What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-06 compared with 2025-11-04 · 183 added, 169 removed, 102 unchanged (78% of the section changed)

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

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

Growth and percentage comparisons made herein generally refer to the three months ended March 31, 2026 compared with the three months ended March 31, 2025 unless otherwise noted.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Our Scientific Advisory Board, chaired by Dr.

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

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

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

Our operations are centered on the research, development and commercialization of nicotinamide adenine dinucleotide (NAD+) precursors and related technologies.

NAD+ is an essential coenzyme that regulates cellular metabolism and is present in every cell of the human body.

NAD+ levels naturally decline with age and may also be impacted by lifestyle and certain disease states.

Increasing NAD+ levels through NAD+ precursors has been shown to support cellular function.

Our business and product platform are grounded in a significant and growing body of scientific research related to NAD+ and its role in human health.

Nicotinamide riboside chloride (“NRC,” also referred to as “NRCL” or “NR”), the active ingredient in our proprietary Niagen®, is among the most extensively studied NAD+ precursors.

Data from preclinical studies and human clinical trials indicate that orally administered NRC can increase NAD+ levels in blood and tissue.

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

Food and Drug Administration’s (FDA) new dietary ingredient notification program, notified to the FDA as generally recognized as safe (GRAS), and has received approvals or authorizations in multiple international jurisdictions, including Canada, the European Union, Turkey, and Australia.

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

There are more than 525 published human clinical studies related to NAD+ and its role in health.

Areas of study include, but are not limited to, understanding NAD+’s role in rare diseases such as Ataxia-Telangiectasia, neurodegenerative diseases, neuropathy, sarcopenia, liver disease and heart failure.

Through our ChromaDex External Research Program (CERP®), we have established research collaborations with universities and research institutions that contribute to peer-reviewed publications advancing the understanding of NAD+ biology and informing the development of our products and technologies.

Our business is organized around a platform that spans consumer products, ingredient supply, and pharmaceutical development:

Consumer Products

We develop and commercialize finished consumer products that incorporate our proprietary ingredient, Niagen®.

Our primary consumer offering is Tru Niagen®, a dietary supplement available directly to consumers and through distributors.

We have also expanded our Tru Niagen® product line to include additional formulations and formats, as well as stick packs and a recently introduced topical skincare product, each incorporating Niagen®.

We develop and supply proprietary ingredient technologies, including food-grade and pharmaceutical-grade Niagen®.

Food-grade Niagen® is supplied as a dietary and food ingredient to manufacturers of consumer products.

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

FDA-registered 503B outsourcing facilities and certain international compounding pharmacies for use in compounded intravenous and injectable formulations, subject to applicable regulatory requirements.

These formulations are marketed by the compounding pharmacies as Niagen IV and Niagen injectable products, including under the name “Niagen Plus.”

Pharmaceutical Development

We are pursuing the development of NAD+ precursors for potential therapeutic applications, including in advanced aging-related and rare diseases.

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

We may pursue internal development as well as strategic collaborations or licensing arrangements.

Recent Developments

Employee Stock Purchase Plan

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

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

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

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

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

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

Purchase Commitments

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

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

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

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

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

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

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

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

We have submitted our rolling forecast pursuant to the Grace Supply Agreement, which requires the purchase of approximately $33.6 million in inventory through September 30, 2026.

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

The License Agreement would become effective upon proper termination of the 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.

Lease Amendment

During the first quarter of 2025, we amended our existing lease in Longmont, Colorado.

In accordance with Accounting Standards Codification (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 estimated to be approximately $1.1 million.

The amended lease now extends through October 31, 2030.

Amended Executive Employment Agreement and Executive Market Performance Stock Unit Grant

As previously disclosed, on February 25, 2025 the Company granted to Robert Fried, our Chief Executive Officer, 1,518,600 market performance stock units (“PSUs”) under the Company’s 2017 Equity Incentive Plan and subject to performance conditions during a seven year performance period.

Additionally, Mr.

Fried’s base salary and target performance bonus opportunity increased to $650,000 and 75% of his base salary, respectively.

Disposal of Analytical Reference Standards and Services Segment

In February 2026, we completed the sale of substantially all of the assets of our analytical reference standards and services business to a third party for total cash consideration of approximately $6.0 million, subject to customary working capital adjustments of approximately $0.2 million.

