What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-04 compared with 2025-03-04 · 484 added, 414 removed, 717 unchanged (56% of the section changed)

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Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets at December 31, 2025 and December 31, 2024

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of ChromaDex Corporation

Stockholders and the Board of Directors of Niagen Bioscience, Inc.

Los Angeles, California

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of ChromaDex Corporation and Subsidiaries (the "Company") as of December 31, 2024, the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Retrospective Application of a Change in Accounting Principle

We have also audited the retrospective adjustments to the 2023 financial statements for the adoption of Accounting Standards Update 2023-07, “Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures,” as discussed in Note 2 and reflected in Note 5.

In our opinion, such adjustments are appropriate and have been properly applied.

We were not engaged to audit, review, or apply any procedures to the 2023 financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2023 financial statements taken as a whole.

We have audited the accompanying consolidated balance sheet of Niagen Bioscience, Inc.

and Subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

C ritical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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March 4, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of ChromaDex Corporation

Opinion on the Financial Statements

We have audited, before the effects of the retrospective adjustments to the disclosures for the adoption of ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”) discussed in Note 2 and Note 5, the accompanying consolidated balance sheet of ChromaDex Corporation and Subsidiaries (the “Company”) as of December 31, 2023, the related consolidated statements of operations, stockholders’ equity and cash flow for the year ended December 31, 2023 and the related notes (collectively referred to as the “financial statements”).

In our opinion, before the effects of the retrospective adjustments to the disclosures for the adoption of ASU 2023-07 discussed in Note 2 and Note 5, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review, or apply any procedures to the retrospective adjustments to the disclosures for the adoption of ASU 2023-07 discussed in Note 2 and Note 5 to the consolidated financial statements, and accordingly, we do not express an opinion or any other form of assurance about whether such retrospective adjustments are appropriate and have been properly applied.

Those retrospective adjustments were audited by other auditors.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on these financial statements based on our audit.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

Accordingly, we express no such opinion.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ Marcum LLP

We have served as the Company’s auditor from 2013 to 2024.

March 6, 2024

ChromaDex Corporation and Subsidiaries

Niagen Bioscience, Inc.

and Subsidiaries

Consolidated Balance Sheets

(In thousands, except par values, unless otherwise indicated)

(In thousands, except par values)

Current assets

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Trade receivables, net of allowances of $ 147 and $ 95 , respectively

including receivables from Related Party of zero and $ 2.8 million, respectively.

Inventories 20,424 9,192

Assets held for sale 541 —

Prepaid expenses and other assets 1,312 2,482

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Operating lease obligations, less current maturities 1,815 1,657

Finance lease obligations, less current maturities — 12

Deferred consideration liability 5,465 —

Total liabilities 29,873 22,184

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See accompanying notes to consolidated financial statements.

ChromaDex Corporation and Subsidiaries

Niagen Bioscience, Inc.

and Subsidiaries

Consolidated Statements of Operations

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Gross profit 83,189 61,586

Operating expenses:

Operating expenses (income):

Sales and marketing 35,506 29,469

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General and administrative 27,057 18,375

Total operating expenses 53,860 56,379

Operating income (loss) 7,726 ( 5,599 )

Nonoperating income:

Gain on settlement of royalty obligation ( 1,983 ) —

Total operating expenses, net 66,910 53,860

Operating income 16,279 7,726

Nonoperating income (expenses):

Interest income, net 2,127 1,129

IRS ERTC disallowance ( 214 ) —

Total nonoperating income, net 1,913 1,129

Income before provision for income taxes 18,192 8,855

Provision for income taxes 810 305

Net income (loss) $ 8,550 $ ( 4,938 )

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

Net income $ 17,382 $ 8,550

Net income per share attributable to common stockholders:

Basic $ 0.22 $ 0.11

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See accompanying notes to consolidated financial statements.

ChromaDex Corporation and Subsidiaries

Niagen Bioscience, Inc.

and Subsidiaries

Consolidated Statements of Stockholders’ Equity

(In thousands, unless otherwise indicated)

(In thousands)

Common Stock Additional

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Issuance of restricted stock 271 — — — — —

Exercise of stock options 2,053 2 5,430 — — 5,432

Share-based compensation 25 — 3,656 — — 3,656

Adjustment to retained earnings:

Cumulative effect of initially adopting ASC 326 — — — ( 29 ) — ( 29 )

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

Net loss — — — ( 4,938 ) — ( 4,938 )

Net income — — — 8,550 — 8,550

Balance, December 31, 2024 77,330 $ 77 $ 227,931 $ ( 181,910 ) $ ( 4 ) $ 46,094

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Share-based compensation — — 6,067 — — 6,067

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

Common stock repurchase ( 36 ) — ( 251 ) — — ( 251 )

Net income — — — 17,382 — 17,382

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See accompanying notes to consolidated financial statements.

ChromaDex Corporation and Subsidiaries

Niagen Bioscience, Inc.

and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands, unless otherwise indicated)

(In thousands)

Year Ended December 31,

Cash Flows From Operating Activities

Net income (loss) $ 8,550 $ ( 4,938 )

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

Net income $ 17,382 $ 8,550

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

Depreciation of leasehold improvements and equipment 612 663

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Share-based compensation expense 6,067 3,656

Gain on sale or disposal of leasehold improvements and equipment ( 19 ) ( 5 )

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

Allowance for (Recovery of) credit losses ( 1,217 ) ( 1,255 )

Reversal of previously accrued royalties and license maintenance fees — ( 3,521 )

Loss from impairment of intangibles — 3

Gain on settlement of royalty obligation ( 1,983 ) —

Interest accretion on deferred consideration 38 —

Non-cash financing costs 59 80

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Proceeds from exercise of stock options 7,246 5,432

Repurchase of common stock ( 251 ) —

Payment of debt issuance costs ( 67 ) ( 52 )

Principal payments on finance leases ( 12 ) ( 11 )

Net cash provided by (used in) financing activities 5,369 ( 90 )

Net cash provided by financing activities 6,916 5,369

Net increase in cash and cash equivalents 20,128 17,335

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Supplemental Schedule of Noncash Operating Activity

Adjustment to retained earnings, cumulative effect of initially adopting ASC 326 $ — $ 29

Right-of-use assets and operating lease obligations reduced for entering into lease amendment $ — $ 446

Right-of-use assets and operating lease obligations incurred for entering into lease amendment $ 1,127 $ —

Supplemental Schedule of Noncash Investing Activity

Acquisition of patent intangible asset and deferred consideration liability $ 5,474 $ —

See accompanying notes to consolidated financial statements.

ChromaDex Corporation and Subsidiaries

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

Nature of Business

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

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

The ChromaDex 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.

Niagen Bioscience, Inc.

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

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

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

NAD+ levels in humans have been shown to decline with age, among other factors, and may be increased through administration of NAD+ precursors.

ChromaDex is the innovator behind the NAD+ precursor nicotinamide riboside chloride (“NRC”, commonly referred to as “NR”), commercialized as the flagship ingredient Niagen®, available in both food and pharmaceutical grades.

Nicotinamide riboside chloride and other NAD+ precursors are protected by ChromaDex’s patent and/or licensed rights portfolio.

Niagen Bioscience is the innovator behind the NAD+ precursor nicotinamide riboside chloride (“NRC” or “NRCL,” commonly referred to as “NR”), commercialized as the flagship ingredient Niagen®, available in both food and pharmaceutical grades.

Nicotinamide riboside chloride and other NAD+ precursors are protected by Niagen Bioscience’s patent and/or licensed rights portfolio.

The Company delivers food-grade Niagen® as the sole or principal dietary ingredient in its dietary supplement consumer product line, Tru Niagen®.

As part of its consumer product offerings, the Company offers NAD+ test kits exclusively to healthcare practitioners.

Furthermore, the Company develops and commercializes proprietary ingredient technologies, including food-grade Niagen® and pharmaceutical-grade Niagen®, and supplies these ingredients as raw materials to the manufacturers of consumer products and U.S.

FDA-registered 503B outsourcing facilities, respectively.

Additionally, the Company provides natural product fine chemicals, known as phytochemicals, and related research and development services.

Throughout the years ended December 31, 2025 and 2024, the Company also provided natural product fine chemicals, known as phytochemicals, and related research and development services through its analytical reference standards and services operating segment.

Certain assets associated with this operating segment were classified as held for sale as of December 31, 2025 and are presented as such on the accompanying consolidated balance sheets.

Refer to Note 4.

Business Segments and Concentrations for further information.

Summary of Significant Accounting Policies

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As of December 31, 2025 and 2024, the Company held deferred revenue balances of $ 2.7 million and $ 2.6 million, respectively.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

Net sales include revenue generated from shipping and handling charges billed to customers.

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Shipping and handling fees billed $ 840 $ 642

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Taxes collected from customers and remitted to governmental authorities are excluded from revenue, which is presented on a net basis in the Consolidated Statements of Operations.

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bank accounts are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 at each institution.

As of December 31, 2024, the Company had approximately $ 43.0 million in uninsured cash deposits in U.S.

As of December 31, 2025, the Company had approximately $ 63.4 million in cash deposits in excess of federally insured limits in U.S.

bank accounts.

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Labor and overhead has been added to inventory that was manufactured or characterized by the Company.

The Company’s normal operating cycle for reference standards is currently longer than one year.

The Company’s normal operating cycle for reference standards is longer than one year.

During the year ended December 31, 2025, the assets associated with the analytical reference standards segment met the criteria to be classified as held for sale.

Accordingly, these amounts are excluded from the current year inventory balances as presented in the accompanying consolidated balance sheets.

The Company regularly reviews inventories on hand and reduces the carrying value for slow-moving and obsolete inventory, inventory not meeting quality standards and inventory subject to expiration.

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Any significant unanticipated changes in future product demand or market conditions that vary from current expectations could have an impact on the value of inventories.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

Leasehold Improvements and Equipment, net :

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Intangible assets with finite useful lives are amortized using the straight-line method over a period of 10 years, or, for licensed patent rights, the remaining term of the patents underlying licensing rights (considered to be the remaining useful life of the license), whichever is shorter.

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

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

The present value of subsequent milestone payments is capitalized when the payment obligation is incurred and amortized over the remaining useful life established upon the initial payment.

The Company’s long-lived assets are reviewed for impairment on a periodic basis or when changes in circumstances indicate the possibility that the carrying amount may not be recoverable.

