Niagen Bioscience, Inc. 10-K

Item 8. Financial Statements and Supplementary Data Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 173 ) 48 Consolidated Balance Sheets at December 31, 2025 and December 31, 2024 49 Consolidated Statements of Operations for the Years Ended December 31, 2025 and December 31, 2024 50 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025 and December 31, 2024 51 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and December 31, 2024 52 Notes to Consolidated Financial Statements 53 47 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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 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 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 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 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 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 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 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/ Crowe LLP Crowe LLP We have served as the Company’s auditor since 2024. Costa Mesa, California March 4, 2026 48 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Consolidated Balance Sheets (In thousands, except par values) December 31, 2025 2024 Assets Current assets Cash and cash equivalents, including restricted cash of $ 152 for both periods presented $ 64,788 $ 44,660 Trade receivables, net of allowances of $ 147 and $ 95 , respectively 9,741 7,768 Inventories 20,424 9,192 Assets held for sale 541 — Prepaid expenses and other assets 1,312 2,482 Total current assets 96,806 64,102 Leasehold improvements and equipment, net 1,323 1,719 Intangible assets, net 5,660 359 Right-of-use assets 2,192 1,730 Other long-term assets 425 368 Total assets $ 106,406 $ 68,278 Liabilities and Stockholders' Equity Current liabilities Accounts payable $ 10,796 $ 8,526 Accrued expenses 7,722 7,817 Current maturities of operating lease obligations 1,002 982 Current maturities of finance lease obligations — 12 Customer deposits 399 611 Total current liabilities 19,919 17,948 Deferred revenue 2,674 2,579 Operating lease obligations, less current maturities 1,815 1,657 Deferred consideration liability 5,465 — Total liabilities 29,873 22,184 Commitments and Contingencies (Notes 9 and 15) Stockholders' Equity Common stock, $ 0.001 par value; authorized 150,000 shares; 79,714 shares and 77,330 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively. 79 77 Additional paid-in capital 240,991 227,931 Accumulated deficit ( 164,528 ) ( 181,910 ) Cumulative translation adjustments ( 9 ) ( 4 ) Total stockholders' equity 76,533 46,094 Total liabilities and stockholders' equity $ 106,406 $ 68,278 See accompanying notes to consolidated financial statements. 49 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Consolidated Statements of Operations (In thousands, except per share data) Year Ended December 31, 2025 2024 Sales, net $ 129,423 $ 99,597 Cost of sales 46,234 38,011 Gross profit 83,189 61,586 Operating expenses (income): Sales and marketing 35,506 29,469 Research and development 6,330 6,016 General and administrative 27,057 18,375 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 $ 17,382 $ 8,550 Net income per share attributable to common stockholders: Basic $ 0.22 $ 0.11 Diluted $ 0.20 $ 0.11 Weighted average common shares outstanding: Basic 79,178 75,929 Diluted 85,436 78,125 See accompanying notes to consolidated financial statements. 50 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Consolidated Statements of Stockholders’ Equity (In thousands) Common Stock Additional Paid-in Capital Accumulated Deficit Cumulative Translation Adjustments Total Stockholders' Equity Shares Amount Balance, January 1, 2024 74,981 $ 75 $ 218,845 $ ( 190,460 ) $ ( 4 ) $ 28,456 Issuance of restricted stock 271 — — — — — Exercise of stock options 2,053 2 5,430 — — 5,432 Share-based compensation 25 — 3,656 — — 3,656 Net income — — — 8,550 — 8,550 Balance, December 31, 2024 77,330 $ 77 $ 227,931 $ ( 181,910 ) $ ( 4 ) $ 46,094 Issuance of restricted stock 233 — — — — — Exercise of stock options 2,187 2 7,244 — — 7,246 Share-based compensation — — 6,067 — — 6,067 Translation adjustment — — — — ( 5 ) ( 5 ) Common stock repurchase ( 36 ) — ( 251 ) — — ( 251 ) Net income — — — 17,382 — 17,382 Balance, December 31, 2025 79,714 $ 79 $ 240,991 $ ( 164,528 ) $ ( 9 ) $ 76,533 See accompanying notes to consolidated financial statements. 51 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Consolidated Statements of Cash Flows (In thousands) Year Ended December 31, 2025 2024 Cash Flows From 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 Amortization of intangibles 173 151 Noncash lease expense 665 670 Share-based compensation expense 6,067 3,656 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 ) Gain on settlement of royalty obligation ( 1,983 ) — Interest accretion on deferred consideration 38 — Non-cash financing costs 59 80 Changes in operating assets and liabilities: Trade receivables ( 756 ) ( 1,279 ) Inventories ( 11,635 ) 5,333 Implementation costs for cloud computing arrangement ( 66 ) ( 83 ) Prepaid expenses and other assets 1,121 ( 45 ) Accounts payable 2,270 ( 1,067 ) Accrued expenses 1,841 1,206 Deferred revenue 95 ( 732 ) Customer deposits and other ( 217 ) 416 Operating lease liabilities ( 949 ) ( 615 ) Net cash provided by operating activities 13,504 12,109 Cash Flows From Investing Activities Purchases of leasehold improvements and equipment ( 292 ) ( 163 ) Proceeds from the sale of leasehold improvements and equipment, net — 20 Net cash used in investing activities ( 292 ) ( 143 ) Cash Flows From Financing Activities 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 financing activities 6,916 5,369 Net increase in cash and cash equivalents 20,128 17,335 Cash and cash equivalents, including restricted cash of $ 152 for both periods - beginning of year 44,660 27,325 Cash and cash equivalents, including restricted cash of $ 152 for both periods - end of year $ 64,788 $ 44,660 Supplemental Disclosures of Cash Flow Information Cash payments for interest on finance leases $ 1 $ 1 Cash payments for principal on operating lease liabilities $ 873 $ 600 Supplemental Schedule of Noncash Operating Activity 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. 52 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Notes to the Consolidated Financial Statements Note 1. Nature of Business 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. 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®. 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. 