As part of the transaction, the buyer assumed certain operating liabilities arising after the closing date, while we retained accounts receivable and accounts payable incurred prior to closing.

We recognized a gain on the sale of approximately $4.8 million during the three months ended March 31, 2026, which is included in gain on sale of operating segment in the Unaudited Condensed Consolidated Statements of Operations.

The transaction provides additional liquidity and allows us to further focus on our core Niagen®-based consumer products, ingredient supply, and pharmaceutical development activities.

As a result of the disposition, revenue attributable to analytical reference standards and services is no longer included in our ongoing operating results following the closing date.

This change is expected to further concentrate our revenue mix toward higher-growth, consumer-oriented product offerings and ingredient sales.

In addition, the analytical reference standards and services business operated with a cost structure and margin profile that differed from our core businesses, including higher fixed operating costs related to specialized personnel, laboratory operations, and quality systems.

Following the disposition, certain shared fixed costs that were previously allocated to the analytical reference standards and services segment will be absorbed primarily by our remaining operations, particularly the ingredients segment, until such time as we are able to realign our cost structure.

We may also undertake organizational and workforce adjustments in response to the disposition;

however, any related cost savings are expected to be realized over time and not immediately.

As a result, the full impact of these changes on our cost structure and operating margins may evolve over the course of the year.

The exit of this operating segment is expected to reduce ongoing operating complexity and may result in greater margin consistency across our remaining operations over time.

However, period-to-period comparability of revenue and margins may be affected due to the absence of revenues previously generated by this operating segment.

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

We will receive service fees for these services, which are recognized as the services are performed.

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

The net sales and cost of sales from this TSA are temporary in nature and are not expected to recur beyond the transition period.

The results of the analytical reference standards and services business are included in continuing operations for all periods presented.

For additional information, refer to Note 4.

Business Segments and Concentrations to our Unaudited Condensed Consolidated Financial Statements.

Resolution of previously disclosed contingency

In April 2026, we reached an agreement in principle with a retail partner in Asia to resolve a previously disclosed dispute related to the recall and withdrawal of certain Tru Niagen® Immune Daily Defense products.

As part of the resolution, previously withheld receivables totaling approximately $1.3 million were released, we received these outstanding balances as of the end of April 2026.

We expect this to result in improved collections and a reduction in accounts receivable in the near term.

The agreement also includes the return of certain unsold inventory and the provision of replacement products.

As a result, we expect to recognize costs associated with returned inventory, rework activities, and replacement products, which will be reflected in cost of sales in the period incurred.

These costs are expected to impact gross margin in the near term, however, we do not expect these costs to be material.

We do not expect the resolution of this matter to have a material adverse impact on our overall financial condition.

In addition, while we have agreed to provide replacement products for certain future customer returns of the affected product, such obligations are limited in scope and are not currently expected to be material.

Financial Condition and Results of Operations

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

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

As of March 31, 2026, our cash and cash equivalents totaled approximately $66.5 million, of which $66.4 million was unrestricted.

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

We may, however, seek additional capital in the next twelve months, both to meet our projected operating plans after the next twelve months and/or to fund our longer-term strategic objectives.

We currently have three operating segments that offer differentiated services.

Through our Consumer Products segment, we provide finished dietary supplement products containing our proprietary ingredients directly to consumers and distributors, as well as NAD+ test kits exclusively to healthcare practitioners.

We deliver food-grade Niagen® as the sole or principal dietary ingredient in our consumer product line Tru Niagen®.

Our 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.

For the periods presented, we operated our business through four operating segments that offer differentiated products and services.

Through our Consumer Products segment, we provide finished consumer products containing our proprietary ingredients directly to consumers and distributors, including dietary supplements and a recently introduced topical skincare product.

We deliver food-grade Niagen® as the sole or principal ingredient in our consumer product line, Tru Niagen®.

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

FDA-registered 503B outsourcing facilities, respectively.

Our Analytical Reference Standards and Services segment focuses on natural product fine chemicals, known as phytochemicals, and related research and development services.

Our Pharmaceutical segment is focused on the research and development of NAD+ precursors for potential therapeutic applications, including in advanced aging-related and rare diseases.

