What changed in this filing

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Item 1. Financial Statements

2026-05-06 compared with 2025-11-04 · 233 added, 379 removed, 421 unchanged (59% of the section changed)

3 unchanged sentences

Unaudited Condensed Consolidated Balance Sheets

(In thousands except par values, unless otherwise indicated)

September 30, 2025 December 31, 2024

(In thousands, except par values)

March 31, 2026 December 31, 2025

Current assets

3 unchanged sentences

Inventories 24,016 20,424

Assets held for sale — 541

Prepaid expenses and other assets 1,488 1,312

10 unchanged sentences

Current maturities of operating lease obligations 1,032 1,002

Current maturities of finance lease obligations 2 12

Current deferred consideration liability 514 —

Customer deposits 380 399

2 unchanged sentences

Operating lease obligations, less current maturities 1,544 1,815

Deferred consideration liability, less current portion 5,059 5,465

Total liabilities 31,999 29,873

3 unchanged sentences

authorized 150,000 shares;

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

79,457 shares and 79,714 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 240,464 240,991

8 unchanged sentences

(In thousands, except per share data)

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

2025 2024 2025 2024

Three Months Ended March 31,

Sales, net $ 31,474 $ 30,481

9 unchanged sentences

Interest income, net 375 459

Gain on sale of operating segment

Income before provision for income taxes 6,735 5,231

11 unchanged sentences

Unaudited Condensed Consolidated Statements of Stockholders' Equity

(In thousands, unless otherwise indicated)

Three Months Ended September 30, 2025

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

Shares Amount

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

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

Issuance of restricted stock — — — — — —

Share-based compensation — — 1,756 — — 1,756

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

Net income — — — 4,578 — 4,578

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

Three Months Ended September 30, 2024

(In thousands)

Three Months Ended March 31, 2026

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

Shares Amount

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

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

Issuance of restricted stock 43 — — — — —

Share-based compensation — — 735 — — 735

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

Net income — — — 1,878 — 1,878

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

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

Niagen Bioscience, Inc.

and Subsidiaries

Unaudited Condensed Consolidated Statements of Stockholders' Equity Continued

(In thousands, unless otherwise indicated)

Nine Months Ended September 30, 2025

Common Stock Additional

Paid-in Capital Accumulated

Deficit Cumulative

Adjustments Total

Stockholders'

Shares Amount

Balance, January 1, 2026 79,714 $ 79 $ 240,991 $ ( 164,528 ) $ ( 9 ) $ 76,533

Issuance of common stock resulting from the exercise of stock options 2,077 2 7,016 — — 7,018

Exercise of stock options 64 — 111 — — 111

Issuance of restricted stock 169 — — — — —

Share-based compensation — — 1,716 — — 1,716

Common stock repurchase ( 490 ) — ( 2,354 ) — — ( 2,354 )

Translation adjustment — — — — 6 6

Net income — — — 6,318 — 6,318

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

Nine Months Ended September 30, 2024

Common Stock Additional

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

Balance, March 31, 2026 79,457 $ 79 $ 240,464 $ ( 158,210 ) $ ( 3 ) $ 82,330

Three Months Ended March 31, 2025

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

Shares Amount

Balance, January 1, 2025 77,330 $ 77 $ 227,931 $ ( 181,910 ) $ ( 4 ) $ 46,094

Issuance of common stock resulting from the exercise of stock options 768 1 1,640 — — 1,641

Exercise of stock options 874 1 3,113 — — 3,114

Issuance of restricted stock 229 — — — — —

2 unchanged sentences

Net income — — — 5,063 — 5,063

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

Balance, March 31, 2025 78,433 $ 78 $ 232,119 $ ( 176,847 ) $ ( 5 ) $ 55,345

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

3 unchanged sentences

(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash Flows From Operating Activities

4 unchanged sentences

Noncash lease expense 173 173

Gain from sale of operating segment

Share-based compensation expense 1,716 1,075

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

Loss on disposal of leasehold improvements and equipment

(Recovery of) / Allowance for credit losses 85 ( 1,321 )

Interest accretion on deferred consideration 114 —

Non-cash financing costs 12 13

9 unchanged sentences

Operating lease liabilities ( 241 ) ( 251 )

Net cash provided by operating activities 12,825 3,526

Deferred consideration liability

Net cash (used in) / provided by operating activities

( 1,194 ) 7,883

Cash Flows From Investing Activities

Purchases of leasehold improvements and equipment ( 61 ) ( 32 )

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

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

Proceeds from sale of operating segment

Transaction costs from sale of operating segment

Net cash (used in) / provided by investing activities

Cash Flows From Financing Activities

Payment of deferred consideration

Proceeds from exercise of stock options 111 3,114

Repurchase of common stock ( 2,354 ) —

Payment of debt issuance costs — ( 6 )

Principal payments on finance leases — ( 3 )

Net cash provided by financing activities 6,996 1,621

Net cash (used in) / provided by financing activities

( 2,290 ) 3,105

Net increase in cash and cash equivalents 1,761 10,956

13 unchanged sentences

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.

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.

The Niagen Bioscience team is engaged in 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”, commonly referred to as “NR”), commercialized as the flagship ingredient Niagen®, available in both food and pharmaceutical grades.

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

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

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

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

The Company delivers food-grade Niagen® as the sole or principal dietary ingredient in its dietary supplement consumer product line, Tru Niagen®, and has expanded its consumer product offerings to include a topical skincare product incorporating Niagen® as the principal ingredient.

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

FDA-registered 503B outsourcing facilities, respectively.

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

In addition, the Company is pursuing pharmaceutical development of NAD+ precursors for potential therapeutic applications, including in advanced aging-related and rare diseases.

To date, these activities have been limited to research and development efforts, including preclinical and clinical studies and regulatory planning, and the Company does not currently generate revenue from these activities.

The Company may continue internal development and may also pursue strategic collaborations or licensing arrangements.

Prior to February 24, 2026, 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.

This operating segment was sold as of such date.

Certain assets associated with this segment were classified and presented as held for sale on the Condensed Consolidated Balance Sheet as of December 31, 2025.

The results of operations of this segment are included in continuing operations for all periods presented, as the disposition did not represent a strategic shift that would have a major effect on the Company’s operations or financial results and, therefore, did not meet the criteria for discontinued operations treatment.

Refer to Note 4.

Business Segments and Concentrations , for further information.

Basis of Presentation and Significant Accounting Policies

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Basis of Consolidation:

The accompanying Unaudited Condensed Financial Statements and notes thereto have been prepared on a consolidated basis and reflect the consolidated financial position of the Company and its wholly owned subsidiaries.

The accompanying Unaudited Condensed Consolidated Financial Statements and notes thereto 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.

1 unchanged sentence

There have been no changes to the Company’s significant accounting policies described in the Company’s 2025 Annual Report on Form 10-K that have had a material impact on the Company’s Unaudited Condensed Consolidated Financial Statements and related notes.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Recent Accounting Standards Adopted by the Company:

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”.

The update provides a practical expedient to simplify the estimation of expected credit losses for current accounts receivable and current contract assets arising from revenue transactions accounted for under ASC 606.

ASU 2025-05 is effective for fiscal years beginning after December 15, 2025 and for interim periods within those fiscal years, with early adoption permitted.

The Company adopted ASU 2025-05 effective January 1, 2026 and elected the practical expedient.

The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements or related disclosures.

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

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

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

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

Improvements to Income Tax Disclosures".

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

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

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

Early adoption and retrospective application are permitted.

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

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

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

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.

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

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

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

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

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

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

1 unchanged sentence

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):

3 unchanged sentences

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

Evaluation of Ability to Maintain Current Level of Operations

In connection with the preparation of these Unaudited Condensed Consolidated Financial Statements for the nine months ended September 30, 2025, management evaluated whether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability to meet its obligations as they became due over the next twelve months from the date of issuance of the Company’s third quarter of 2025 interim Unaudited Condensed Consolidated Financial Statements.