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. Note 2. Summary of Significant Accounting Policies Basis of Presentation: The financial statements and accompanying notes have been prepared on a consolidated basis and reflect the consolidated financial position of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated from these financial statements. Use of Accounting Estimates : The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Revenue Recognition : The Company recognizes sales and the related cost of sales when the performance obligations are satisfied. The performance obligations are typically satisfied upon shipment of physical goods or as the services are performed over time. In addition to the satisfaction of the performance obligations, the following conditions are required for revenue recognition: an arrangement exists, there is a fixed price, and collectability is reasonably assured. Discounts, returns and allowances related to sales, including an estimated reserve for the returns and allowances, are recorded as reduction of revenue. Whenever the Company determines that goods or services promised in a contract should be accounted for as a combined performance obligation over time, the Company determines the period over which the performance obligations will be performed and revenue will be recognized. If the Company determines that the performance obligation is satisfied over time, any upfront payment received is initially recorded as deferred revenue on its consolidated balance sheets. Revenue is then recognized utilizing the output method based on an estimated rate to allocate the transaction price for this performance obligation as products are supplied over the duration of the contract. Certain judgments affect the application of the Company’s revenue recognition policy. For example, when utilizing the output method, the Company estimates total delivery volume based on the Company’s current operating plan, forecast inputs for expected purchases received from the customer, minimum purchase commitments by the customer and historical experience with similar customer contracts. Accordingly, the Company may recognize a different amount of deferred revenue over the next 12-month period if the Company’s plan changes in the future or if the customer informs the Company of changes to their expected purchases. As of December 31, 2025 and 2024, the Company held deferred revenue balances of $ 2.7 million and $ 2.6 million, respectively. 53 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Notes to the Consolidated Financial Statements Net sales include revenue generated from shipping and handling charges billed to customers. The costs directly associated with shipping and handling are integrated as a component of cost of goods sold. Shipping and handling fees billed to customers and included in net sales for the years indicated are as follows: Year Ended December 31, (In thousands) 2025 2024 Shipping and handling fees billed $ 840 $ 642 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. Cash, Cash Equivalents and Restricted Cash : All highly liquid interest-bearing investments with short terms are classified as cash equivalents. The Company’s investments primarily include investments in money market funds managed by banks. The carrying value of these cash equivalents approximate their fair value. As of December 31, 2025 and 2024, the Company had cash equivalents of $ 54.4 million and $ 37.3 million, respectively, concentrated in money market funds. The Company classifies cash as restricted when its withdrawal or usage is constrained for a period exceeding three months. As of December 31, 2025 and 2024, $ 152,000 of cash was classified as restricted, serving as collateral for letters of credit related to the Company’s office space in Los Angeles, California. The lease for the Los Angeles, California office currently expires in March 2027. Trade Receivables, net : Trade receivables are stated at their net realizable value, net of a sales allowance, an allowance for doubtful trade receivables and expected credit losses. Credit is extended to customers based on an evaluation of their financial condition and other factors. The Company establishes a sales allowance at the time of revenue recognition based on its history of adjustments and credits provided to customers. In determining the necessary allowance for doubtful trade receivables, the Company considers the current aging and financial condition of its customers, the amount of trade receivables in dispute, and current payment patterns. Trade receivables are written off against the allowance when management determines a balance is uncollectible and the Company no longer actively pursues collection of the receivable. Expected credit losses are estimated based upon historical information, current conditions and reasonable and supportable forecasts. Credit Risk : Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash and cash equivalents and trade receivables. Cash and cash equivalents, consist of bank deposits and money market funds managed by banks . The Company maintains several bank accounts for its operations primarily at three financial institutions in the U.S. and one financial institution in Hong Kong. The Company’s U.S. bank accounts are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 at each institution. 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. All uninsured bank deposits are held at high quality credit institutions and management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions. The Company’s trade receivables are derived from sales to its customers. The Company assesses credit risk of its customers through quantitative and qualitative analysis. From this analysis, the Company establishes credit limits and manages the risk exposure. The Company, however, may from time-to-time incur credit losses due to bankruptcy or other failures from its customers to pay. Inventories : Inventories are comprised of work-in-process and finished goods. Inventories are stated at the lower of cost, determined by the first-in, first-out method, or net realizable value. The inventory on the balance sheet is recorded net of valuation allowances. 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 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. The reduction of the carrying value for slow-moving and obsolete inventory is based on current estimates of future product demand, market conditions and related management judgment. 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. 