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If a possible impairment is identified, the asset group’s fair value is measured relying primarily on a discounted cash flow methodology.

During the year ended December 31, 2023, the Company identified intangible assets which were impaired.

For further discussion, see Note 8, Intangible Assets, Net.

No assets were impaired during the year ended December 31, 2024.

No assets were impaired during the years ended December 31, 2025 and December 31, 2024.

Customer Deposits :

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When and if applicable, potential interest and penalty costs are accrued as incurred, with expenses recognized in general and administrative expenses in the statements of operations.

As of December 31, 2024, the Company has no liability for unrecognized tax benefits.

The Company did not have any liability for unrecognized tax benefits as of December 31, 2025 or 2024.

Research and Development Costs:

Research and development costs consist of direct and indirect costs associated with clinical trials, product development and process development expenses.

Research and development costs consist of direct and indirect costs associated with clinical trials, product development and process development activities.

These costs are expensed as incurred.

Amortization of certain patents is included within research and development expense and is recognized on a straight-line basis over the estimated useful lives of the related patents.

The Company expenses the production costs of advertising the first time the advertising takes place.

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The Company accounts for all share-based compensation costs under the fair value method.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

The fair value of the Company’s stock options is estimated at the date of grant using the Black-Scholes option valuation model.

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The fair value of restricted stock unit awards is determined at the grant date and is based on the market price on the grant date.

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

For option grants and restricted stock unit awards without performance conditions, the Company recognizes compensation expense over the requisite vesting period ratably, recognizing expense for each tranche of each grant starting on the grant date.

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Compensation expense for stock options with performance conditions is recognized only for those awards expected to vest.

Compensation expense for market performance stock units is recognized over the derived service period and is not reversed if the market condition is not achieved;

however, if the market condition is achieved, any remaining unrecognized compensation expense is accelerated in the period of achievement.

The Company recognizes forfeitures when they occur.

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For further information on litigation matters, see Note 15, Commitments and Contingencies — Legal Proceedings .

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

Recent Accounting Standards Adopted by the Company:

In November 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-07, "Segment Reporting – Improvements to Reportable Segments Disclosures" (ASU 2023-07), which requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity's CODM.

The amendments in ASU 2023-07 also expand the interim segment disclosure requirements.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023-07 for its annual period ended December 31, 2024 and will adopt for its interim periods beginning in fiscal year 2025.

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

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

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

A public entity should apply the amendments in ASU 2023-09 prospectively to all annual periods beginning after December 15, 2024.

Early adoption and retrospective application are permitted.

The Company adopted ASU 2023-09 for its annual period ended December 31, 2025.

The enhanced disclosures required by ASU 2023-09 are included in Note 12, Income Taxes , to the Company’s consolidated financial statements for year ended December 31, 2025.

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

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

ASU 2024-02 is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2024-02 for its annual period ended December 31, 2025.

The adoption of ASU 2024-02 did not have a material impact on the Company’s results.

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Accounting Standards Recently Issued but Not Yet Adopted by the Company:

In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative,” to amend certain disclosure and presentation requirements for a variety of topics within the ASC.

These amendments align the requirements in the ASC to the removal of certain disclosure requirements set out in Regulation S-X and Regulation S-K, announced by the SEC.

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The Company is currently evaluating the impact that the adoption of ASU 2023-06 may have on its consolidated financial statements and disclosures.

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

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

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

A public entity should apply the amendments in ASU 2023-09 prospectively to all annual periods beginning after December 15, 2024.

Early adoption and retrospective application are permitted.

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

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

ASU 2024-02 is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

While the Company is currently evaluating the impact of this standard, it is not expected to have a significant impact on the Company’s financial statements and disclosures.

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

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The Company is currently evaluating the impact of this standard.

Evaluation of Ability to Maintain Current Level of Operations

In connection with the preparation of these financial statements for the year ended December 31, 2024, management evaluated whether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability to meet its obligations as they became due over the next twelve months from the date of issuance of these financial statements for the year ended December 31, 2024.

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

For the year ended December 31, 2024, the Company recorded a net income of approximately $ 8.6 million and the Company’s operating activities provided cash of $ 12.1 million.

As of December 31, 2024, the Company had unrestricted cash and cash equivalents of $ 44.5 million which consists of bank deposits and money market funds.

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

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

ChromaDex Corporation and Subsidiaries

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

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

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

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

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

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

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

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

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

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

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

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

Income (Loss) Per Share Applicable to Common Stockholders

The following table sets forth the computations of income (loss) per share amounts applicable to common stockholders for the years indicated.

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270):

Narrow-Scope Improvements,” which clarifies the applicability and improves the navigability of the interim reporting guidance.

The amendments also provide additional guidance on required interim disclosures, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period.

ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 for public business entities, and early adoption is permitted for all entities.

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

In December 2025, the FASB issued ASU 2025-12, “Codification Improvements,” to address suggestions received from stakeholders on the Accounting Standards Codification and to make other incremental improvements to GAAP.

The amendments is effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

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

Income Per Share Applicable to Common Stockholders

The following table sets forth the computations of income per share amounts applicable to common stockholders for the years indicated.

Year Ended December 31,

(In thousands, except per share data) 2025 2024

Net income (loss) 8,550 ( 4,938 )

Net income 17,382 8,550

Weighted average common shares outstanding for basic earnings per share (1) 79,178 75,929

1 unchanged sentence

Adjusted weighted average common shares outstanding for diluted earnings per share 85,436 78,125

Earnings (Loss) Per Share:

Basic net income (loss) per common share $ 0.11 $ ( 0.07 )

Diluted net income (loss) per common share $ 0.11 $ ( 0.07 )

(1) Includes a weighted average of approximately 167,000 and 174,000 nonvested shares of restricted stock for the years ended December 31, 2024 and 2023, respectively, which are participating securities that feature voting and dividend rights.

(2) Options and restricted stock outstanding, which are anti-dilutive and therefore not factored into the weighted average common shares amount above, for the years ended December 31, 2024 and 2023 were as follows:

Earnings Per Share:

Basic net income per common share $ 0.22 $ 0.11

Diluted net income per common share $ 0.20 $ 0.11

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

(2) For the years ended December 31, 2025 and 2024, the Company had outstanding restricted stock awards and stock options.

Restricted stock awards were dilutive and included in the calculation of diluted earnings per share, while certain stock options outstanding were anti-dilutive and, accordingly, were excluded from the calculation of weighted-average common shares outstanding.

The following table presents the anti-dilutive stock options for the periods presented:

Year Ended December 31,

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Stock options 1,682 4,087

Restricted stock units — 589

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

Business Segments and Concentrations

The Company has the following three reportable segments for the years ended December 31, 2024 and 2023:

The Company’s four reportable segments are as follows:

• Consumer Products segment:

provides finished dietary supplement products that contain the Company's proprietary ingredients directly to consumers and distributors and offers NAD+ test kits exclusively to healthcare practitioners;

provides finished dietary supplement products that contain the Company's proprietary ingredients directly to consumers and distributors;

• Ingredients segment :

3 unchanged sentences

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

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

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

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

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

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

• Pharmaceuticals segment:

pursues the pharmaceutical development of our NAD precursor portfolio for potential therapeutic applications in rare diseases, and currently conducts research and development activities, including clinical studies and regulatory planning.

During the year ended December 31, 2025, the Company identified the pharmaceuticals segment as a new reportable operating segment based on changes in internal reporting and the manner in which the Company’s chief operating decision maker (CODM) evaluates operating performance.

Segment information for the years ended December 31, 2025 and 2024 has been recast to reflect the current reportable segment structure for comparability purposes.

The recast did not impact the Company’s previously reported consolidated results of operations or financial position.

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

This segment structure reflects the Company’s current operational and financial management and provides the framework used by management to evaluate performance, allocate resources, and support the Company’s strategic objectives while maintaining financial discipline.

The Company’s CODM is a management group comprised of the Chief Executive Officer and Chief Financial Officer.

The CODM reviews monthly and quarterly financial information for each operating segment, including net sales, gross profit (loss), operating income (loss), and spending by segment, to evaluate operating performance and allocate resources.

The CODM does not review assets by operating segment in evaluating performance, and therefore assets by segment are not disclosed.

There are no intersegment sales that require elimination.

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

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

The “Corporate and other” classification includes corporate items that are not allocated to the Company’s reportable segments.

The following tables set forth financial information by segment:

Year Ended December 31, 2024 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Corporate and other Total

Year Ended December 31, 2025 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Pharmaceuticals

segment Corporate and other Total

(In thousands)

9 unchanged sentences

General and administrative — — — — 27,057 27,057

Gain on settlement of royalty obligation ( 1,615 ) ( 368 ) — — — ( 1,983 )

Operating expenses 36,462 808 349 2,234 27,057 66,910

Operating income (loss) $ 28,426 $ 16,748 $ 396 $ ( 2,234 ) $ ( 27,057 ) $ 16,279

Year Ended December 31, 2023 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Corporate and other Total

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

Year Ended December 31, 2024 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Pharmaceuticals

segment Corporate and other Total

(In thousands)

1 unchanged sentence

Cost of sales 27,478 7,808 2,725 — — 38,011

Gross profit (loss) 44,773 6,157 ( 150 ) — 50,780

Gross profit 49,294 12,006 286 — — 61,586

Operating expenses:

7 unchanged sentences

Operating income (loss) $ 17,177 $ 10,898 $ ( 215 ) $ ( 1,759 ) $ ( 18,375 ) $ 7,726

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Disaggregation of revenue

The Company disaggregates its revenue from contracts with customers by type of goods or services for each of its segments, as the Company believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors.

The pharmaceuticals segment did not generate revenue during the periods presented.

Disaggregated revenues are as follows:

15 unchanged sentences

Total Net Sales $ 97,672 $ 28,675 $ 3,076 $ 129,423

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

Year Ended December 31, 2024 Consumer

Segment Ingredients

Segment Analytical Reference

Standards and Services Segment Total

Segment Analytical

Standards and

Services Segment Total

(In thousands)

8 unchanged sentences

Total Net Sales $ 76,772 $ 19,814 $ 3,011 $ 99,597

Assets Held For Sale

During the year ended December 31, 2025, the Company committed to a plan to sell substantially all of the assets of its analytical reference standards and services operating segment to a third party.