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

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

As of September 30, 2025, the Company had unrestricted cash and cash equivalents of $ 64.1 million which consists of bank deposits and short-term investments, including highly liquid investment-grade debt instruments with an original maturity of three months or less.

The fair value of the Company’s cash and cash equivalents is derived using Level 1 inputs.

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 are 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.

Niagen Bioscience, Inc.

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Notes to the Unaudited Condensed Consolidated Financial Statements

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

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

Income Per Share Applicable to Common Stockholders

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

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

The following table sets forth the computations of income per share amounts applicable to common stockholders for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

(In thousands, except per share data) 2026 2025

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Weighted average common shares outstanding for basic earnings per share (1) 79,917 77,810

incremental shares from assumed exercise of options and assumed vesting of restricted stock units (2) 6,840 1,796 6,534 1,216

incremental shares from assumed exercise of options, vesting of restricted stock units, and issuances under the employee stock purchase plan (2) 4,649 5,422

Adjusted weighted average common shares outstanding for diluted earnings per share 84,566 83,232

2 unchanged sentences

Diluted income per common share $ 0.07 $ 0.06

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

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

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

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

(1) Includes a weighted average of approximately 167,000 nonvested shares of restricted stock for each of the three months ended March 31, 2026 and 2025 which are participating securities that feature voting and dividend rights.

(2) Options that were anti-dilutive and, therefore, excluded from the computation of weighted average common shares outstanding for each of the three months ended March 31, 2026 and 2025 are presented in the table below.

There were no anti-dilutive restricted stock units or potential shares issuable under the employee stock purchase plan during the periods presented.

Three Months Ended March 31,

(In thousands) 2026 2025

Stock options 3,090 1,869

Business Segments

The Company has the following three reportable segments:

Business Segments and Concentrations

For the periods presented, the Company’s four reportable segments are as follows:

• Consumer Products segment:

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

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

• Ingredients segment :

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

• 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.

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.

Niagen Bioscience, Inc.

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Notes to the Unaudited Condensed Consolidated Financial Statements

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

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

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

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

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

There are no intersegment sales that require elimination.

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

The following tables set forth financial information by segment:

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

(In thousands)

Net sales $ 26,017 $ 7,197 $ 772 $ — $ 33,986

Cost of sales 8,560 2,944 554 — 12,058

Gross profit 17,457 4,253 218 — 21,928

Operating expenses:

Sales and marketing

Advertising 3,145 — — — 3,145

Marketing 2,700 17 1 — 2,718

Selling 2,788 38 79 — 2,905

Research and development 1,400 395 — — 1,795

General and administrative — — — 7,129 7,129

Operating expenses 10,033 450 80 7,129 17,692

Operating income (loss) $ 7,424 $ 3,803 $ 138 $ ( 7,129 ) $ 4,236

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

(In thousands)

Net sales $ 18,123 $ 6,673 $ 784 $ — $ 25,580

Cost of sales 6,512 2,176 652 — 9,340

Gross profit 11,611 4,497 132 — 16,240

Operating expenses:

Sales and marketing

Advertising 2,734 — — — 2,734

Marketing 1,920 15 — — 1,935

Selling (1) 2,264 ( 9 ) 120 — 2,375

Research and development 901 389 — — 1,290

General and administrative — — — 6,304 6,304

Operating expenses 7,819 395 120 6,304 14,638

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

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

Disposal of Analytical Reference Standards and Services Segment

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 Unaudited Condensed Consolidated Balance Sheets.

Prior to classification as held for sale, the Company evaluated the long-lived assets of the Analytical Reference Standards and Services operating segment for impairment and recorded any necessary 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 ceased upon classification as held for sale.

Assets classified as held for sale as of December 31, 2025 primarily consisted of $ 403,000 of inventory, certain long-lived assets of $ 138,000 , customer relationships, contract-related assets, and a trade name.

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

Under the terms of the agreement, the buyer assumed certain operating liabilities arising after the closing date, while the Company retained accounts receivable and accounts payable incurred prior to the closing date related to the disposed assets.

During the three months ended March 31, 2026, the Company recognized a gain of $ 4.8 million on the disposition of these assets, net of transaction costs of approximately $ 0.5 million, primarily consisting of legal, consulting, and other professional fees and sales taxes, which is included in gain on sale of operating segment in the Unaudited Condensed Consolidated Statements of Operations.

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 has (or will have) a major effect on the Company’s operations or financial results and therefore does not qualify for discontinued operations treatment.

In connection with the disposition, the Company entered into a transition services agreement (TSA) pursuant to which it will 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 performed.

During the three months ended March 31, 2026, the Company recognized $ 74,000 of transition services revenue, which is included in net sales.

The related net sales and costs of sales are reflected within “Corporate and other” for segment reporting purposes, as they represent corporate activities not allocated to the Company’s reportable segments.

As of March 31, 2026, amounts due to and from the buyer totaled approximately $ 369,000 and $ 277,000 , respectively, and are included within accounts payable and trade receivables in the accompanying Unaudited Condensed Consolidated Balance Sheet.

These balances primarily relate to transition services provided under the TSA.

The Company has not separately presented these amounts as they are immaterial to the consolidated financial statements.

Niagen Bioscience, Inc.

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Notes to the Unaudited Condensed Consolidated Financial Statements

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

The following tables set forth financial information by segment:

Three months ended March 31, 2026 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Pharmaceuticals segment Corporate and other (1) Total

(In thousands)

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Operating income (loss) $ 4,644 $ 4,539 $ 71 $ ( 468 ) $ ( 7,210 ) $ 1,576

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

(1) Includes TSA activity related to the disposition of the Analytical Reference Standards and Services operating segment, which is reflected in net sales, cost of sales and gross profit.

(2) General and administrative expenses within “Corporate and other” represent ongoing corporate overhead and are not directly attributable to TSA activities.

Three months ended March 31, 2025 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Pharmaceuticals segment Corporate and other Total

(In thousands)

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Cost of sales 7,407 3,101 642 — — 11,150

34,670 8,504 215 — 43,389

Gross profit 14,094 5,068 169 — — 19,331

Operating expenses:

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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:

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

Three Months Ended March 31, 2026 Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Corporate and Other (1) Total

(In thousands)

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Pharmaceutical-grade Niagen®

— 850 — — 850

Subtotal Niagen® Related 22,413 8,159 — — 30,572

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Total Net Sales $ 22,413 $ 8,564 $ 423 $ 74 $ 31,474

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

(1) Includes TSA activity related to the disposition of the Analytical Reference Standards and Services operating segment.

Three Months Ended March 31, 2025 Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total (1)

(In thousands)

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Food-grade Niagen®

— 6,974 — 6,974

Pharmaceutical-grade Niagen® — 1,000 — 1,000

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Total Net Sales $ 21,501 $ 8,169 $ 811 $ 30,481

(1) Does not include TSA activity related to the disposition of the Analytical Reference Standards and Services operating segment, which is only applicable during 2026 as no such similar activity occurred in 2025.

Niagen Bioscience, Inc.

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Notes to the Unaudited Condensed Consolidated Financial Statements

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

(In thousands)

Tru Niagen®, Consumer Product $ 70,217 $ — $ — $ 70,217

Food-grade Niagen® — 19,373 — 19,373

Pharmaceutical-grade Niagen® — 2,900 2,900

Subtotal Niagen® Related 70,217 22,273 — 92,490

Other Ingredients — 712 — 712

Reference Standards — — 2,327 2,327

Consulting and Other — — 55 55

Subtotal Other Goods and Services — 712 2,382 3,094

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

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

(In thousands)

Tru Niagen®, Consumer Product $ 54,121 $ — $ — $ 54,121

Food-grade Niagen® — 12,992 — 12,992

Pharmaceutical-grade Niagen® — 900 — 900

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

Other Ingredients — 170 — 170

Reference Standards — — 2,195 2,195

Consulting and Other — — 94 94

Subtotal Other Goods and Services — 170 2,289 2,459

Total Net Sales $ 54,121 $ 14,062 $ 2,289 $ 70,472

Disclosure of Major Customers

1 unchanged sentence

Percentage of net sales from major customers of the Company’s consumer products segment and ingredients segment for the periods indicated were as follows:

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

Three Months Ended March 31,

Major Customers 2026 2025

Watson Group - Former Related Party (1) 10.8 % * * 12.4 %

Life Extension 11.9 % 16.8 % 12.4 % 13.3 %

* Represents less than 10%

(1) For additional information regarding the relationship between the Company and A.S.

Watson Group, see Note 6, Related Party Transactions .

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Customer A 11.1 % 15.2 %

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

Percentage of the Company's Total Trade Receivables

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

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

Amazon Marketplaces * 14.3 %

Life Extension 14.7 % *

Wells Pharma of Houston * 10.3 %

BioTe Medical 11.2 % *

Major Customers At March 31, 2026 At December 31, 2025

Customer A 25.2 % *

Customer B 15.1 % 23.0 %

Customer C 11.9 % 11.0 %

* Represents less than 10%

(1) For additional information regarding the relationship between the Company and A.S.

Watson Group, see Note 6, Related Party Transactions .

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

As of March 31, 2026, the Company had total outstanding trade receivables of $ 13.1 million, with approximately 52.2 % of this total concentrated among three customers.

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

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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.

Furthermore, the Company continues to pursue new partnerships and business opportunities which help 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.

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 common stock of the Company.

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 September 30, 2025 or December 31, 2024.

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

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

Net Sales 2025 2024 2025 2024

Watson Group - Former Related Party (1) $— million $ 2.0 million $— 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 in the above table.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

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

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

The Company's major classes of inventory and corresponding balances as of March 31, 2026 and December 31, 2025 are as follows:

(In thousands) March 31, 2026 December 31, 2025

Consumer Products - Finished Goods $ 8,308 $ 9,860

1 unchanged sentence

Bulk ingredients 13,524 7,470

Reference standards 433 494

Total Inventory $ 24,016 $ 20,424

As of December 31, 2025, $ 403,000 of inventory related to the analytical reference standards and services operating segment was classified as held for sale.

As of March 31, 2026, this inventory was sold as part of the divestiture of the segment and no such inventory remains.

Refer to Note 4.

Business Segments and Concentrations for further information.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

The Company accounts for its leases in accordance with ASU No.

4 unchanged sentences

Lease expense is recognized on a straight-line basis over the term of the lease.

During the first quarter of 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 lease terms.

The fair value of the increase in related lease liability and ROU asset is approximately $ 1.1 million.

The amended lease now extends through October 31, 2030.

Operating Leases

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

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

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

As of March 31, 2026 and December 31, 2025, the Company had ROU assets of $ 2.0 million and $ 2.2 million, respectively, and corresponding operating lease liabilities of $ 2.6 million and $ 2.8 million, respectively.

For the three months ended March 31, 2026 and 2025, the components of operating lease expense are as follows:

Three Months Ended March 31,

(In thousands) 2026 2025

6 unchanged sentences

(1) Variable lease costs, including property taxes and insurance and common area maintenance fees, are classified in cost of services in the Company's Unaudited Condensed Consolidated Statements of Operations.

At September 30, 2025

At March 31, 2026

Weighted-average remaining lease term (years), operating leases 3.2

Weighted-average discount rate, operating leases 7.7 %

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

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

Future minimum lease payments under operating leases as of March 31, 2026 are as follows:

Year (In thousands)

4 unchanged sentences

Long-term obligations under operating leases $ 1,544

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Share-Based Compensation

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

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

As of March 31, 2026, there were approximately 5.6 million remaining shares available for issuance under the 2017 Plan.

Options expire 10 years from the date of grant.

2 unchanged sentences

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

The fair-value of the market performance stock unit awards (PSUs) at the grant date is based on a Monte Carlo simulation based on the specific performance metrics.