54 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Notes to the Consolidated Financial Statements Leasehold Improvements and Equipment, net : Leasehold improvements and equipment are comprised of leasehold improvements, laboratory equipment, furniture and fixtures, computer equipment, construction in progress and implementations costs for cloud computing arrangements. Leasehold improvements and equipment are carried at cost and depreciated on the straight-line method over the lesser of the estimated useful life of each asset or lease term. Implementation costs related to a cloud computing arrangement are deferred or expensed as incurred, in accordance with the Accounting Standards Update (ASU) 2018-15. Depreciation on equipment under finance lease is included with depreciation on owned assets. Maintenance and repairs are charged to operating expenses as incurred. Improvements and betterments, which extend the lives of the assets, are capitalized. Intangible assets : Intangible assets include licensing rights and are accounted for based on the fair value of consideration given or the fair value of the net assets acquired, whichever is more reliable. 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 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. Long-lived assets are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. If the forecast of undiscounted future cash flows is less than the carrying amount of the assets, an impairment charge would be recognized to reduce the carrying value of the assets to fair value. If a possible impairment is identified, the asset group’s fair value is measured relying primarily on a discounted cash flow methodology. No assets were impaired during the years ended December 31, 2025 and December 31, 2024. Customer Deposits : Customer deposits represent cash received from customers in advance of product shipment or delivery of services. Income Taxes : Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company has not recorded a reserve for any tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company files tax returns in all appropriate jurisdictions, which include a U.S. federal tax return and various state tax returns. Open tax years for these jurisdictions are 2022 to 2025, which statutes expire in 2026 to 2029, respectively. 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. 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 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. Advertising: The Company expenses the production costs of advertising the first time the advertising takes place. Advertising expense for the years ended December 31, 2025 and 2024 was approximately $ 12.7 million and $ 11.1 million, respectively, recorded within sales and marketing in the Company’s Consolidated Statements of Operations. Share-based Compensation : The Company grants equity awards to recipients through its 2017 Equity Incentive Plan, as amended (the “2017 Plan”), which was approved by stockholders and the Board of Directors. Under the 2017 Plan, the Board of Directors may grant restricted stock or stock options to employees and non-employees. The accounting treatment for share-based payments to employees and non-employees is substantially equivalent. The Company accounts for all share-based compensation costs under the fair value method. 55 Table of Contents 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. For the expected term, the Company uses SEC Staff Accounting Bulletin No. 107 simplified method for “plain vanilla” options with following characteristics: (i) the share options are granted price on the grant date; (ii) exercisability is conditional on performing service through the vesting date on most options; (iii) if an employee terminates service prior to vesting, the employee would forfeit the share options; (iv) if an employee terminates service after vesting, the employee would have 30 to 90 days to exercise the share options; and (v) the share options are nontransferable and non-hedgeable. The volatility assumption is based on the historical volatility of the Company’s common stock with an equivalent remaining expected term. The dividend yield assumption is based on the Company’s history and expectation of future dividend payouts on the common stock. The risk-free interest rate is based on the implied yield available on U.S. treasury zero-coupon issues with an equivalent remaining expected term. Market conditions that affect vesting of stock options are considered in the grant-date fair value. The issues surrounding the valuation for such awards can be complex and consideration needs to be given for how the market condition should be incorporated into the valuation of the award. The Company considers using other valuation techniques, such as Monte Carlo simulations based on a lattice approach, to value awards with market conditions. 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. 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. For stock options that have both service and performance conditions, the Company recognizes compensation expense using the graded attribution method. 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. Fair Value Measurement: The Company follows the provisions of the accounting standard which defines fair value, establishes a framework for measuring fair value and enhances fair value measurement disclosure. Fair value measurements are based on a three-tier hierarchy that prioritizes the use of observable inputs and minimizes the use on unobservable inputs. These tiers include: Level 1, defined as observable inputs such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. The fair value hierarchy gives the highest priority to Level 1 inputs and lowest priority to Level 3 inputs. As of December 31, 2025 and 2024, the Company did not have any Level 2 or Level 3 assets or liabilities. Financial instruments : The estimated fair value of financial instruments has been determined based on the Company’s assessment of available market information and appropriate valuation methodologies. The fair value of the Company’s financial instruments that are included in current assets and current liabilities approximates their carrying value due to their short-term nature. The carrying amounts reported in the balance sheet for finance lease obligations are present values of the obligations, excluding the interest portion. Loss and Gain Contingencies: The Company is periodically involved in routine litigation. As of the date the financial statements are issued, certain unresolved litigation matters may result in a loss or gain, depending on the occurrence or non-occurrence of future events. Management and legal counsel evaluate these matters to assess potential contingent liabilities and contingent gains. Loss Contingencies - The Company continuously reviews pending litigation matters and assesses whether developments require updates to prior disclosures or previously recognized liabilities. If it is probable that a material loss has been incurred and the amount can be reasonably estimated, the Company accrues the estimated liability in its financial statements. If a potential material loss is reasonably possible but not probable, or if it is probable but cannot be reasonably estimated, the Company discloses the nature of the contingency and, if determinable and material, an estimate of the possible loss range. Assessing the likelihood and amount of potential losses requires significant judgment. If actual outcomes exceed management’s estimates, the Company’s financial condition and results of operations could be materially adversely affected. Gain Contingencies - Potential litigation settlement gains are considered gain contingencies and are not recognized in the financial statements until they are realized. A gain is considered realized when the Company receives cash or readily convertible assets. For further information on litigation matters, see Note 15, Commitments and Contingencies — Legal Proceedings . 