As of December 31, 2025, the assets associated with this operating segment met the criteria to be classified as held for sale and are presented as assets held for sale in the accompanying consolidated balance sheets.

The Company evaluated the long-lived assets of the analytical reference standards and services operating segment for impairment prior to classification as held for sale and recorded any required adjustments to reflect the assets at the lower of carrying value or estimated fair value less costs to sell.

Depreciation and amortization of long-lived assets classified as held for sale ceased as of the classification date.

The assets classified as held for sale primarily consist of $ 403,000 in inventory, $ 138,000 of certain long-lived assets, customer lists and contracts, and a trade name.

The buyer will assume operating liabilities arising after the closing date, while the Company will retain all accounts receivable and accounts payable incurred prior to the closing date related to the disposed assets.

On February 24, 2026, the Company entered into a definitive asset purchase agreement with a third party for total cash consideration of approximately $ 6.0 million, less working capital adjustments of approximately $ 0.2 million.

In connection with the disposition, the Company entered into a transition services agreement pursuant to which the Company will continue to provide certain operational and administrative services to the buyer for a period of up to six months following the closing date.

The Company will receive a service fee for these services, which will be recognized as the services are provided.

The results of operations of the analytical reference standards and services operating segment are included in continuing operations for all periods presented, as the disposition does not represent a strategic shift that will have a major effect on the Company’s operations or financial results , therefore it does not meet the criteria for discontinued operations treatment.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

Geographical Concentrations

9 unchanged sentences

Total net sales from international sources $ 27.8 $ 24.3

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Long-lived assets

2 unchanged sentences

Disclosure of major customers

Major customers are defined as customers whose sales or accounts receivables individually consist of more than 10% of total sales or total trade receivables, respectively.

Percentage of revenues from major customers of the Company’s consumer products segment for the years indicated were as follows:

Major customers are defined as customers whose sales or trade receivables individually consist of more than 10% of total sales or total trade receivables, respectively.

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

Customers that represented more than 10% of net sales during the year ended December 31, 2024 are presented in the table below as a percentage of net sales.

Year Ended December 31,

1 unchanged sentence

Watson Group (1) 12.5 %

Life Extension 11.7 % *

* Represents less than 10%

(1) Customer was classified as a related party for part of the year.

Customer A 11.7 %

(1) Customer was classified as a related party for part of the year ended December 31, 2024 .

See Note 5, Related Party Transactions for further details.

The percentage of the amounts due from major customers to total accounts receivable, net as of the periods indicated were as follows:

The percentage of the amounts due from major customers to total trade receivables, net as of the periods indicated were as follows:

As of December 31,

1 unchanged sentence

Watson Group (1) 23.0 % 47.6 %

Life Extension * 16.1 %

Amazon Marketplaces 14.3 % 12.2 %

Wells Pharma of Houston 10.3 % *

Customer B 11.0 % 14.3 %

Customer C * 10.3 %

* Represents less than 10%

(1) Customer was classified as a related party for part of the year.

(1) Customer was classified as a related party for part of the prior year.

See Note 5, Related Party Transactions for further details.

During the year ended December 31, 2023, the Company recorded an allowance for credit loss of approximately $ 964,000 .

The higher provision was primarily a result of the Chapter 11 bankruptcy filing by iMedia Brands, Inc., which owns ShopHQ, a multiplatform interactive television network, which has been a sales channel for Tru Niagen®.

As of December 31, 2023, the Company determined the balance to be uncollectible and wrote off the full provision.

For the year ended December 31, 2024, the Company recorded a recovery of credit losses of approximately $ 1.3 million, associated with a settlement in connection with litigation.

For the years ended December 31, 2025 and 2024 , the Company recorded recoveries of credit losses of approximately $ 1.3 million in each year, totaling approximately $ 2.6 million, related to a settlement arising from litigation.

See Note 15, Commitments and Contingencies — Legal Proceedings, 2 .

Elysium Health, LLC, (A) California Action for further information.

As of December 31, 2024, concentration for the Company's outstanding trade receivables is significant, with approximately 72 % of the total outstanding trade receivables aggregated among three customers.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

As of December 31, 2025, concentration for the Company's outstanding trade receivables is significant, with approximately 34 % of the total outstanding trade receivables aggregated among two customers.

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

3 unchanged sentences

Despite the Company’s risk mitigation efforts, there is no assurance that the Company will not experience delays or defaults in payment from its customers, which could result in an increase in the Company's bad debt expense, a reduction in cash flows, and a negative impact on its financial performance.

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Disclosure of major vendor

1 unchanged sentence

Major Vendor As of December 31,

Vendor A 47.2 % 64.3 %

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

Effective January 1, 2025, the Company entered into a Tenth Amendment to the Manufacturing and Supply Agreement (the "Grace Manufacturing Agreement"), initially effective in January 2016.

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

Pursuant to the Tenth Amendment and the manufacturing and supply agreement with the aforementioned third party, the Company is 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.

- Conn 43.5 % 47.2 %

The Company has an exclusive manufacturing arrangement for the supply of Nicotinamide-beta-Riboside Chloride (NRCL) with W.R.

On July 25, 2025, the Company executed a Sales Agreement (the “Grace Supply Agreement”) with Grace with an effective date of April 1, 2025.

Grace holds patents related to the crystalline form of NR chloride that provide Grace with exclusive manufacturing rights for certain forms of NRCL, which limit the Company’s ability to source alternative suppliers.

Pursuant to the Grace Supply Agreement, Grace will exclusively supply the Company with NRCL meeting specified quality and technical requirements as defined in a previously executed quality agreement dated March 22, 2024.

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

The Company is contractually obligated to purchase minimum quantities of NRCL during each year of the agreement term.

The Grace Supply Agreement provides for 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.

The Company provides rolling monthly forecasts of its anticipated purchase requirements for a 24-month period, of which the first 12 months are binding upon Grace’s acceptance.

Refer to Note 15.

Commitments and Contingencies - Purchase obligations for more details.

Any failure to extend the Grace Manufacturing Agreement on satisfactory terms could potentially have a material adverse impact on the Company’s financial results and strategic position, as outlined in Item 1A.

3 unchanged sentences

Prior to August 20, 2024, A.S.

Watson Group was considered a related party due to common ownership by an entity that beneficially owned more than 10% of the Company’s common stock.

Watson Group was considered a related party through common ownership by an enterprise that beneficially owned more than 10% of the Company’s common stock.

On August 20, 2024, this entity sold its ownership in the Company, and A.S.

Watson Group ceased to be a related party as of that date.

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

Net Sales Trade Receivable as of

Year Ended December 31, December 31,

2024 2023 2024 2023

Watson Group (1) $ 8.7 million $ 12.8 million $— million $ 2.8 million

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

Watson Group in 2024, sales and related trade receivables after August 20, 2024, are excluded from the amounts presented above.

However, the Company has maintained its relationship with A.S.

Watson Group.

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

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

Year Ended December 31,

Watson Group (1) $— million $ 8.7 million

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

Watson Group in 2024, sales after August 20, 2024, are excluded from the amounts presented above.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

The Company's major classes of inventory and corresponding balances as of the periods indicated are as follows:

6 unchanged sentences

Inventories $ 20,424 $ 9,192

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

(1) As of December 31, 2025, $ 0.4 million of inventory related to the analytical reference standards and services operating segment was classified as held for sale.

Refer to Note 4.

Business Segments and Concentrations for further information.

Intangible Assets, Net

Effective December 16, 2025, the Company entered into an Assignment Agreement with Queen’s University Belfast (QUB), pursuant to which all intellectual property rights previously jointly owned with, or licensed from, QUB were assigned exclusively to the Company.

Concurrently, the Joint Ownership and Management Agreement License Agreement were terminated and all outstanding royalty and license obligations under those agreements were legally extinguished.

As a result of the Assignment Agreement,, the Company acquired full ownership of certain identified patents.

The acquired patents are accounted for as finite-lived intangible assets and were initially recognized at $ 5.5 million, representing present value of fixed future payments due under the Assignment Agreement.

Because the consideration includes deferred payments, the Company recorded a corresponding long-term liability for the present value of the future contractual obligations.

Refer to Note 15.

Commitments and Contingencies, for information regarding the future payment obligations under the Assignment Agreement.

The acquired patents are amortized on a straight-line basis over an estimated useful life of 10-years .

Amortization expense is recorded within cost of goods sold and research and development expense based on the expected utilization of the underlying intellectual property in both the Company’s current commercialization and manufacturing activities and future research and development efforts.

Intangible assets as of the periods indicated consisted of the following:

7 unchanged sentences

During the years ended December 31, 2025 and 2024, amortization expense was approximately $ 173,000 and $ 151,000 , respectively.

During the year ended December 31, 2023, the Company identified intangible assets which were impaired due to the cessation of use of certain intellectual properties, resulting in an impairment charge of $ 3,000 and the removal of the intangible balances from the gross asset and accumulated amortization amounts approximating $ 630,000 and $ 627,000 , respectively.

During the year ended December 31, 2025 the Company disposed of a fully depreciated intangible asset, resulting in the removal of the related gross carrying amount and accumulated amortization of $ 117,000 .

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

Estimated amortization expense for each of the years ended December 31, is as follows:

(In thousands)

Year Amount (USD)

Thereafter 2,714

Leasehold Improvements and Equipment, Net

10 unchanged sentences

Leasehold improvements and equipment, net $ 1,323 $ 1,719

(1) As of December 31, 2025, $ 0.7 million of laboratory equipment and $ 0.6 million of corresponding accumulated depreciation related to the analytical reference standards and services operating segment was classified as held for sale.

Refer to Note 4.

Business Segments and Concentrations for further information.

Depreciation expense on leasehold improvements and equipment for the years ended December 31, 2025 and 2024 was approximately $ 612,000 and $ 663,000 , respectively.

1 unchanged sentence

Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the remaining lease term.

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

During the years ended December 31, 2024 and 2023, the Company sold or disposed of certain leasehold improvements and equipment resulting in a gain of $ 19,000 and $ 5,000 , respectively.

During the years ended December 31, 2025 and 2024, the Company sold or disposed of certain leasehold improvements and equipment resulting in a loss of $ 4,000 and gain $ 19,000 , respectively.

At the time of sale or disposal, the related cost and accumulated depreciation were removed from the respective accounts.

2 unchanged sentences

The lease agreements provide for renewal options and rent escalation over the lease term as well as require the Company to pay maintenance, insurance and property taxes.

On October 11, 2023, the Company amended its existing office space lease in Los Angeles, California.

In accordance with Accounting Standards Codification (ASC) 842, the amended lease agreement is considered modified and subject to lease modification guidance.

The right-of-use (ROU) asset and lease liability related to the lease agreement were remeasured based on the change in the lease conditions, which included rent abatement totaling approximately $ 355,000 .

The reassessed value of the ROU asset and lease liability as of the modification date was $ 1.0 million and $ 1.2 million, respectively.

The lease term remained unchanged and extends through March 31, 2027 and provides one option to extend for an additional five years .

In March 2025, the Company amended its existing lease in Longmont, Colorado.

In accordance with ASC 842, the amended lease agreement is considered to be modified and subject to lease modification guidance.

The right-of-use (ROU) asset and lease liability related to the agreement were remeasured based on the change in the lease conditions such as rent payment and the discount rate as of the modification date lease terms.

The modification resulted in the increase of approximately $ 1.1 million to the related lease liability and ROU asset.

The amended lease now extends through October 31, 2030.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024, the Company had ROU assets of $ 2.2 million and $ 1.7 million, respectively, and corresponding operating lease liabilities of $ 2.8 million and $ 2.6 million, respectively.

16 unchanged sentences

Long-term obligations under operating leases $ 1,815

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Share-Based Compensation

5 unchanged sentences

Options expire 10 years from the date of grant.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

General Vesting Conditions

The Company’s stock options and restricted stock unit awards are generally subject to a one-year cliff vesting period after which 1/3rd of the shares vest with the remaining shares vesting ratably each month over a two-year period subject to the passage of time.

Beginning in the second quarter of 2022, newly granted restricted stock units are generally subject to a three-year vesting period with 1/3rd vesting per year on the anniversary of the grant date.

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

Certain executive and board member equity awards provide for accelerated vesting if there is a change in control or termination without cause.

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

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

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

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

The award consists of five tranches with stock price hurdles ranging from $ 15.00 to $ 50.00 per share, with no interpolation between thresholds, and includes post-vesting transfer restrictions until the earlier of five years from the grant date and a change in control.

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

Employee Stock Purchase Plan

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

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

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

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

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

As of December 31, 2025, the Company had not yet extended its first offering period and 650,000 shares remained available for issuance.

The first offering period under the ESPP commenced on January 1, 2026.

Share Repurchase Program

During the year ended December 31, 2025, the Company repurchased 35,840 shares of its common stock for an aggregate purchase price of $ 0.3 million, which was recorded as reduction of common stock and additional paid-in capital.

Stock Options

7 unchanged sentences

Dividend Yield 0 % 0 %

ChromaDex Corporation and Subsidiaries

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

Market Performance Stock Units

The Company did not grant any market PSUs in the year ended December 31, 2024, and accordingly, no valuation activity was required for the period.

On February 25, 2025, the Company granted 1,518,600 market based performance stock units (PSUs) to its Chief Executive Office under the 2017 Equity Incentive Plan.

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

Weighted Average:

Year Ended December 31, 2025

Discount Period 7.0 years

Expected volatility 76.7 %

Risk-free rate 4.1 %

Size Premium 1.7 %

Cost of Equity 22.1 %

Service Period Based Stock Options

15 unchanged sentences

*The aggregate intrinsic values in the table above are based on the Company’s stock price of $ 6.36 , which is the closing price of the Company’s stock on the last day of business for the year ended December 31, 2025

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

Performance-Based Stock Options

3 unchanged sentences

For performance criteria not met, the compensation expense was not recognized and the applicable stock options were forfeited.

The following table summarizes activity of performance based stock options during the years indicated:

The following table summarizes the activity of performance-based stock options through December 31, 2024.

The Company had no performance-based stock options outstanding as of December 31, 2024 or during the year ended December 31, 2025 .

(In thousands except per-share data and remaining contractual term) Number of Shares Weighted Average Aggregate Intrinsic Value

5 unchanged sentences

Outstanding at December 31, 2024 — $ — — $ —

Options Granted — —

Options Exercised — — —

Options Forfeited ( 41 ) 4.34

Outstanding and Exercisable at December 31, 2024 — $ — — $ —

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Market-Based Stock Options

12 unchanged sentences

Outstanding and Exercisable at December 31, 2025 — $ — — $ —

*The aggregate intrinsic values in the table above are based on the Company’s stock price of $ 5.31 , which is the closing price of the Company’s stock on the last day of business for the year ended December 31, 2024 .

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

Restricted Stock Units

6 unchanged sentences

Unvested shares at December 31, 2024 609 $ 1.64

Granted 479 1.52

Vested ( 233 ) 1.70

2 unchanged sentences

Expected to vest as of December 31, 2025 268 $ 1.61

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Market Performance Stock Units

Prior to December 31, 2025 the Company had not granted market performance stock units.

The following table summarizes activity of market performance stock units during the year ended December 31, 2025:

(In thousands except per share fair value) Number of Units Weighted Average Fair Value

Unvested shares at December 31, 2024 — $ —

Granted 1,519 3.44

Forfeited — —

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

Expected to vest as of December 31, 2025 — $ —

Restricted Stock Awards

2 unchanged sentences

Unvested shares at December 31, 2023 167 $ 3.15

Vested ( 16 ) 4

Forfeited — —

3 unchanged sentences

Expected to vest as of December 31, 2025 167 $ 3.15

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

Share-based Compensation

8 unchanged sentences

Total $ 6,067 $ 3,656

In future periods, the Company expects to recognize approximately $ 3.6 million and $ 0.7 million in share-based compensation expense for unvested options and unvested restricted stock units, respectively, that were outstanding as of December 31, 2024.

Future share-based compensation expense will be recognized over 1.9 and 1.7 weighted average years for unvested options and restricted stock units, respectively.

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

As of December 31, 2025, the Company expects to recognize future share-based compensation expense of approximately $ 5.7 million related to unvested stock options, $ 0.2 million for unvested RSUs, and for $ 3.5 million unvested PSUs.

These expenses will be recognized over weighted-average years of approximately 1.7 for options, 1.0 for RSUs, and 3.2 for PSUs.

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

5 unchanged sentences

Furthermore, the Supply Agreement provides for NHSc to pay the Company two separate one-time milestone payments in the low seven figures depending on whether NHSc achieves certain net sales targets in any contract year.

During the years ended December 31, 2024 and December 31, 2023, no royalty or milestone payments were earned.

During the year ended December 31, 2025, the Company earned $ 30,000 in royalties, compared to no royalties during December 31, 2024.

During the years ended December 31, 2025 and 2024, no milestone payments were earned.

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

2 unchanged sentences

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

Revenue recognized from deferred revenue and the corresponding deferred revenue balance for the years indicated is as follows:

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

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

The impact of the updated estimates on revenue recognized from deferred revenue for the years indicated and the corresponding deferred revenue balance for the periods indicated is as follows:

(In thousands) Year Ended December 31, At December 31,

2025 2024 2025 2024

Revenue recognized from deferred revenue $ 732 $ 644

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

Deferred revenue balance $ 2,674 $ 2,579

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

Income before provision for income taxes was as follows:

(In thousands) Year Ended December 31,

Domestic $ 18,218 $ 8,822

Foreign ( 26 ) 33

Total $ 18,192 $ 8,855

The provision for income taxes for the years ended December 31, 2025 and 2024 is summarized as follows:

1 unchanged sentence

(In thousands) 2025 2024

Federal $ — $ —

State $ 810 $ 305

Total $ 810 $ 305

ChromaDex Corporation and Subsidiaries

A reconciliation of the federal statutory rate to the effective tax rate for income under ASU 2023-09 for the year ended December 31, 2025 is summarized as follows:

Year Ended December 31, 2025

(in thousands) Percentage of pretax income

Income tax expense at statutory rate $ 3,820 ( 21.0 ) %

State and local income taxes, net of federal benefit (1)

651 ( 3.6 ) %

Foreign tax effects 6 — %

Tax credits 23 ( 0.1 ) %

Changes in valuation allowances ( 3,262 ) 17.9 %

Equity compensation ( 428 ) 2.3 %

Total income tax provision $ 810 ( 4.5 ) %

(1) State taxes in California made up the majority (greater than 50 percent) of the tax effect in this category.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

A reconciliation of income taxes computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is summarized as follows:

A reconciliation of the federal statutory rate to the effective tax rate for income for the year ended December 31, 2024 is summarized as follows:

Year Ended December 31, 2024

Federal income tax expense at statutory rate ( 21.0 ) % ( 21.0 ) %

State income tax, net of federal benefit ( 5.2 ) ( 5.5 )

(in thousands) Percentage of pretax income

Income tax expense at statutory rate $ 1,852 ( 21.0 ) %

State and local income taxes, net of federal benefit 458 ( 5.2 )

Permanent differences ( 202 ) 2.3

Change in state tax rate 117 ( 1.3 )

Changes of state net operating losses — 0.3

Change in stock options and restricted stock — 12.7

Change in valuation allowance ( 2,111 ) 23.9

1 unchanged sentence

Other ( 13 ) ( 0.5 )

Effective tax rate ( 3.5 ) % 0.0 %

Total income tax provision 305 ( 3.5 ) %

The Company's deferred tax assets and liabilities for the years indicated are summarized below:

10 unchanged sentences

Intangibles 112 102

Unrealized gain and loss 14 —

State bonus depreciation 12 —

State section 174 322 —

Operating leases 162 238

3 unchanged sentences

Deferred tax liabilities:

162(m) limitation ( 835 ) —

Prepaid expenses ( 172 ) ( 386 )

4 unchanged sentences

For the year ended December 31, 2024, the Company maintained a full valuation allowance against the entire deferred income tax balance which resulted in an effective tax rate of 3.5 %.

For the years ended December 31, 2024 and 2023, the Company identified $ 36,750 and $ 106,000 , respectively, in U.S.

For the year ended December 31, 2024, the Company identified $ 36,750 in U.S.

taxable income on global intangible low-taxed income (GILTI).

ChromaDex Corporation and Subsidiaries

For the year ended December 31, 2025, the Company identified no U.S.

taxable income on GILTI.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

2 unchanged sentences

The Company’s federal NOL carryforward of $ 103.6 million generated in tax years beginning after December 31, 2017 may be carried forward indefinitely but the deductibility of such NOL carryforwards in taxable years beginning after December 31, 2017, is limited to 80% of taxable income.

The Company did not pay any federal income taxes for the years ended December 31, 2025 and 2024, respectively.

The Company paid state income taxes of $ 1,024,000 and $ 23,000 for the years ended December 31, 2025 and 2024, respectively.

Section 382 of the Internal Revenue Code of 1986, as amended (the “IRC”), generally imposes an annual limitation on the amount of NOL carryforwards and associated built-in losses that may be used to offset taxable income when a corporation has undergone certain changes in stock ownership.

The Company’s ability to utilize NOL carryforwards and built-in losses may be limited, under this section or otherwise, by the Company’s issuance of common stock or by other changes in stock ownership.

The Company has not performed an analysis of IRC Section 382 recently due to net operating losses, dating back to 2004.

The Company has performed an analysis of IRC Section 382 and concluded that the Company did not undergo an ownership change.

The Company will continue to analyze the potential impact of any additional transactions undertaken upon the utilization of the net operating losses on a go forward basis.

7 unchanged sentences

Line of Credit

On November 12, 2019, the Company entered into a business financing agreement with Western Alliance Bank (Credit Agreement), to establish a formula based revolving credit line.

On December 8, 2023, the Company entered into a fifth amendment to the Credit Agreement.

Pursuant to such amendment, the Credit Agreement provides for a revolving credit line of up to $ 10.0 million subject to the terms and conditions of the agreement, as amended, and extended the maturity date to November 12, 2025.

The amendment also modified the interest rate to be calculated at a floating rate per month equal to (a) the greater of (i) 8.25 % per year (previously 3.25 % per year) or (ii) the Prime Rate published by The Wall Street Journal, or such other rate of interest publicly announced by the Lender as its Prime Rate , plus (b) 1.00 % (previously 1.50 %), plus an additional 5.00 % during any period that an event of default has occurred and is continuing.

In addition, the amendment modified certain financial covenants, including (a) the amount of the Borrowers’ cash maintained at Lender (b) revising how quick ratio is calculated for purposes of the quick ratio covenant, and (c) Borrowers’ minimum liquidity requirements.

On November 18, 2024, the Company entered into a sixth amendment to the Credit Agreement.

The amendment revised a letter of credit sublimit, under which the lender may issue letters of credit on behalf of the Company up to a maximum of $ 3.0 million.

The issuance or renewal fee for letters of credit is 2.00 % per annum of the face amount, with additional fees applicable for amendments, transfers, and cancellations.

The amendment further provided that any letter of credit obligations will be treated as advances for purposes of determining availability under the credit limit.

On November 21, 2024, a letter of credit for approximately $ 2.1 million was issued on behalf of the Company.

See Note 16, Commitments and Contingencies - Royalties for further information.

As of December 31, 2024, the Company had no outstanding debt under this line of credit arrangement.

If the Company draws from the line of credit, the Company’s obligations under the Credit Agreement are secured by a security interest in substantially all of the Company’s current and future personal property assets, including intellectual property.

The Company maintains a revolving credit facility with Western Alliance Bank that provides for borrowings of up to $ 10.0 million, subject to a borrowing base formula and customary terms and conditions.

Borrowings bear interest at a floating rate equal to (a) the greater of (i) 6.00 % per annum or (ii) the Prime Rate (as published by The Wall Street Journal or as otherwise announced by the lender), plus (b) 1.00 %.

During the existence of an event of default, the interest rate increases by an additional 5.00 %.

The facility includes a $ 3.0 million letter of credit sublimit.

Letters of credit are subject to a fee of 2.00 % per annum on the face amount, plus applicable amendment, transfer and cancellation fees, and reduce availability under the revolving credit line.

As of December 31, 2025, approximately $ 2.1 million was outstanding under a letter of credit issued pursuant to the facility.

The facility matures on November 12, 2027.

As of December 31, 2025, the Company had no outstanding borrowings under the revolving credit facility.

If the Company draws from the line of credit, its obligations under the Credit Agreement are secured by a security interest in substantially all of the Company’s current and future personal property assets, including intellectual property.

Any borrowings, interest or other fees or obligations that the Company owes will become due and payable on the maturity date.

The Credit Agreement includes quick ratio financial covenants.

If the Company draws from the line of credit, the Company is also subject to a number of affirmative and restrictive covenants, including covenants regarding delivery of financial statements, the amount of the Company’s cash maintained at Western Alliance Bank, maintenance of inventory, payment of taxes, maintenance of insurance, dispositions of property, business combinations or acquisitions and incurrence of additional indebtedness, among other customary covenants.

As the Company had no borrowings under the line of credit as of December 31, 2024, the Company was in compliance with the covenants of this agreement.

ChromaDex Corporation and Subsidiaries

If the Company draws from the line of credit, the Company would also become subject to the affirmative and restrictive covenants under the Credit Agreement, including those related to financial reporting, maintenance of required cash levels at Western Alliance Bank, payment of taxes and insurance, maintenance of inventory, restrictions on property dispositions, business combinations, and incurrence of additional indebtedness.

As the Company had no borrowings outstanding as of December 31, 2025, these covenants were not applicable.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

5 unchanged sentences

In June 2023, the Company filed a new $ 125 million registration statement on Form S-3 with the SEC, utilizing a “shelf” registration process.

Under this shelf registration process, the Company may sell securities from time to time, including up to $ 47.8 million pursuant to the At Market Issuance Sales Agreement, dated as of June 12, 2020, with B.

Riley FBR, Inc.

and Raymond James & Associates, Inc.

(ATM Facility).

On November 20, 2024, the Company entered into an amendment (the “Amendment”) to the ATM Facility in order to (i) revise the list of sales agents under the program to include Roth Capital Partners, LLC, (ii) remove B.

Riley Securities, Inc.

Riley FBR, Inc.) as sales agent, (iii) update the provisions regarding notice accordingly, and (iv) make other conforming changes.

As a result of the Amendment, Raymond James & Associates, Inc.

and Roth Capital Partners , LLC will continue as the sales agents.

and roth Capital Partners, LLC as sales agents (as amended, the ATM Facility).

As of December 31, 2025, approximately $ 47.8 million remains available under the ATM Facility.

2 unchanged sentences

Joint Venture

On September 30, 2022, Asia Pacific Scientific, Inc., an indirect wholly owned subsidiary of the Company, and Hong Kong (China) Taikuk Group Ltd (Taikuk) entered into a shareholders agreement (the “Shareholders Agreement”) pursuant to which Taikuk had agreed to contribute $ 1.0 million (the “Subscription Price”) in exchange for an 11 % non-voting equity interest in ChromaDex Asia Pacific Ventures Limited, a subsidiary of Asia Pacific Scientific, Inc.

(the “Joint Venture” or “JV”).

Additionally, the Company was to pay $ 1.0 million in cash to Taikuk (the “Taikuk Fee”) upon the closing of the Shareholders Agreement (the “Closing”).

The Company and Taikuk had mutually agreed that no exchange of funds for the Taikuk Fee and Subscription Price was necessary and, accordingly, no cash has or will exchange hands related to these provisions of the Shareholders Agreement.

The articles of association of the JV were amended and restated simultaneously with the Closing.

The purpose of the JV was to commercialize Tru Niagen® and other products containing nicotinamide riboside to be developed by the Company in the ordinary course (the “Products”) in Mainland China and its territories, excluding Hong Kong, Macau and Taiwan (the “Territory”).

The Shareholders Agreement has an initial term of 20 years, unless earlier terminated.

Under the Shareholders Agreement, the Company indirectly owned an 89 % equity interest (and all of the voting interests) in the JV and had the right to elect all three directors of the JV.

Prior to being able to commercialize the Products in the Territory, the JV was to obtain all applicable regulatory approvals, including “Blue Hat” or health food registration with the Peoples Republic of China State Administration for Market Regulation for Products in the name of the Company or its designee (collectively, the “Blue Hat Registration”).

Upon completion of Blue Hat Registration, the Company would make a payment of $ 1.0 million in cash to Taikuk (the “Blue Hat Registration Fee”).

If the Blue Hat Registration was not obtained within 24 months of the Closing (which could have been extended by an additional 12 months upon mutual consent of the parties), the JV had an option to repurchase the 11 % non-voting interest purchased by Taikuk for $ 1 (the “Right of Repurchase”).

The Right of Repurchase functions as a performance vesting condition under ASC 718 and the 11 % non-voting equity interest is accounted for as nonemployee share-based compensation.

The equity interest would have only vested if Blue Hat Registration was achieved, at which time the minority interest would have been recorded.

On September 27, 2024, the Company sent a notification of non-extension to Taikuk providing that the Registration Period was due to expire on October 1, 2024 and that the Company did not elect to extend the Registration Period.

As a result, Blue Hat Registration under the JV is no longer possible, and no amounts related to the Blue Hat Registration Fee or the 11 % non-voting interest have been or will be recognized.

On December 16, 2024, the Company exercised its Right of Repurchase and bought back the 11 % non-voting interest from Taikuk for $ 1 , effectively terminating the Shareholders Agreement and joint venture.

As of December 31, 2024, ChromaDex Asia Pacific Ventures Limited is a wholly owned subsidiary.

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

On September 30, 2022, Asia Pacific Scientific, Inc., an indirect wholly owned subsidiary of the Company, and Hong Kong (China) Taikuk Group Ltd (Taikuk) entered into a shareholders agreement (the “Shareholders Agreement”) to establish a joint venture for the potential commercialization of Tru Niagen® products in Mainland China.

Under the Shareholders Agreement, Taikuk was to receive an 11 % non-voting equity interest in the joint venture upon the achievement of specified regulatory milestones, including obtaining “Blue Hat” registration in China.

The equity interest was subject to performance-based vesting conditions and was accounted for under ASC 718 as nonemployee share-based compensation.

No equity interest vested, and no amounts were recognized in the Company’s consolidated financial statements.

On September 27, 2024, the Company elected not to extend the regulatory registration period.

As a result, the required regulatory approvals were not obtained.

On December 16, 2024, the Company exercised its contractual right to repurchase the 11 % non-voting equity interest for nominal consideration, thereby terminating the shareholders agreement and the joint venture arrangement.

As of December 31, 2024, ChromaDex Asia Pacific Ventures Limited is a wholly owned subsidiary of the Company.

Commitments and Contingencies

Purchase obligations

The Company uses contract manufacturers to provide manufacturing services for its products.

During the normal course of business, in order to manage manufacturing lead times and help ensure adequate supply, the Company enters into agreements with its contract manufacturers that either allow them to procure inventory based on criteria as defined by the Company or that establish the parameters defining the Company’s requirements.

A portion of the Company’s purchase commitments arising from these agreements consist of firm, non-cancelable and unconditional purchase commitments.

In certain instances, these agreements allow the Company the option to cancel, reschedule or adjust the Company’s requirements based on its business needs prior to firm orders being placed.

The Company has an exclusive manufacturing arrangement for the supply of Nicotinamide-beta-Riboside Chloride (NRCL) with W.R.

On July 25, 2025, the Company executed a Sales Agreement (the “Grace Supply Agreement”) with Grace with an effective date of April 1, 2025.

Grace holds patents related to the crystalline form of NR chloride that provide Grace with exclusive manufacturing rights for certain forms of NRCL.

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

The Company is contractually obligated to purchase minimum quantities of NRCL during each year of the agreement term.

The Company provides rolling monthly forecasts of its anticipated purchase requirements for a 24-month period, of which the first 12 months are binding upon Grace’s acceptance.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

Future minimum payments under inventory purchase obligations as of December 31, 2025 are as follows:

1 unchanged sentence

2026 $ 23,408

Patent Assignment Deferred Payment Obligations

Effective December 16, 2025, the Company executed an Assignment Agreement with QUB, pursuant to which all intellectual property rights previously jointly owned with, or licensed from, QUB under the Joint Ownership and Management Agreement (JOMA) and related License Agreement were assigned exclusively to the Company.

Concurrently, the JOMA and License Agreement were terminated, and the Company was legally released from all outstanding royalty and license obligations under those agreements.

In connection with the termination of the prior agreements, previously accrued royalty and license liabilities totalling approximately $ 3.5 million were settled for total consideration of approximately $ 1.5 million.

As a result of this settlement, the Company recognized a gain of approximately $ 2.0 million during the year ended December 31, 2025.

The settlement consideration relates solely to royalty and license obligations incurred prior to termination of the agreements and is separate from the consideration attributable to the acquisition of patent rights.

As part of the consideration for the patent assignment, the Company is obligated to make fixed, unconditional future cash payments through 2037.

The deferred payments are solely attributable to the acquisition of patent rights and are separate from amounts paid to settle previously accrued royalty obligations.

Under the Assignment Agreement, certain payments are denominated in U.S.

dollars but are required to be settled in British pounds sterling (GBP), using the rolling average currency exchange rate for the five calendar years immediately preceding the month in which each payment first becomes due.

As a result, the ultimate GBP amount payable for these obligations is subject to foreign currency exchange fluctuations.

The Company’s payment obligations under the Assignment Agreement consist of (i) recurring annual payments due beginning in 2026 through 2038 and (ii) two fixed, lump‑sum payments due in 2034 and 2037.

These obligations are recorded at present value as of the assignment date, with subsequent accretion recognized as interest expense over the term of the arrangement.

Refer to Note 7, Intangible Assets, Net , for additional information regarding the accounting for the acquired patents and related deferred consideration.

The Company’s payment obligations under the Assignment Agreement, based on the year in which the obligations are incurred, as of December 31, 2025, are as follows:

(In thousands) Payment obligations (1)

Year Denominated in USD Denominated in GBP

2026 $ 500 £ 35

Thereafter (2) 7,000 245

$ 9,500 £ 420

(1) Amounts represent contractual obligations incurred in the periods presented.

Payments are generally due in January of the subsequent year.

Amounts are denominated in the stated currency and have not been translated into U.S.

(2) The “Thereafter” amounts include recurring annual payments due for the years 2031 through 2037, as well as fixed lump-sum payments of $ 1.5 million due in 2034 and $ 2.0 million due in 2037.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

The Company has various licensing agreements with leading research universities and other patent holders, pursuant to which the Company acquired patents related to certain products the Company offers to its customers.

1 unchanged sentence

In addition, the Company is required to pay a range of 1 % to 5 % of sales related to the licensed products under these agreements.

On November 27, 2024, ChromaDex entered into a Supplemental Agreement (the “Supplemental Agreement”) with the Trustees of Dartmouth College (“Dartmouth,” and together with ChromaDex, the “Parties”).

The Supplemental Agreement supplements the exclusive license agreements entered into between the Parties dated July 13, 2012 (as amended and restated as of March 13, 2017 and December 29, 2020, the “2012 Agreement”) and May 16, 2014 (together with the 2012 Agreement, the “Exclusive License Agreements”) pursuant to which ChromaDex received an exclusive license under Dartmouth-owned U.S.

On November 27, 2024, the Company entered into a Supplemental Agreement (the “Supplemental Agreement”) with the Trustees of Dartmouth College (“Dartmouth,” and together with the Company, the “Parties”).

The Supplemental Agreement supplements the exclusive license agreements entered into between the Parties dated July 13, 2012 (as amended and restated as of March 13, 2017 and December 29, 2020, the “2012 Agreement”) and May 16, 2014 (together with the 2012 Agreement, the “Exclusive License Agreements”) pursuant to which the Company received an exclusive license under Dartmouth-owned U.S.

patents (the “Dartmouth Patents”).

Under the Supplemental Agreement, Dartmouth agreed, subject to certain conditions specified in the Supplemental Agreement and the fulfillment of ChromaDex’s obligations under the Agreement, (i) to waive certain accrued but unpaid royalties, license fees, and maintenance expenses owed by ChromaDex under the Exclusive License Agreements, which totaled an aggregate of $ 3.5 million, and (ii) that no additional royalties, license fees, maintenance or other expenses or other payments will be assessed by Dartmouth or payable by the Company to Dartmouth for the Dartmouth Patents after the effective date of the Agreement.

The waiver was contingent upon ChromaDex securing a bond (the “Appeal Bond”) for the amount of the fee judgement, if any, related to the Delaware patent infringement case against Elysium Health, Inc.

Under the Supplemental Agreement, Dartmouth agreed, subject to certain conditions specified in the Supplemental Agreement and the fulfillment of the Company’s obligations under the Agreement, (i) to waive certain accrued but unpaid royalties, license fees, and maintenance expenses owed by the Company under the Exclusive License Agreements, which totaled an aggregate of $ 3.5 million, and (ii) that no additional royalties, license fees, maintenance or other expenses or other payments will be assessed by Dartmouth or payable by the Company to Dartmouth for the Dartmouth Patents after the effective date of the Agreement.

The waiver was contingent upon the Company securing a bond (the “Appeal Bond”) for the amount of the fee judgment, if any, related to the Delaware patent infringement case against Elysium Health, Inc.

filed by the Company and Dartmouth relating to the Dartmouth Patents.

4 unchanged sentences

see Legal Proceedings below.

Excluding the reversed royalties, total royalty expense including license maintenance fees for the years ended December 31, 2024 and 2023 was approximately $ 1.2 million and $ 2.1 million, respectively.

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Excluding the reversed royalties in December 31, 2024, total royalty expense including license maintenance fees for the years ended December 31, 2025 and 2024 was approximately $ 1.2 million for both years.

As of December 31, 2025, future minimum royalties including license maintenance fees for the next five years are as follows:

1 unchanged sentence

L egal proceedings

Food and Drug Administration

On February 3, 2026, Niagen Bioscience Inc.

filed a complaint in the United States District Court for the District of Columbia against the U.S.

Food and Drug Administration (FDA), the U.S.

Department of Health and Human Services, and certain federal officials in their official capacities.

The lawsuit challenges the FDA response letters issued in September 2025 concerning the regulatory status of nicotinamide mononucleotide (NMN) under the Federal Food, Drug, and Cosmetic Act.

The complaint alleges that FDA’s interpretation of the statutory provisions governing dietary supplements is contrary to law and arbitrary and capricious under the Administrative Procedure Act.

The Company seeks declaratory and injunctive relief, including an order vacating the challenged portions of the FDA response letters and enjoining FDA from applying the interpretation at issue.

The complaint does not seek monetary damages.

The Company cannot predict the outcome of this matter.

No accrual has been recorded in the accompanying consolidated financial statements related to this proceeding.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

Elysium Health, LLC

(A) California Action

On December 29, 2016, ChromaDex filed a complaint in the United States District Court for the Central District of California, naming Elysium Health, Inc.

(together with Elysium Health, LLC, “Elysium”) as defendant (Complaint).

On December 29, 2016, Niagen Bioscience commenced litigation against Elysium Health, Inc.

(together with Elysium Health, LLC, “Elysium”) in the United States District Court for the Central District of California.

On January 25, 2017, Elysium filed an answer and counterclaims in response to the Complaint (together with the Complaint, the “California Action”).

Over the course of the California Action, the parties have each filed amended pleadings several times and have each engaged in several rounds of motions to dismiss and one round of motion for judgment on the pleadings with respect to various claims.

Most recently, on November 27, 2018, ChromaDex filed a fifth amended complaint that added an individual, Mark Morris, as a defendant.

Elysium and Morris (Defendants) moved to dismiss on December 21, 2018.

The court denied Defendants’ motion on February 4, 2019.

Defendants filed their answer to ChromaDex’s fifth amended complaint on February 19, 2019.

ChromaDex filed an answer to Elysium’s restated counterclaims on March 5, 2019.

Discovery closed on August 9, 2019.

On August 16, 2019, the parties filed motions for partial summary judgment as to certain claims and counterclaims.

On January 16, 2020, the court granted both parties’ motions for summary judgment in part and denied both in part.

Following the court’s January 16, 2020 order, ChromaDex’s claims asserted in the California Action, among other allegations, were that (i) Elysium breached the Supply Agreement, dated June 26, 2014, by and between ChromaDex and Elysium (pTeroPure® Supply Agreement), (ii) Elysium breached the Supply Agreement, dated February 3, 2014, by and between ChromaDex and Elysium, as amended (“Niagen® Supply Agreement”), (iii) Defendants misappropriated ChromaDex trade secrets, (iv) Morris breached two confidentiality agreements, (v) Morris breached his fiduciary duty to ChromaDex, and (vi) Elysium aided and abetted Morris’s breach of fiduciary duty.

ChromaDex sought damages, interest, and other relief.

Elysium’s claims alleged in the California Action were that (i) ChromaDex breached the Niagen® Supply Agreement, (ii) ChromaDex fraudulently induced Elysium into entering into the Trademark License and Royalty Agreement, dated February 3, 2014, by and between ChromaDex and Elysium (the “License Agreement”), (iv) ChromaDex misused its patent rights, and (v) ChromaDex was unjustly enriched by the royalties Elysium paid pursuant to the License Agreement.

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

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

The jury trial portion of the case commenced on September 21, 2021.

The jury returned a verdict on September 27, 2021.

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

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

On February 10, 2022, the court denied ChromaDex Inc.’s motion for prejudgment interest.

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

On February 18, 2022, ChromaDex and Elysium jointly filed a notice informing the court that ChromaDex had filed in the U.S.

District Court for the Southern District of New York (SDNY Court) a motion to enforce a settlement agreement between ChromaDex and Elysium.

On April 22, 2022, ChromaDex and Elysium jointly filed a notice informing the court that the SDNY Court had granted ChromaDex’s motion to enforce the settlement agreement.

On August 22, 2022, ChromaDex filed a motion for entry of judgment pursuant to Federal Rule of Civil Procedure 54(b) on the basis that the settlement agreement was enforceable and resolved the claims and counterclaims tried to the jury in the California Action.

On September 13, 2022, the court denied ChromaDex, Inc.’s motion for entry of judgment pursuant to Rule 54(b).

On September 28, 2022, ChromaDex, Inc., Elysium, and Mark Morris filed a joint stipulation requesting that the court stay the California Action pending the final resolution of ChromaDex, Inc.’s appeal in the U.S.

Court of Appeals for the Federal Circuit captioned ChromaDex, Inc.

Elysium Health, Inc., No.

2022-1116 (the “Federal Circuit Appeal”).

On September 28, 2022, the court issued an order staying the California Action pending the final resolution of the Federal Circuit Appeal.

The California Action remained stayed until early 2024.

On February 23, 2024, ChromaDex, Elysium, and Mark Morris filed a joint status report and stipulation requesting that the court approve a schedule for briefing concerning the judgment in the California Action.

On February 26, 2024, the court approved the joint stipulation and adopted the parties’ proposed briefing schedule.

On April 26, 2024, ChromaDex filed its motion for entry of final judgment.

On August 13, 2024, the court granted ChromaDex’s motion for entry of final judgment and entered a judgment requiring Elysium to pay to ChromaDex the sum of $ 2,500,000 .

On September 11, 2024, Elysium and Mark Morris filed a notice of appeal.

On September 25, 2024, ChromaDex filed a notice of conditional cross-appeal.

On September 3, 2024, ChromaDex filed with the district court a motion for attorney’s fees, costs, and interest.

On October 8, 2024, the court issued an order granting ChromaDex’s request for interest and denying ChromaDex’s request for attorney’s fees and costs.

In its October 8, 2024 order, the court awarded to ChromaDex pre-judgment interest in the amount of $ 21,768.82 and post-judgment interest accruing at the rate of 4.46 percent per annum until satisfaction of the $ 2,500,000 judgment.

On November 7, 2024, ChromaDex filed a notice of appeal from the court’s order denying ChromaDex’s request for attorney’s fees and costs.

On December 24, 2024, the parties reached a binding settlement agreement (the “Settlement Agreement”) to resolve the California Action, including any outstanding post-judgment matters, as well as each of the above-referenced appeals pending in the U.S.

Court of Appeals for the Ninth Circuit (the “Appeals”).

On December 26, 2024, pursuant to the Settlement Agreement, the parties filed with the district court a joint stipulation to amend the judgment, whereby the parties requested that the court vacate the August 13, 2024 judgment and enter an amended judgment consistent with the terms of the Settlement Agreement.

On December 27, 2024, the court vacated the August 13, 2024 judgment and entered an amended judgment consistent with the terms of the parties’ Settlement Agreement as stated in the parties’ December 26, 2024 joint stipulation.

The claims in the litigation encompassed alleged breaches by each of Elysium and Niagen of a supply agreement between the parties and related disputes.

Over the course of the California Action, the parties each filed amended pleadings several times and each engaged in several rounds of motions to dismiss and one round of motion for judgment on the pleadings with respect to various claims.

On December 24, 2024, the parties reached a binding settlement agreement (the “Settlement Agreement”) to resolve the California Action in full.

On December 27, 2024, the court vacated an earlier judgment in the California Action and entered an amended judgment consistent with the terms of the parties’ Settlement Agreement.

Pursuant to the Settlement Agreement and the December 27, 2024 judgment:

(i) Elysium must pay a total of $ 2,650,000 to ChromaDex to resolve the California Action and the Appeals (the “Settlement Payment”);

(i) Elysium must pay a total of $ 2,650,000 to Niagen Bioscience to resolve the California Action and the Appeals (the “Settlement Payment”);

(ii) the $ 2,650,000 Settlement Payment shall be paid in two equal installments of $ 1,325,000 each, the first of which was to be paid on or before December 31, 2024 (the “First Installment”), and the second of which is to be paid on or before March 31, 2025 (the “Second Installment”);

(iii) if Elysium fails to timely pay either installment of the Settlement Payment, ChromaDex shall be entitled to recover from Elysium reasonable attorney’s fees and interest.

(iii) if Elysium fails to timely pay either installment of the Settlement Payment, Niagen Bioscience shall be entitled to recover from Elysium reasonable attorney’s fees and interest.

The December 27, 2024 judgment also provides that the district court shall retain jurisdiction of the California Action until April 30, 2025 for the purposes of enforcing the terms of the December 27, 2024 judgment and the Settlement Agreement.

On December 27, 2024, ChromaDex received from Elysium payment of the First Installment in the amount of $ 1,325,000 , which ChromaDex recorded as a recovery of credit losses within general and administrative expense in its Consolidated Statements of Operations.

On December 27, 2024, Niagen Bioscience received from Elysium payment of the First Installment in the amount of $ 1,325,000 , which Niagen Bioscience recorded as a recovery of credit losses within general and administrative expense in its Consolidated Statements of Operations.

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

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

On March 28, 2025, the Company received from Elysium payment of the Second Installment in the amount of $ 1,325,000 , which the Company recorded as a recovery of credit losses within general and administrative expense in its Consolidated Statement of Operations.

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

(B) Delaware - Patent Infringement Action

On September 17, 2018, ChromaDex and Trustees of Dartmouth College filed a patent infringement complaint in the United States District Court for the District of Delaware against Elysium Health, Inc.

On September 17, 2018, Niagen Bioscience and Trustees of Dartmouth College filed a patent infringement complaint in the United States District Court for the District of Delaware against Elysium Health, Inc.

The complaint alleges that Elysium’s BASIS® dietary supplement infringes U.S.

8,197,807 (‘807 Patent) and 8,383,086 (‘086 Patent) that comprise compositions containing isolated nicotinamide riboside held by Dartmouth and licensed exclusively to ChromaDex On October 23, 2018, Elysium filed an answer to the complaint.

8,197,807 (‘807 Patent) and 8,383,086 (‘086 Patent) that comprise compositions containing isolated nicotinamide riboside held by Dartmouth and licensed exclusively to Niagen Bioscience.

On October 23, 2018, Elysium filed an answer to the complaint.

The answer asserts various affirmative defenses and denies that Plaintiffs are entitled to any relief.

On November 7, 2018, Elysium filed a motion to stay the patent infringement proceedings pending resolution of (1) the inter partes review of the ‘807 Patent and the ‘086 Patent before the Patent Trial and Appeal Board (PTAB) and (2) the outcome of the litigation in the California Action.

ChromaDex filed an opposition brief on November 21, 2018 detailing the issues with Elysium’s motion to stay.

In particular, ChromaDex argued that given claim 2 of the ‘086 Patent was only included in the PTAB’s inter partes review for procedural reasons the PTAB was unlikely to invalidate claim 2 and therefore litigation in Delaware would continue regardless.

In addition, ChromaDex argued that the litigation in the California Action is unlikely to have a significant effect on the ongoing patent litigation.

After the PTAB released its written decision upholding claim 2 of the ‘086 Patent, proving right ChromaDex’s prediction, ChromaDex informed the Delaware court of the PTAB’s decision on January 17, 2019.

Niagen Bioscience filed an opposition brief on November 21, 2018 detailing the issues with Elysium’s motion to stay.

In particular, Niagen Bioscience argued that given claim 2 of the ‘086 Patent was only included in the PTAB’s inter partes review for procedural reasons the PTAB was unlikely to invalidate claim 2 and therefore litigation in Delaware would continue regardless.

In addition, Niagen Bioscience argued that the litigation in the California Action is unlikely to have a significant effect on the ongoing patent litigation.

After the PTAB released its written decision upholding claim 2 of the ‘086 Patent, proving right Niagen Bioscience’s prediction, Niagen Bioscience informed the Delaware court of the PTAB’s decision on January 17, 2019.

On June 19, 2019, the Delaware court granted in part and denied in part Elysium’s motion, ordering that the case was stayed pending the resolution of Elysium’s patent misuse counterclaim in the California Action.

On November 1, 2019, ChromaDex filed a motion to lift the stay due to changed circumstances in the California Action, among other reasons.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

On November 1, 2019, Niagen Bioscience filed a motion to lift the stay due to changed circumstances in the California Action, among other reasons.

Briefing on the motion was completed on November 22, 2019.

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The joint status report was submitted on January 30, 2020.

On February 4, 2020, the Delaware court issued an order granting ChromaDex’s motion to lift the stay and setting a scheduling conference for March 10, 2020.

On February 4, 2020, the Delaware court issued an order granting Niagen Bioscience’s motion to lift the stay and setting a scheduling conference for March 10, 2020.

On March 19, 2020, the Delaware court entered a scheduling order, which, among other things, set the claim-construction hearing for December 17, 2020 and trial for the week of September 27, 2021.

On April 17, 2020, ChromaDex served infringement contentions.

On April 17, 2020, Niagen Bioscience served infringement contentions.

Elysium filed a Second Amended Answer on July 10, 2020.

On April 24, 2020, ChromaDex moved for leave to amend the complaint to add Healthspan Research, LLC as a plaintiff.

On May 5, 2020, Elysium filed its opposition to ChromaDex’s motion for leave to amend and moved to dismiss ChromaDex for alleged lack of standing.

ChromaDex filed its opposition to Elysium’s motion to dismiss and reply in support of its motion to amend on May 19, 2020.

On April 24, 2020, Niagen Bioscience moved for leave to amend the complaint to add Healthspan Research, LLC as a plaintiff.

On May 5, 2020, Elysium filed its opposition to Niagen Bioscience’s motion for leave to amend and moved to dismiss Niagen Bioscience for alleged lack of standing.

Niagen Bioscience filed its opposition to Elysium’s motion to dismiss and reply in support of its motion to amend on May 19, 2020.

Elysium filed its reply in support of its motion to dismiss on May 26, 2020.

The Court held a hearing on the motion for leave to amend the complaint and Elysium’s motion to dismiss on September 16, 2020.

On December 15, 2020, the Court entered orders (i) granting in part and denying in part Elysium’s motion to dismiss ChromaDex for alleged lack of standing;

and (ii) denying ChromaDex’s motion for leave to amend.

ChromaDex filed a motion for reargument on December 29, 2020.

On December 15, 2020, the Court entered orders (i) granting in part and denying in part Elysium’s motion to dismiss Niagen Bioscience for alleged lack of standing;

and (ii) denying Niagen Bioscience’s motion for leave to amend.

Niagen Bioscience filed a motion for reargument on December 29, 2020.

Elysium filed a response to the motion for reargument on January 28, 2021.

ChromaDex filed a motion for leave to file a reply on February 8, 2021.

Niagen Bioscience filed a motion for leave to file a reply on February 8, 2021.

Elysium filed a response to the motion for leave to file a reply on February 12, 2021.

ChromaDex filed a reply to the motion for leave to file a reply on February 19, 2021.

Niagen Bioscience filed a reply to the motion for leave to file a reply on February 19, 2021.

The Court granted the motion for leave to file the reply on April 26, 2021, and denied the motion for reargument on April 27, 2021.

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On September 21, 2021, the Court granted Elysium’s motion for summary judgment that the claims of the ‘807 and ‘086 patents are invalid based on patent-ineligible subject matter.

ChromaDex filed a notice of appeal on November 2, 2021.

ChromaDex’s opening brief was filed on February 2, 2022.

Niagen Bioscience filed a notice of appeal on November 2, 2021.

Niagen Bioscience’s opening brief was filed on February 2, 2022.

Elysium’s response brief was filed on April 11, 2022.

ChromaDex’s reply brief was filed on May 9, 2022.

Niagen Bioscience’s reply brief was filed on May 9, 2022.

Oral argument occurred on December 6, 2022.

On February 13, 2023, the court of appeals issued a decision affirming the district court’s decision.

On March 15, 2023, ChromaDex filed a petition for a panel rehearing and/or rehearing en banc.

On March 15, 2023, Niagen Bioscience filed a petition for a panel rehearing and/or rehearing en banc.

On April 10, 2023, the court of appeals invited Elysium to file a response to the petition and on April 24, 2023, Elysium filed a response to the petition.

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On June 16, 2023, Elysium filed a bill of costs and a motion for attorneys’ fees and costs.

On June 30, 2023, ChromaDex filed objections to Elysium’s bill of costs.

On July 21, 2023, ChromaDex filed a response to Elysium’s motion for attorneys’ fees and costs.

On July 28, 2023, ChromaDex filed an application for an extension of time to September 7, 2023 to file a petition for writ of certiorari .

On August 1, 2023, the Supreme Court granted the requested

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

On June 30, 2023, Niagen Bioscience filed objections to Elysium’s bill of costs.

On July 21, 2023, Niagen Bioscience filed a response to Elysium’s motion for attorneys’ fees and costs.

On July 28, 2023, Niagen Bioscience filed an application for an extension of time to September 7, 2023 to file a petition for writ of certiorari.

On August 1, 2023, the Supreme Court granted the requested extension.

On August 14, 2023, Elysium filed a reply in support of its motion for attorneys’ fees and costs.

On September 7, 2023, ChromaDex filed a petition for writ of certiorari .

On September 7, 2023, Niagen Bioscience filed a petition for writ of certiorari.

On October 16, 2023, the Supreme Court denied the petition.

2 unchanged sentences

On May 23, 2024, Elysium filed its opening brief.

On June 6, 2024, ChromaDex filed its response brief.

On June 6, 2024, Niagen Bioscience filed its response brief.

On June 13, 2024, Elysium filed its reply brief.

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

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

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

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

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

On December 6, 2024, the Court granted the motion.

On November 25, 2024, ChromaDex appealed the final judgment to the U.S.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

On November 25, 2024, Niagen Bioscience appealed the final judgment to the U.S.

Court of Appeals for the Federal Circuit.

On February 26, 2025, ChromaDex filed its opening appeal brief.

Elysium’s response brief is currently due on April 7, 2025.

On February 26, 2025, Niagen Bioscience filed its opening appeal brief.

Elysium filed its response brief on March 21, 2025.

Niagen Bioscience filed its reply brief on April 25, 2025.

The Federal Circuit has not yet scheduled oral argument.

In connection with the Court's current ruling and the Company’s filed appeal, management has assessed that it is reasonably possible a contingent liability will be incurred.

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The Company believes the Court abused its discretion in granting the award.

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

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

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

Contingencies

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

In December 2025, a retail partner in Asia initiated a recall and withdrawal from sale of certain units of the Company’s Tru Niagen Immune Daily Defense product in Hong Kong and Singapore, asserting that the product contained more than the label claimed amount of 1,000 I.U.

of Vitamin D3 and therefore did not comply with applicable local regulatory requirements.

In February 2026, the retail partner alleged that the Company breached certain supply agreements in connection with this matter and indicated that it is in the process of quantifying alleged losses and damages.

The Company believes it has complied with its contractual obligations and applicable regulatory requirements and intends to defend itself vigorously.

At this time, the Company believes that a loss is reasonably possible;

however, the amount or range of any potential loss cannot be reasonably estimated.

Employee Retention Tax Credit

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

The ERTC was subsequently amended by the Taxpayer Certainty and Disaster Tax Relief Act of 2020, the Consolidated Appropriation Act of 2021, and the American Rescue Plan Act of 2021, all of which amended and extended the ERTC availability and guidelines under the CARES Act.

During the third quarter of 2022, the Company evaluated its eligibility for the ERTC and is eligible to claim a refundable tax credit against the employer share of Social Security taxes equal to fifty percent (50%) of the qualified wages paid to employees between March 27, 2020 and December 31, 2020 and seventy percent (70%) of the qualified wages paid to employees between January 1, 2021 and September 30, 2021.

For fiscal year 2020, qualified wages are limited to $10,000 annually per employee for a maximum allowable ERTC per employee of $5,000 annually and qualified wages are limited to $10,000 per calendar quarter in 2021 for a maximum allowable ERTC per employee of $7,000 for each calendar quarter in 2021.

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

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

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

During the year ended December 31, 2023, the Company collected $ 0.9 million related to the ERTC.

No amounts related to the ERTC were collected during the year ended December 31, 2024.

As of December 31, 2024, the Company's Consolidated Balance Sheets include an ERTC benefit of $ 0.9 million and associated commissions payable of $ 0.1 million recorded within prepaid expenses and other current assets and accrued expenses, respectively.

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

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

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

Subsequent Events

Amendment to Amended and Restated Executive Employment Agreement

On February 25, 2025, the Company and Robert Fried, the Chief Executive Officer of the Company and a member of the Company’s Board of Directors (the “Board”), entered into an amendment (the “Amendment”) to the Amended and Restated Executive Employment Agreement, dated June 22, 2018, by and between the Company and Mr.

Fried (the “Employment Agreement”).

The Amendment provides that (i) effective January 1, 2025, Mr.

Fried will be entitled to receive a base salary of $ 650,000 , and (ii) commencing with fiscal year 2025, Mr.

Fried’s target performance bonus opportunity will be 75 % of his base salary.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.17 to this Annual Report on Form 10-K.

Grant of Performance Stock Units

On February 25, 2025, the Board of Directors, following the recommendation of its Compensation Committee, approved the grant of 1,518,600 performance stock units ("PSUs") to the Company's Chief Executive Officer under the 2017 Equity Incentive Plan.

The PSUs vest based on the achievement of specified stock price performance thresholds over a seven-year period, with vesting occurring in increments upon acheiving and maintaining target volume-weighted average prices for a minimum period.

Any unvested PSUs will be forfeited at the end of the performance period, and vested shares will be subject to transfer restrictions.

In the event of a Change in Control (as defined in the PSU Award Agreement) or certain termination scenarios, modified vesting terms may apply.

The foregoing summary of the PSUs does not purport to be complete and is qualified in its entirety by reference to the full text of the PSU Award Agreement, a copy of which is attached as Exhibit 10.18 to this Annual Report on Form 10-K.

No amounts related to the ERTC were collected during the year ended December 31, 2024, and approximately $ 0.7 million was collected during the year ended December 31, 2025.

On November 20, 2025 the Company received an IRS Letter 106C - Claim of Partial Disallowance, relating to its ERTC claim for the quarter ended June 30, 2021.

As a result of the partial disallowance, the Company reassessed its remaining ERTC receivable and determined that approximately $ 0.2 million of the previously recorded ERTC benefit was no longer realizable.

Accordingly, the Company reversed the related prepaid and other assets and associated accrued expenses.

As of December 31, 2025, no amounts related to an ERTC benefit or related commissions payable were remaining in the Company's Consolidated Balance Sheets.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

On October 8, 2024, Marcum LLP (“Marcum”), the Company’s former independent registered public accounting firm, notified the Company of its resignation from its role as the Company’s independent registered public accounting firm, effective October 31, 2024.

On December 13, 2024, the Company engaged Crowe LLP as its new independent registered public accounting firm.

These changes were previously disclosed in the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on October 11, 2024 and December 16, 2024, respectively.

The disclosures in those reports include the details required by Item 304 of Regulation S-K, including the absence of any (i) disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure or (ii) or reportable events, each as defined in Item 304(a)(1)(iv) of Regulation S-K.

A copy of Marcum's letter addressed to the SEC was filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on October 11, 2024.

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 8. Financial Statements and Supplementary Data