To date, this segment has been limited to research and development activities, including preclinical and clinical studies and regulatory planning, and does not currently generate revenue.

Our Analytical Reference Standards and Services segment focused on natural product fine chemicals, known as phytochemicals, and related research and development services.

As discussed in “ Recent Developments ,” we sold this operating segment in February 2026.

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

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

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

Our consolidated net sales, net income and income per share for the three months ended March 31, 2026 and 2025 are as follows:

Three Months Ended March 31,

(In thousands, except per share data) 2026 2025

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

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

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

Three Months Ended March 31,

($ In thousands)

2026 2025 % Change

Consumer Products $ 22,413 $ 21,501 4 %

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Analytical reference standards and services 423 811 (48) %

Corporate and other 74 — N/A

Total net sales $ 31,474 $ 30,481 3 %

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

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

Total net sales increased by $1.0 million for the three months ended March 31, 2026, as compared to the same period in 2025.

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

The pharmaceutical segment did not generate revenue during the period presented.

Detailed changes in net sales were driven by the following:

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

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

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

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

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

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

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

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

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

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

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

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

• Within our consumer products segment, Tru Niagen® sales increased by $0.9 million for the three months ended March 31, 2026 compared to the corresponding period in 2025.

This growth was primarily driven by increased e-commerce channel performance, which grew by approximately $2.4 million, reflecting increased customer demand and acquisition.

Sales to A.S.

Watson's were lower by $2.4 million compared to the prior year, partially offset by increased sales to other distribution channels by $0.9 million.

The decline in sales to A.S.

Watson’s reflects variability in ordering patterns and commercial activity during the period.

We continue to engage with this partner on marketing and sales initiatives to support the ongoing relationship.

• Total ingredient sales increased by $0.4 million for the three months ended March 31, 2026 compared to the same period in 2025.

The increase was primarily driven by higher sales to food-grade Niagen® partners, which contributed approximately $0.3 million of growth, as well as an increase in other ingredient sales of approximately $0.2 million.

These increases were partially offset by a decrease in pharmaceutical-grade Niagen® sales during the period compared to the prior year.

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

• Analytical reference standards and services net sales were $0.4 million lower for the three months ended March 31, 2026 compared to the same period in 2025, due to the periods not being fully comparable, as the prior year period reflects a full quarter of operations, while the current period reflects partial-period activity following the divestiture of the business segment.

As a result of the divestiture, we do not expect to generate any additional net sales from this segment in future periods.

• Corporate and other net sales represent revenue generated under a transition services agreement (TSA) entered into in connection with the February 2026 disposition of our Analytical Reference Standards and Services operating segment.

These services are provided to support the buyer’s transition and are expected to continue for a period of up to six months following the closing date.

Accordingly, this revenue is temporary in nature and is not expected to recur beyond the transition period.

Cost of Sales

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

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

Amount % of net sales Amount % of net sales

Three Months Ended March 31,

Amount % of net sales

($ In thousands)

2026 2025 2026 2025

Cost of sales:

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Analytical reference standards and services 308 642 72.8 79.2

Corporate and other 40 — 54.1 N/A

Total cost of sales $ 11,498 $ 11,150 36.5 % 36.6 %

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

Total cost of sales, as a percentage of net sales, improved by 10 basis points for the three months ended March 31, 2026 compared to the same period in 2025.

The overall change reflects the net impact of shifts in product and business mix across our segments, as well as the effects of the February 2026 disposition of our analytical reference standards and services operating segment, which were partially offset by changes in cost structure within certain segments.

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

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

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

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

For the three months ended March 31, 2026, cost of sales as a percentage of net sales improved by approximately 50 basis points compared to the same period in 2025.

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

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

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

For the three months ended March 31, 2026, cost of sales as a percentage of net sales increased by approximately 350 basis points, primarily due to a shift in business mix, with food-grade Niagen® representing a greater portion of segment sales and pharmaceutical-grade Niagen® representing a smaller portion of segment sales each of which carries a distinct margin profile.

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

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

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

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

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

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

While the percentage improvement appears significant, this segment's smaller scale means that modest changes in dollar amounts can result in outsized percentage fluctuations.

For the three months ended March 31, 2026, cost of sales decreased compared to the prior year period, consistent with the decline in net sales following the sale of the business segment.

As a result, cost of sales as a percentage of net sales improved by approximately 640 basis points compared to the same period in 2025, largely reflecting the impact of the disposition and the resulting change in scale and period comparability, rather than underlying operating efficiencies.

In addition, given the relatively small scale of this segment, particularly following the divestiture, fixed costs and transitional activities can have a disproportionate impact on margins, and relatively small changes in dollar amounts may result in meaningful fluctuations in cost of sales as a percentage of net sales.

• Corporate and other cost of sales represent expenses incurred under a TSA entered into in connection with the February 2026 disposition of our Analytical Reference Standards and Services business.

These services are provided to support the buyer’s transition and are expected to continue for a period of up to six months following the closing date.

As a result, these cost of sales are temporary in nature and are not expected to recur beyond the transition period.

Gross profit is net sales less the cost of sales and is affected by business and product mix, competitive pricing and costs of products, labor, overhead, services, and delivery, among other factors.

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

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

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

Three Months Ended March 31,

($ In thousands)

2026 2025 % Change

Gross profit :

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Analytical reference standards and services 115 169 (32)

Corporate and other 34 — N/A

Total gross profit $ 19,976 $ 19,331 3 %

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Operating Expenses-Sales and Marketing

Sales and marketing expenses consist of salaries, advertising, public relations and marketing expenses.

Sales and marketing expenses by reportable segment were as follows:

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

2025 2024 2025 2024

Sales and marketing expense consists of salaries, advertising, public relations, marketing expenses and commissions.

Sales and marketing expense by reportable segment is as follows:

Three Months Ended March 31,

($ In thousands) Amount % of

net sales Amount % of

Advertising expenses:

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Total marketing expenses $ 3,518 11.2 % $ 2,478 8.1 %

Selling expenses:

Sales expenses:

Consumer Products $ 2,727 12.2 % $ 2,507 11.7 %

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Analytical reference standards and services 44 10.4 107 13.2

Total selling expenses $ 2,905 8.5 % $ 2,375 9.3 % $ 8,334 8.7 % $ 7,016 10.0 %

Total sales expenses $ 2,865 9.1 % $ 2,663 8.7 %

Total sales and marketing expenses:

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Total sales and marketing expenses $ 9,675 30.7 % $ 8,117 26.6 %

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

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

The increase in expenses primarily reflects higher investments to support brand growth in our consumer products segment.

Total sales and marketing expenses increased by $1.6 million during the three months ended March 31, 2026, as compared to the same period in 2025.

As a percentage of net sales, total sales and marketing expenses increased by 410 basis points, reflecting increased investments to support brand growth and planned commercial activities, primarily within our consumer products segment, as well as operating deleverage as expense growth outpaced net sales growth.

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

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

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

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

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

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

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

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

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

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

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

These expenses remained immaterial as a percentage of net sales.

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

• For our consumer products segment, sales and marketing expenses increased by $1.5 million during the three months ended March 31, 2026 compared to the same period in 2025 and, as a percentage of net sales, increased to 42.1% from 36.9%.

The increase was primarily attributable to higher marketing and advertising expenditures to support brand growth, as well as increased personnel-related costs associated with the expansion of our marketing organization to support anticipated future growth.

• For our ingredients segment, sales and marketing expense increased by $116,000 during the three months ended March 31, 2026 compared to the same period in 2025 and, as a percentage of net sales, increased to 2.2% from 0.9%.

The increase was primarily attributable to increased marketing and promotional activities to support pharmaceutical-grade Niagen® ingredient initiatives, as well as higher employee-related expenses.

• For our analytical reference standards and services segment, sales and marketing expense decreased to $44,000 for the three months ended March 31, 2026, primarily due to the sale of the business segment and the resulting reduction in operating activity following the closing date.

Operating Expenses-Research and Development

Research and development (R&D) expenses consist primarily of headcount, clinical trials, product development and process development expenses.

Research and development expenses by reportable segment were as follows:

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

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

Research and development (R&D) expenses consist primarily of personnel-related costs, clinical trials, product development, and process development expenses.

Prior-period amounts have been recast to conform to the current period segment presentation.

R&D expenses by reportable segment were as follows:

Three Months Ended March 31,

($ In thousands)

2026 2025 % Change

R&D expenses:

1 unchanged sentence

Ingredients 280 245 14

Pharmaceuticals 468 368 27

Total R&D expenses $ 1,481 $ 1,258 18 %

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

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

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

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

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

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

• R&D expenses in our pharmaceuticals segment increased by $0.1 million for the three months ended March 31, 2026 compared to the same period in 2025.

This increase primarily reflects continued research and development of an NAD+ precursor-based candidate for potential therapeutic applications in rare diseases.

These costs were primarily related to ongoing preclinical activities and supporting research infrastructure and are consistent with the anticipated development of this segment.

• The remaining R&D expenses related to our Niagen® branded ingredient are allocated to the consumer products and ingredients segments based on recorded revenues.

For the three months ended March 31, 2026, R&D expenses allocated to our consumer products and ingredients segments increased $123,000 compared to the same period in 2025.

The increase was primarily driven by higher spending on ongoing Niagen Plus research activities, including increased materials and resources supporting these efforts.

R&D expenses in the current period also included costs related to scientific engagement activities, including a research conference.

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

Operating Expenses-General and Administrative

2 unchanged sentences

General and administrative expense for the periods indicated were as follows:

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

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

Three Months Ended March 31,

($ In thousands)

2026 2025 % Change

General and administrative $ 7,244 $ 5,184 40 %

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

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

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

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

For additional details regarding the recovery of credit losses see Note 10, Commitments and Contingencies , under the heading Legal Proceedings , respectively in the Notes to the Consolidated Financial Statements, included in Part I, Item 1 of this Form 10-Q.

Total general and administrative expenses increased by $2.1 million during the three months ended March 31, 2026, compared to the corresponding period in 2025.

During the three months ended March 31, 2026, the increase was primarily driven by a $1.4 million increase in provisions for credit losses, reflecting a $1.3 million recovery of credit losses recognized in the prior year quarter that did not occur in 2026, as well as $0.7 million in higher share-based compensation.

For additional details regarding the prior year recovery of credit losses, refer to our Form 10-K filing for the year ended December 31, 2025, Note 10, Commitments and Contingencies .

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

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

As of March 31, 2026 and December 31, 2025, we maintained a full valuation allowance against the entire deferred income tax balance.

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

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

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

The Company recorded income tax expense of $417,000 during the three months ended March 31, 2026, representing 6.2% of earnings before income taxes for the period.

During the three months ended March 31, 2025, the Company recorded $168,000 of income tax expense.

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

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

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

While the OBBBA may have broad implications for corporate taxpayers, the Company has evaluated the relevant provisions and does not anticipate a significant impact on its consolidated income tax position, effective tax rate, or valuation allowance as a result of the legislation.

Management will continue to monitor the implementation of the Act and evaluate any future guidance or rulemaking that may affect the Company’s tax profile.

As of March 31, 2026 and December 31, 2025, the Company has not identified any material uncertain tax positions requiring a reserve.

Depreciation and Amortization

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

Depreciation expense was approximately $116,000 and $158,000 for the three months ended March 31, 2026 and 2025, respectively.

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

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

Amortization expense of intangible assets was approximately $175,000 and $37,000 for the three months ended March 31, 2026 and 2025, respectively.

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

For licensed patent rights, the useful lives are 10 years or the remaining term of the patents underlying licensing rights, whichever is shorter.

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

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

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

Noncash lease expense related to right-of-use assets was approximately $173,000 for both the three months ended March 31, 2026 and March 31, 2025.

Liquidity and Capital Resources

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

From inception through March 31, 2026, we have incurred aggregate losses of approximately $158.2 million.

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

Historically, these operations have been financed through capital contributions, primarily through the issuance of common stock in private placements, and cash generated from sales.

Our board of directors periodically reviews our capital requirements in light of our proposed business plan.

Our future capital requirements will be influenced by several factors, including cash flows from operations, sales growth, optimized gross profit margins, reduced selling and marketing expense as a percentage of net sales, continued customer relationship development, and the ability to successfully market new and existing products.

However, based on our results from operations, we may determine that we need additional financing to implement our long-term business plan.

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

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

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

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

However, we may seek additional funds to support both our short-term and long-term operating objectives, either through additional equity or debt financings or collaborative agreements or from other sources.

Net cash provided by operating activities:

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

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

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

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

Historically, our operations were financed primarily through capital contributions, including the issuance of common stock in private placements, as well as cash generated from sales.

As our operating results and cash generation have improved, our liquidity profile has strengthened.

Our board of directors periodically reviews our capital requirements in light of our operating performance, growth initiatives, and long-term business objectives.

Our future capital requirements will be influenced by several factors, including cash flows from operations, sales growth, gross margin performance, planned investments in research and development and commercialization activities, and the timing and scale of potential strategic initiatives.

While we currently expect to fund our operations primarily through existing cash resources and cash generated from operations, we may, from time to time, consider additional financing to support strategic investments or growth opportunities.

Any such financing may include equity or debt financings, collaborative arrangements, or other sources of capital.

As of March 31, 2026, we had cash and cash equivalents of $66.5 million, including $152,000 of restricted cash.

Our cash and cash equivalents as of March 31, 2026 consisted of bank deposits and short-term investments of highly liquid investment-grade debt instruments with an original maturity of three months or less.

In addition, as of March 31, 2026, we had purchase obligations of approximately $18.5 million related to inventory purchase commitments and approximately $3.0 million related to future minimum lease obligations to be paid over twelve months and four years, respectively, as well as fixed, unconditional deferred consideration obligations of approximately $9.5 million and £0.4 million payable through 2038 in connection with the assignment of certain patent rights.

As of March 31, 2026 and December 31, 2025, we had no material off-balance sheet arrangements and no borrowings outstanding under our line of credit.

We believe that our current unrestricted cash and cash equivalents, together with cash expected to be generated from operations will be sufficient to meet our financial obligations as they become due over at least the next twelve months and beyond.

Net cash (used in) provided by operating activities:

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

For the three months ended March 31, 2026, net cash used in operating activities was approximately $1.2 million, compared to net cash provided by operating activities of approximately $7.9 million for the same period in 2025, representing a decrease of $9.1 million.

Net income for the three months ended March 31, 2026 was $6.3 million, compared to $5.1 million for the same period in 2025.

Net income in the current period includes several non-cash items, including $1.7 million of share-based compensation expense and a $4.8 million gain on the sale of the analytical reference standards and services business segment.

In addition, the prior year period included the recovery of previously written-off amounts, which did not recur in the current period.

Changes in working capital resulted in a net use of cash during the three months ended March 31, 2026, primarily driven by increases in trade receivables and inventory.

Inventory increased, resulting in a $3.6 million use of cash during the current period, compared to a $2.0 million use of cash in the prior year period, reflecting higher inventory levels to support business activity.

Trade receivables resulted in a $3.4 million use of cash during the three months ended March 31, 2026, compared to a $2.0 million source of cash in the prior year period.

The increase in receivables reflects higher sales, timing of customer orders and collections, and the impact of $1.3 million receivable outstanding from an Asian retail partner as of March 31, 2026, which have been subsequently collected by the end of April 2026.

In addition, during the quarter Amazon implemented a reserve policy that temporarily withholds approximately seven days of sales proceeds, which had a modest, one-time impact on operating cash flows.

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

Cash used in investing activities:

Investing cash flows consist primarily of capital expenditures.

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

Net cash provided by financing activities:

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

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

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

Cash provided by (used in) investing activities:

Investing cash flows consist primarily of proceeds from the sale of a business segment and related transaction costs as well as capital expenditures.

Net cash provided by investing activities was $5.2 million for the three months ended March 31, 2026 compared to a net use of cash of $32,000 for the same period in 2025.

The increase of $5.3 million was driven by the sale of the analytical reference standards and services business segment.

Net cash (used in) provided by financing activities:

Financing cash flows consist primarily of exercise of stock options through employee equity incentive plans, share repurchases, and settlements of deferred consideration.

For the three months ended March 31, 2026, net cash used in financing activities was $2.3 million, compared to net cash provided by financing activities of $3.1 million for the same period in 2025.

This decrease of $5.4 million was primarily driven by $2.4 million of common stock repurchases in the current year period and lower proceeds from stock option exercises of approximately $3.0 million compared to the prior year period.

Critical Accounting Estimates

There have been no material changes to critical accounting estimates from those disclosed in our 2025 Form 10-K.

Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis