders are typically small and immaterial.

Certain catalog items may not be immediately available at the time an order is placed;

however, such orders are generally fulfilled within normal production or sourcing timeframes.

Human Capital:

Culture and Workforce

We are a company of curious, talented, and passionate people who are devoted to health, well-being, and improving the way people age.

We embrace collaboration and creativity and encourage the iteration of ideas to address complex challenges in all aspects of our business.

We believe our people are critical for our success.

We are dedicated to providing an environment where our employees can have fulfilling careers, be happy, healthy and productive.

We offer attractive wage and benefit packages to take care of the needs of our employees and their families.

Our competitive compensation and dynamic culture help us to attract and retain top candidates.

We continue to invest in recruiting, developing, and rewarding talented people.

We promote and support an open dialogue.

We communicate information about the company through multiple internal channels to our employees .

As of December 31, 2024, ChromaDex had 104 full-time employees, none of whom are unionized.

We believe relations with our employees are good.

Our employees are an important component of our ability to operate and execute our business strategy.

We seek to foster a collaborative and inclusive work environment that supports innovation, accountability, and professional development across the organization.

We provide compensation and benefits programs designed to be competitive within the markets in which we operate and to support the health and well-being of our employees and their families.

Our human capital practices focus on attracting, developing, and retaining talent through recruiting, training, performance management, and career development initiatives.

We encourage open communication and engagement through regular internal communications and opportunities for employee feedback.

As of December 31, 2025, Niagen Bioscience had 117 full-time employees, none of whom were represented by a labor union.

We believe our employee relations are good.

For information on our facilities, see “Properties” in Item 2 of this Form 10-K.

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These reports, proxy and information statements and other information concerning our company may be accessed through the SEC's website at www.sec.gov .

You may also find on our website at www.chromadex.com , electronic copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.

You may also find on our website at www.niagenbioscience.com , electronic copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.

Such filings are placed on our website as soon as reasonably practicable after they are filed with the SEC.

3 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-K

Item 1. Business