56 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Notes to the Consolidated Financial Statements Recent Accounting Standards Adopted by the Company: 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. 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 Accounting Standards Codification (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. The effective date for each amended topic in the ASC is either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or on June 30, 2027, if the SEC has not removed the requirements by that date. Early adoption is prohibited. The Company is currently evaluating the impact that the adoption of ASU 2023-06 may have on its consolidated financial statements and disclosures. In November 2024, the FASB issued ASU 2024-03, “Income Statement (Topic 220): Reporting Comprehensive Income - Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses." ASU 2024-03 requires public companies to disclose additional information about certain expense categories, including purchases of inventory, employee compensation, depreciation, amortization, and depletion, in both interim and annual financial statements. The amendments in this ASU will be effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. The Company is currently evaluating the impact of this standard. In July 2025, the FASB issued ASU 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. This standard introduces a practical expedient, and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued or made available for issuance. We are currently evaluating the impact of this standard and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements and accompanying notes. In September 2025, the FASB issued ASU 2025-06, “Intangibles-Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software,” which amends the guidance in ASC 350-40. The amendment modernizes the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and requiring capitalization of software costs once a project is authorized, funded, and deemed probable to complete, with an added focus on evaluating any significant development uncertainty. The new standard is effective for annual reporting periods beginning after December 15, 2027 and interim periods within those annual reporting periods, and early adoption is permitted. We are currently evaluating the impact of this standard and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements and accompanying notes. 57 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Notes to the Consolidated Financial Statements 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. Note 3. 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 Numerator: Net income 17,382 8,550 Denominator: Weighted average common shares outstanding for basic earnings per share (1) 79,178 75,929 Plus: incremental shares from assumed exercise of options and assumed vesting of restricted stock (2) 6,258 2,196 Adjusted weighted average common shares outstanding for diluted earnings per share 85,436 78,125 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, (In thousands) 2025 2024 Stock options 1,682 4,087 58 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Notes to the Consolidated Financial Statements Note 4. Business Segments and Concentrations 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; • Ingredients segment : develops and commercializes proprietary-based 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; • Analytical Reference Standards and Services segment: offers the supply of phytochemical reference standards and other research and development services; and • 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 that are not allocated to the Company’s reportable segments. The following tables set forth financial information by segment: Year Ended December 31, 2025 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Pharmaceuticals segment Corporate and other Total (In thousands) Net sales $ 97,672 $ 28,675 $ 3,076 $ — $ — $ 129,423 Cost of sales 32,784 11,119 2,331 — — 46,234 Gross profit 64,888 17,556 745 — — 83,189 Operating expenses: Sales and marketing: Advertising 12,655 — — — — 12,655 Marketing 11,490 102 2 — — 11,594 Selling 10,766 144 347 — — 11,257 Research and development 3,166 930 — 2,234 — 6,330 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 59 Table of Contents 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) Net sales $ 76,772 $ 19,814 $ 3,011 $ — $ — $ 99,597 Cost of sales 27,478 7,808 2,725 — — 38,011 Gross profit 49,294 12,006 286 — — 61,586 Operating expenses: Sales and marketing: Advertising 11,102 — — — — 11,102 Marketing 8,346 195 4 — — 8,545 Selling 9,285 40 497 — — 9,822 Research and development 3,384 873 — 1,759 — 6,016 General and administrative — — — — 18,375 18,375 Operating expenses 32,117 1,108 501 1,759 18,375 53,860 Operating income (loss) $ 17,177 $ 10,898 $ ( 215 ) $ ( 1,759 ) $ ( 18,375 ) $ 7,726 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: Year Ended December 31, 2025 Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total (In thousands) Tru Niagen®, Consumer Product $ 97,672 $ — $ — $ 97,672 Food-grade Niagen® — 24,110 — 24,110 Pharmaceutical-grade Niagen® — 3,784 — 3,784 Subtotal Niagen® Related 97,672 27,894 — 125,566 Other Ingredients — 781 — 781 Reference Standards — — 3,003 3,003 Consulting and Other — — 73 73 Subtotal Other Goods and Services — 781 3,076 3,857 Total Net Sales $ 97,672 $ 28,675 $ 3,076 $ 129,423 60 Table of Contents 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 Total (In thousands) Tru Niagen®, Consumer Product $ 76,772 $ — $ — $ 76,772 Food-grade Niagen® — 17,540 — 17,540 Pharmaceutical-grade Niagen® — 1,700 — 1,700 Subtotal Niagen® Related 76,772 19,240 — 96,012 Other Ingredients — 574 — 574 Reference Standards — — 2,891 2,891 Consulting and Other — — 120 120 Subtotal Other Goods and Services — 574 3,011 3,585 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. 61 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Notes to the Consolidated Financial Statements Geographical Concentrations Net sales from international sources The Company's net sales are predominantly generated in the United States, however, international sources collectively represent more than 10% of both total net sales and net sales for each business segment. These international sources span across Europe, North America, South America, Asia, and Oceania. Net sales from international sources detailed by each business segment are as follows: Year Ended December 31, (In millions) 2025 2024 Consumer Products Segment $ 20.2 $ 19.8 Ingredients Segment 6.7 $ 3.6 Analytical Reference Standards and Services Segment 0.9 $ 0.9 Total net sales from international sources $ 27.8 $ 24.3 Long-lived assets The Company’s long-lived assets are located within the United States. Concentrations of Major Customers and Vendors Disclosure of major customers 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, Major Customers 2024 A.S. Watson Group (1) 12.5 % 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 trade receivables, net as of the periods indicated were as follows: As of December 31, Major Customers 2025 2024 A.S. Watson Group (1) 23.0 % 47.6 % 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 prior year. See Note 5, Related Party Transactions for further details. 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. 62 Table of Contents 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. The Company has determined that the current concentration is primarily due to the timing of purchases, and the Company does not consider the concentration of its trade receivables to be a significant risk. Nevertheless, to ensure prudence and safeguard against potential challenges arising from this concentration, the Company remains vigilant in monitoring the creditworthiness and payment behavior of these major customers. Furthermore, the Company continues to pursue new partnerships and business opportunities which helps to diversify its customer base and minimize the risk of an overreliance on any particular trade receivable. 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. Disclosure of major vendor The Company’s major vendor who accounted for more than 10% of the Company’s total accounts payable is as follows: Major Vendor As of December 31, 2025 2024 W.R. Grace & Co. - Conn 43.5 % 47.2 % The Company has an exclusive manufacturing arrangement for the supply of Nicotinamide-beta-Riboside Chloride (NRCL) with W.R. Grace & Co. -Conn. (Grace). 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. Risk Factors of this Annual Report on Form 10-K, "We rely on a single supplier, W.R. Grace, for NRC and a limited number of third-party suppliers for the raw materials required to produce our products." Note 5. Related Party Transactions Prior to August 20, 2024, A.S. 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. 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, 2025 2024 A.S. 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. 63 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Notes to the Consolidated Financial Statements Note 6. Inventories The Company's major classes of inventory and corresponding balances as of the periods indicated are as follows: As of December 31, (In thousands) 2025 2024 Consumer Products - Finished goods $ 9,860 $ 5,811 Consumer Products - Work-in-process 3,094 2,130 Bulk ingredients 7,470 757 Reference standards (1) — 494 Inventories $ 20,424 $ 9,192 (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. Note 7. 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: As of December 31, (In thousands, except years) Weighted Average Life (Years) 2025 2024 Healthspan Research LLC Acquisition 10 $ 1,346 $ 1,346 License agreements and other 10 6,370 1,013 Less: Accumulated amortization ( 2,056 ) ( 2,000 ) Intangible assets, net $ 5,660 $ 359 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, 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 . 64 Table of Contents 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) 2026 $ 698 2027 590 2028 560 2029 549 2030 549 Thereafter 2,714 $ 5,660 Note 8. Leasehold Improvements and Equipment, Net Leasehold improvements and equipment as of the periods indicated consisted of the following: As of December 31, (In thousands) 2025 2024 Laboratory equipment (1) $ 2,463 $ 3,076 Leasehold improvements 2,209 2,209 Computer equipment 694 574 Implementation costs - cloud computing arrangements 1,284 1,218 Furniture and fixtures 382 320 Construction in progress 45 86 7,077 7,483 Less: Accumulated depreciation (1) ( 5,754 ) ( 5,764 ) 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. Depreciation is computed using the straight-line method over the estimated useful lives of the depreciable assets (ranging from three to ten years ). Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the remaining lease term. 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. Note 9. Leases Operating Leases The Company leases office space facilities and a research and development laboratory under non-cancelable operating leases with varying expirations extending through fiscal year 2029. 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. 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. 65 Table of Contents 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. The components of operating lease expense for the years indicated are as follows: Year Ended December 31, (In thousands) 2025 2024 Operating leases Operating lease expense $ 897 $ 886 Variable lease expense (1) 415 411 Operating lease expense 1,312 1,297 Short-term lease rent expense 18 17 Total expense $ 1,330 $ 1,314 1) Variable lease costs, including property taxes and insurance and common area maintenance fees, are classified in cost of services in the Company's Consolidated Statements of Operations. As of December 31, 2025, the weighted average remaining lease term for operating leases is 3.4 years and the weighted average discount rate used to determine the operating lease liabilities is 7.7 %. Future minimum lease payments under operating leases as of December 31, 2025 are as follows: (In thousands) Year Amount 2026 $ 1,183 2027 782 2028 657 2029 338 2030 263 Total 3,223 Less: Present value discount ( 406 ) Present value of total operating lease liabilities 2,817 Less: Current portion ( 1,002 ) Long-term obligations under operating leases $ 1,815 Note 10. Share-Based Compensation Equity Plans The Company grants awards to recipients through the 2017 Equity Incentive Plan, as amended (the “2017 Plan”), which was approved by stockholders and the Board of Directors. In June 2025, stockholders approved an amendment to the Company’s 2017 Equity Incentive Plan to increase the number of shares available for issuance by 4.75 million shares of common stock. Pursuant to the latest amendment, the 2017 Plan provides for the issuance of shares that total no more than the sum of (i) 22,900,000 new shares, (ii) any returning shares such as forfeited, cancelled, or expired shares granted under either the 2017 Plan or the Second Amended and Restated 2007 Equity Incentive Plan and (iii) 500,000 shares pursuant to an inducement award. The number of shares available to be issued under the 2017 Plan will be reduced by (i) one share for each share that relates to an option or stock appreciation right award and (ii) 1.5 shares for each share which relates to an award other than a stock option or stock appreciation right award (a full-value award). As of December 31, 2025, there were approximately 6.4 million remaining shares available for issuance under this plan. Options expire 10 years from the date of grant. 66 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Notes to the Consolidated Financial Statements General Vesting Conditions 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 The fair value of the Company’s stock options that are not market- or performance-based was estimated at the date of grant using the Black-Scholes-based option valuation model. The table below outlines the weighted average assumptions for options granted during the years indicated: Year Ended December 31, Weighted Average: 2025 2024 Expected term (years) 6.4 6.4 Volatility 78.0 % 74.4 % Risk-free rate 4.4 % 4.3 % Dividend Yield 0 % 0 % 67 Table of Contents 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 The majority of options granted by the Company are comprised of service based options. These options vest ratably over the requisite service period of the award. The following table summarizes activity of service period-based stock options during the years indicated: (In thousands except per-share data and remaining contractual term) Number of Options Weighted Average Aggregate Intrinsic Value Exercise Price Remaining Contractual Term (Years) Outstanding at December 31, 2023 10,581 $ 3.63 5.9 $ 4 Options Granted 3,425 1.83 Options Exercised ( 2,053 ) 2.65 4,326 Options Forfeited / Expired ( 2,576 ) 3.70 Outstanding at December 31, 2024 9,377 $ 3.17 6.1 $ 22,988 Options Granted 1,512 6.45 Options Exercised ( 1,187 ) 4.83 7,373 Options Forfeited / Expired ( 516 ) 5.10 Outstanding at December 31, 2025 9,186 $ 3.68 6.0 $ 27,378 * Exercisable at December 31, 2025 6,709 $ 3.37 5.0 $ 21,582 * *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 68 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Notes to the Consolidated Financial Statements Performance-Based Stock Options The Company also grants stock option awards that are performance-based and vest based on the achievement of certain criteria established by the Compensation Committee. The related performance criteria has passed for these performance-based stock options and no further stock options are pending performance determinations. For performance criteria met, the applicable stock options vested and expense was recognized. For performance criteria not met, the compensation expense was not recognized and the applicable stock options were forfeited. 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 Exercise Price Remaining Contractual Term (Years) Outstanding at December 31, 2023 41 $ 4.34 0.1 $ — Options Granted — — Options Exercised — — — Options Forfeited ( 41 ) 4.34 Outstanding at December 31, 2024 — $ — — $ — Market-Based Stock Options The Company grants stock option awards that are market-based which have vesting conditions associated with a service condition as well as performance of the Company’s stock price. The following table summarizes activity of market-based stock options during the years indicated: (In thousands except per-share data and remaining contractual term) Number of Shares Weighted Average Aggregate Intrinsic Value Exercise Price Remaining Contractual Term (Years) Outstanding at December 31, 2023 1,000 $ 4.24 3.8 $ — Options Granted — — Options Exercised — — — Options Forfeited — — Outstanding at December 31, 2024 1,000 $ 4.24 2.8 $ 1,070 Options Granted — — Options Exercised ( 1,000 ) 1.52 3,860 Options Forfeited — — Outstanding and Exercisable at December 31, 2025 — $ — — $ — 69 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Notes to the Consolidated Financial Statements Restricted Stock Units The following table summarizes activity of restricted stock units during the years indicated: (In thousands except per share fair value) Number of Units Weighted Average Fair Value Unvested shares at December 31, 2023 589 $ 2.08 Granted 479 1.52 Vested ( 271 ) 2.34 Forfeited ( 188 ) 1.70 Unvested shares at December 31, 2024 609 $ 1.64 Granted — — Vested ( 233 ) 1.70 Forfeited ( 108 ) 1.61 Unvested shares at December 31, 2025 268 $ 1.61 Expected to vest as of December 31, 2025 268 $ 1.61 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 Vested — — Forfeited — — Unvested shares at December 31, 2025 1,519 $ 3.44 Expected to vest as of December 31, 2025 — $ — Restricted Stock Awards The following table summarizes activity of restricted stock awards during the years indicated: (In thousands except per share fair value) Number of Awards Weighted Average Fair Value Unvested shares at December 31, 2023 167 $ 3.15 Granted — — Vested — — Forfeited — — Unvested shares at December 31, 2024 167 $ 3.15 Granted — — Vested — — Forfeited — — Unvested shares at December 31, 2025 167 $ 3.15 Expected to vest as of December 31, 2025 167 $ 3.15 70 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Notes to the Consolidated Financial Statements Share-based Compensation Share-based compensation expenses for the years ended December 31, 2025 and December 31, 2024 were as follows: Year Ended December 31, (In thousands) 2025 2024 Share-based compensation expense Cost of sales $ 270 $ 319 Sales and marketing 806 745 Research and development 561 718 General and administrative 4,430 1,874 Total $ 6,067 $ 3,656 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. Note 11. NHSc Revenue On October 10, 2022, the Company and Société des Produits Nestlé SA, a société anonyme organized under the laws of Switzerland (NHSc), as successor-in-interest to NESTEC Ltd., entered into an amended and restated supply agreement (the “Supply Agreement”), which amends and restates the supply agreement, dated December 19, 2018, entered into by the Company and NESTEC Ltd. Pursuant to the Supply Agreement, NHSc and its affiliates will exclusively purchase nicotinamide riboside chloride (NRCL) from the Company and NHSc and its affiliates will have the non-exclusive right to manufacture, market, distribute, and sell products using NRCL for human use in the (i) medical nutritional, (ii) functional food and beverage and (iii) multi-ingredient dietary supplements categories sold under one of the NHSc brands (the “Approved Products”) world-wide, but excluding certain countries and ingredient combinations. The term of the Supply Agreement is five years , unless earlier terminated, and is subject to automatic extensions provided certain minimum purchases by NHSc are met. In exchange for the rights granted in the Supply Agreement, NHSc committed to an initial purchase of NRCL totaling approximately $ 2.0 million. NHSc fulfilled this commitment during the fourth quarter of 2022 , with $ 1.7 million involving a bill-and-hold arrangement. The Supply Agreement also provides for NHSc to pay a royalty to the Company at tiered percentage rates in the low-single digits based on worldwide annual net sales of the Approved Products, subject to certain deductions. 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 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. agreement utilizing the output method. The Company initially recorded $ 5.0 million in deferred revenue under the original agreement, which was received in connection with an upfront payment and a product launch fee. 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. 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 (reversed) recognized from deferred revenue $ ( 95 ) $ 732 Deferred revenue balance $ 2,674 $ 2,579 71 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Notes to the Consolidated Financial Statements Note 12. Income Taxes Income before provision for income taxes was as follows: (In thousands) Year Ended December 31, 2025 2024 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: Year Ended December 31, (In thousands) 2025 2024 Current: State $ 810 $ 305 810 305 Deferred: — — Total $ 810 $ 305 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 Amount (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. 72 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Notes to the Consolidated Financial Statements 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 Amount (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 ) Change in valuation allowance ( 2,111 ) 23.9 Federal to state differences 204 ( 1.7 ) Other ( 13 ) ( 0.5 ) Total income tax provision 305 ( 3.5 ) % The Company's deferred tax assets and liabilities for the years indicated are summarized below: December 31, (In thousands) 2025 2024 Deferred tax assets: Net operating loss carryforward $ 34,046 $ 35,224 Stock options and restricted stock 3,682 3,849 Inventory reserve 335 185 Allowance for doubtful accounts 37 25 Accrued expenses 1,420 1,746 Research and development expense 491 2,507 Deferred revenue 680 676 Leasehold improvements and equipment 161 124 Intangibles 112 102 Unrealized gain and loss 14 — State bonus depreciation 12 — State section 174 322 — Operating leases 162 238 41,474 44,676 Less: Valuation allowance ( 40,467 ) ( 44,290 ) Total deferred tax assets 1,007 386 Deferred tax liabilities: 162(m) limitation ( 835 ) — Prepaid expenses ( 172 ) ( 386 ) Total deferred tax liabilities ( 1,007 ) ( 386 ) Net deferred tax assets (liabilities) $ — $ — For the year ended December 31, 2025, the Company’s effective tax rate was 4.5 %. The Company reduced its valuation allowance by approximately $ 3.8 million, to $ 40.5 million as of December 31, 2025 from $ 44.3 million as of December 31, 2024. 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 year ended December 31, 2024, the Company identified $ 36,750 in U.S. taxable income on global intangible low-taxed income (GILTI). For the year ended December 31, 2025, the Company identified no U.S. taxable income on GILTI. 73 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Notes to the Consolidated Financial Statements As of December 31, 2025, the Company’s net operating loss (NOL) carryforwards for federal and state income tax purposes are approximately $ 128.5 million and $ 105.8 million, respectively, portions of which were reduced in the year ended December 31, 2025 for both federal and state. During the year ended December 31, 2025, $ 4.7 million of federal NOL carryforwards and $ 0.8 million of state NOL carryforwards were reduced against taxable income. 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 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. To the extent the Company’s use of NOL carryforwards and associated built-in losses is significantly limited in the future due to additional changes in stock ownership, the Company’s income could be subject to U.S. corporate income tax earlier than it would if the Company were able to use NOL carryforwards and built-in losses without such annual limitation, which could result in lower profits and the loss of the majority of the benefits from these attributes. During the first quarter of 2024, the Company was notified that it was selected for examination by the IRS for its federal income tax return for the fiscal year 2021 period. The examination was completed in the third quarter of 2024, with no changes recommended. The Company is currently not under examination by the Internal Revenue Service or any other major income tax jurisdiction. The Company has not identified any material uncertain tax positions requiring a reserve as of December 31, 2025 and December 31, 2024. Note 13. Line of Credit and Other Available Sources of Financing Line of Credit 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. 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. 74 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Notes to the Consolidated Financial Statements Debt Issuance Costs For the years ended December 31, 2025 and 2024, the Company incurred debt issuance costs of approximately $ 67,000 and $ 52,000 , respectively, in connection with this line of credit arrangement and had an unamortized balance of approximately $ 47,000 and $ 39,000 as of December 31, 2025 and 2024, respectively. For the line of credit arrangement, the Company elected a policy to keep the debt issuance costs as an asset, regardless of whether an amount is drawn. The remaining unamortized deferred asset will be amortized over the remaining life of the line of credit arrangement. Other Available Sources of Financing 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, and amended November 20, 2024 with Raymond James & Associates, Inc. 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. The Company’s potential use of the ATM facility is subject to the satisfaction of various conditions in the ATM Facility agreement as well as market conditions. As a result, the Company’s ability to rely on the ATM Facility to raise liquidity is limited. Note 14. 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”) 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. Note 15. Commitments and Contingencies Purchase obligations The Company has an exclusive manufacturing arrangement for the supply of Nicotinamide-beta-Riboside Chloride (NRCL) with W.R. Grace & Co. -Conn. (Grace). 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. 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. 75 Table of Contents 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: (In thousands) Year Amount 2026 $ 23,408 $ 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 2027 500 35 2028 500 35 2029 500 35 2030 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. dollars. (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. 76 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Notes to the Consolidated Financial Statements Royalties 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. These agreements afford for royalty payments based on contractual minimums and expire at various dates ranging from 2026 through 2039, often correlated to the expiration date of each patent. 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, 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 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. On November 21, 2024, the Appeal Bond was secured through a letter of credit issued on behalf of the Company, which was supported by the Company's line of credit. See Note 13, Line of Credit and Other Available Sources of Financing for more information regarding the letter of credit issuance and its connection to the line of credit. As a result, for the year ended December 31, 2024, the Company reversed $ 3.5 million of previously accrued royalties, license fees, and maintenance expenses under accrued expenses in its Consolidated Balance Sheets and recorded a reduction in royalty expense, license fees, and maintenance expenses in general and administrative expenses in its Consolidated Statements of Operations. For information regarding the Delaware patent infringement case against Elysium Health, Inc. see Legal Proceedings below. 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: (In thousands) Year Amount 2026 $ 100 2027 92 2028 50 2029 50 2030 50 $ 342 L egal proceedings 1. U.S. 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. 77 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Notes to the Consolidated Financial Statements 2. Elysium Health, LLC (A) California Action 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”). 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 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, 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, 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. 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, 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. Patent Nos. 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. 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. 78 Table of Contents 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. On January 6, 2020, the Delaware court issued an oral order instructing the parties to submit a joint status report after the January 13, 2020 motions hearing in the California Action. The joint status report was submitted on January 30, 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, Niagen Bioscience served infringement contentions. Elysium filed a Second Amended Answer on July 10, 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 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. 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. 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. On July 22, 2020 the parties filed a Joint Claim Construction Chart and respective motions for claim construction. The parties filed a Joint Claim Construction Brief on November 5, 2020. The Court held a Markman hearing on claim-construction issues on December 17, 2020. The Court entered a claim-construction ruling on January 5, 2021. Fact discovery closed on January 26, 2021. Opening expert reports were served on February 9, 2021. Responsive expert reports were served on March 9, 2021. Reply expert reports were served on March 30, 2021. Both parties filed dispositive and Daubert motions on April 27, 2021. 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. 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. 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, 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. On May 10, 2023, the court of appeals denied the petition. On May 17, 2023, the court of appeals issued the mandate. On June 16, 2023, Elysium filed a bill of costs and a motion for attorneys’ fees and costs. 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, Niagen Bioscience filed a petition for writ of certiorari. On October 16, 2023, the Supreme Court denied the petition. On March 25, 2024, the Court granted Elysium’s motion for attorneys’ fees and costs. On April 9, 2024, the Court entered a stipulated schedule and procedure for resolving the amount of fees and costs. On May 23, 2024, Elysium filed its opening brief. On June 6, 2024, Niagen Bioscience filed its response brief. On June 13, 2024, Elysium filed its reply brief. On August 20, 2024, the Court issued a ruling on the parties’ disputes regarding the amount of fees and costs and instructed the parties to meet and confer about the next steps in light of the ruling. On October 1, 2024, the parties submitted a joint motion for entry of judgment. 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. 79 Table of Contents 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, 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. If the Company is successful in its appeal, no liability would be incurred. 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 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. 3. Contingencies 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. 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. Note 16. Employee Retention Tax Credit In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was signed into law, providing numerous tax provisions and other stimulus measures, including the Employee Retention Tax Credit (ERTC): a refundable tax credit against certain employment taxes for qualifying businesses keeping employees on their payroll during the COVID-19 pandemic. 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. 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. 80 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.