The fair-value of the market performance stock unit awards (PSUs) at the grant date is based on a Monte Carlo simulation using the specific performance metrics.

The Company develops estimates based on historical data and market information, which can change significantly over time, and adjusts for forfeitures as they occur.

1 unchanged sentence

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.

Beginning August 1, 2025, newly granted stock option awards 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.

1 unchanged sentence

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

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Employee Stock Purchase Plan

4 unchanged sentences

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

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

The Company extended its first offering period on January 1, 2026 with the first purchase to occur June 30, 2026.

As of March 31, 2026, 650,000 shares remained available for issuance.

Share Repurchase Program

During the three months ended March 31, 2026, the Company repurchased 489,699 shares of its common stock for an aggregate purchase price of $ 2.4 million, which was recorded as a reduction of common stock and additional paid-in capital.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Stock Options

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

The Company used the following weighted average assumptions for options granted during the three months ended March 31, 2026:

Weighted Average:

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Expected term 7.0 years

2 unchanged sentences

Expected dividends — %

Market Performance Stock Units

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

Weighted Average:

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

Weighted Average

(In thousands except per share data and remaining contractual term) Number of

Options Exercise

Price Remaining

Term (Years) Aggregate

Outstanding at December 31, 2024 9,377 $ 3.17 6.1 $ 22,988

Options Granted 1,477 6.44

Options Exercised ( 1,077 ) 2.58 6,852

Options Forfeited ( 507 ) 5.06

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

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

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

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

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 market based stock options activity during the nine months ended September 30, 2025:

The following table summarizes activity of service period-based stock options during the three months ended March 31, 2026 :

Weighted Average

7 unchanged sentences

Options Forfeited ( 68 ) 4.09

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

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

Outstanding at March 31, 2026 9,942 $ 3.80 6.1 $ 12,452 *

Exercisable at March 31, 2026 7,323 $ 3.45 5.0 $ 10,493 *

*The aggregate intrinsic values in the table above are based on the Company’s stock price of $ 4.41 , which is the closing price of the Company’s stock on the last trading day for the period ended March 31, 2026.

Restricted Stock Units

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

The following table summarizes activity of RSUs during the three months ended March 31, 2026:

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

2 unchanged sentences

Forfeited ( 15 ) 1.54

Unvested shares at September 30, 2025 283 $ 1.61

Market Performance Stock Units

The Company grants market performance stock units that are market based which have vesting conditions associated with the performance of the Company’s stock price.

During the nine months ended September 30, 2025, none of the market-based vesting conditions tied to the Company’s stock price were met.

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

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

Unvested shares at December 31, 2024 — $ —

Granted 1,519 3.44

Forfeited — —

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

Unvested shares at March 31, 2026 84 $ 1.52

There were no activities related to restricted stock awards or market performance stock units during the three months ended March 31, 2026.

Niagen Bioscience, Inc.

3 unchanged sentences

Total share-based compensation expense was as follows:

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

Three Months Ended March 31,

(In thousands) 2026 2025

5 unchanged sentences

Total $ 1,716 $ 1,075

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

As of March 31, 2026, the Company expects to recognize future share-based compensation expense of approximately $ 7.6 million related to unvested stock options, $ 0.1 million for unvested RSUs, and $ 3.1 million for unvested PSUs.

These expenses will be recognized over weighted-average years of approximately 2.5 for options, 0.9 for RSUs, and 3.0 for PSUs.

Commitments and Contingencies

Legal proceedings

Elysium Health, LLC

(A) California Action

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

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

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

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

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

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

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

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

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

Discovery closed on August 9, 2019.

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

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

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

Niagen Bioscience sought damages, interest, and other relief.

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

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

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

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

The jury returned a verdict on September 27, 2021.

The verdict found (i) Elysium liable for breaches of the Niagen® and pTeroPure® Supply Agreements for failing to pay for purchases of the ingredients totaling approximately $ 3.0 million, (ii) Mark Morris liable for breach of a confidentiality agreement, requiring him to disgorge approximately $ 17,307 , (iii) Niagen Bioscience liable for breaching the Niagen® Supply Agreement for not issuing certain refunds or credits

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

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

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

On February 10, 2022, the court denied Niagen Bioscience’s motion for prejudgment interest.

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

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

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

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

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

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

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

Elysium Health, Inc., No.

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

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

The California Action remained stayed until early 2024.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

Purchase Commitments

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

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

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

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

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

As of March 31, 2026, the Company is obligated to purchase approximately $ 18.5 million through March 31, 2027.

Deferred Consideration Obligation - Patent Assignment

In December 2025, the Company entered into an Assignment Agreement with QUB pursuant to which it acquired certain patent rights and assumed fixed, unconditional payment obligations through 2037 (the “Deferred Consideration Obligation”).

The obligation is recorded at present value as of the acquisition date, with subsequent accretion recognized as interest expense over the term of the arrangement.

The payment obligations consist of recurring annual payments beginning in 2026 and two fixed lump-sum payments due in 2034 and 2037.

Certain payments are denominated in U.S.

dollars, while others are denominated in British pound sterling and are subject to foreign currency exchange rate fluctuations.

As of March 31, 2026, the carrying value of the Deferred Consideration Obligation was $ 5.6 million.

Refer to Note 15 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for additional information regarding the Assignment Agreement and related payment obligations.

Niagen Bioscience, Inc.

1 unchanged sentence

Notes to the Unaudited Condensed Consolidated Financial Statements

On December 27, 2024, the Company received from Elysium payment of the First Installment in the amount of $ 1,325,000 and 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 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 April 4, 2025, the Company filed an acknowledgement of satisfaction of judgment, confirming that the December 27, 2024 judgment has been fully satisfied.

(B) Delaware - Patent Infringement Action

Legal Proceedings

Food and Drug Administration

On February 3, 2026, Niagen Bioscience Inc.

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

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

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

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

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

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

On April 28, 2026, the FDA filed a motion to dismiss the Company’s complaint on procedural grounds.

The Company believes the government’s motion lacks merit and will oppose it.

The Company’s 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.

Elysium Health, Inc.

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.

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

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

5 unchanged sentences

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.

After the PTAB released its written decision upholding claim 2 of the ‘086 Patent, proving Niagen Bioscience’s prediction correct, 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.

7 unchanged sentences

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

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

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

20 unchanged sentences

Both parties filed dispositive and Daubert motions on April 27, 2021.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

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.

37 unchanged sentences

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

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

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

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

The amount or range of potential loss cannot be reasonably estimated at this time, if any, and in any event, the Company does not believe that the ultimate resolution of this matter will be material to the Company’s results of operations, financial condition or cash flows.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Purchase Commitments

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

Grace & Co.-Conn (“Grace”) with an effective date of April 1, 2025.

In January 2019, Grace was issued patents related to the crystalline form of NR chloride which limit the Company’s ability to source alternative suppliers (Grace Patents).

Pursuant to the Grace Supply Agreement, Grace will exclusively supply the Company with Nicotinamide-beta-Riboside Chloride (“NRCL”) meeting certain specifications as defined in a previously executed Quality Agreement dated March 22, 2024.

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

The Grace Supply Agreement provides for an initial term through April 30, 2029, and will automatically renew for successive twelve ( 12 ) month terms unless either party provides written notice of its intent not to renew.

The Company is required to purchase a minimum quantity of NRCL during each year of the term.

The Company will also provide monthly rolling forecasts of its purchase needs for a twenty-four ( 24 ) month period, with the first twelve ( 12 ) months of each forecast binding upon Grace’s acceptance.

The Company has submitted its initial rolling forecast pursuant to the Supply Agreement, which requires the purchase of approximately $ 33.6 million in inventory through September 30, 2026.

The parties have further agreed to make a good faith effort to execute a supplemental agreement establishing a process by which the Company would obtain from Grace a world-wide, royalty-bearing, exclusive, non-transferable and sub-licensable license to Grace’s patents covering NRCL’s manufacture, sufficient to enable the Company to manufacture NRCL for an agreed-upon royalty percentage (“License Agreement”).

The License Agreement would become effective upon proper termination of the Grace Supply Agreement under specified conditions.

There is no guarantee that any such agreement will be entered into, or the timing of any such agreement or its terms.

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.

During the years ended December 31, 2023 and December 31, 2022, the Company collected $ 0.9 million and $ 0.6 million, respectively, related to the ERTC.

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

As of September 30, 2025, the Company's Consolidated Balance Sheets include an ERTC benefit of $ 0.6 million and associated commissions payable of $ 0.1 million recorded within prepaid expenses and other current assets and accrued expenses, respectively.

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

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

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

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

As of March 31, 2026, the Company has not recorded an accrual for this matter, as the ultimate resolution remains uncertain.

Niagen Bioscience, Inc.

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Notes to the Unaudited Condensed Consolidated Financial Statements

Contingencies

(A) 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 labeled 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.

In April 2026, the Company reached an agreement in principle with the retail partner to resolve the matter and support the continuation of the commercial relationship.

This agreement resolves the previously disclosed contingency related to this matter.

Under the terms of the arrangement, the parties agreed to resolve previously withheld receivables totaling approximately $ 1.3 million, the full balance was received by the Company as of the end of April 2026.

The arrangement also provides for the return of certain unsold inventory, the provision of replacement products to address product-related concerns, and the retail partner’s agreement not to pursue previously asserted claims related to loss of margin and goodwill.

The Company has evaluated the accounting implications of the arrangement and determined that the resolution primarily represents the collection of previously recognized accounts receivable, together with product-related remediation and customary commercial activities.

Accordingly, the arrangement does not result in a reduction of previously recognized revenue.

Costs associated with replacement inventory and returned goods will be recognized in the appropriate period under the Company’s accounting policies.

The agreement also includes a limited ongoing obligation to provide replacement products for certain future customer returns and may give rise to obligations under the TTA in the event of regulatory matters.

These potential obligations are contingent in nature and are not currently considered probable or reasonably estimable.

The Company continues to believe it has complied with its contractual obligations and applicable regulatory requirements.

(B) On April 28, 2026, Thorne Research, Inc.

and Thorne HealthTech, Inc.

(collectively, “Thorne”) filed a complaint in the United States District Court for the District of South Carolina against Niagen Bioscience, Inc., ChromaDex, Inc., and The Queen’s University of Belfast (collectively, the “Defendants”).

The complaint seeks, among other relief, a declaratory judgment that certain Thorne products do not infringe U.S.

12,252,506 (the “’506 Patent”), as well as damages and injunctive relief based on claims of alleged tortious interference with contract, intentional interference with prospective business relations, and unfair competition under South Carolina law.

Thorne’s complaint arises out of communications by Defendants asserting infringement of the ’506 Patent and the initiation of a patent enforcement proceeding through Amazon’s Patent Evaluation Express (APEX) program relating to certain Thorne products.

Thorne alleges that its products do not infringe the ’506 Patent and that Defendants’ actions were improper and caused harm to its business relationships and sales.

The Company intends to vigorously defend against the action.

At this time, the Company is unable to reasonably estimate the possible loss or range of loss, if any, associated with this matter due to the early stage of the proceedings.

Accordingly, no accrual has been recorded in the accompanying financial statements.

Deferred Revenue - NHSc

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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.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

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

3 unchanged sentences

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

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

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

2025 2024 2025 2024

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

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

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

The impact of the updated estimates on revenue recognized from deferred revenue for the three months ended March 31, 2026 and 2025 is as follows:

(In thousands) Three Months Ended March 31,

Revenue recognized from deferred revenue $ 102 $ —

The corresponding deferred revenue balance as of March 31, 2026 and December 31, 2025 is as follows:

(In thousands) March 31, 2026 December 31, 2025

Deferred revenue balance $ 2,572 $ 2,674

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements