What changed in this filing

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Item 1. Financial Statements

2026-08-04 compared with 2026-05-06 · 220 added, 102 removed, 552 unchanged (37% of the section changed)

4 unchanged sentences

(In thousands, except par values)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets

27 unchanged sentences

authorized 150,000 shares;

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

78,908 shares and 79,714 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 239,698 240,991

8 unchanged sentences

(In thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Sales, net $ 29,785 $ 31,117 $ 61,259 $ 61,598

24 unchanged sentences

(In thousands)

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

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

Shares Amount

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

Balance, April 1, 2026 79,457 $ 79 $ 240,464 $ ( 158,210 ) $ ( 3 ) $ 82,330

Exercise of stock options 107 — 206 — — 206

Issuance of restricted stock 1 — — — — —

Issuance of common stock from ESPP 26 — 72 — — 72

Share-based compensation — — 1,723 — — 1,723

2 unchanged sentences

Net income — — — 963 — 963

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

Three Months Ended March 31, 2025

Balance, June 30, 2026 78,908 $ 79 $ 239,698 $ ( 157,247 ) $ ( 2 ) $ 82,528

Three Months Ended June 30, 2025

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

Shares Amount

Balance, April 1, 2025 78,433 $ 78 $ 232,119 $ ( 176,847 ) $ ( 5 ) $ 55,345

Exercise of stock options 1,150 1 3,751 — — 3,752

Issuance of restricted stock 3 — — —

Share-based compensation — — 1,488 — — 1,488

Translation adjustment — — — — 1 1

Net income — — — 3,609 — 3,609

Balance, June 30, 2025 79,586 $ 79 $ 237,358 $ ( 173,238 ) $ ( 4 ) $ 64,195

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)

Six Months Ended June 30, 2026

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

1 unchanged sentence

Issuance of restricted stock 170 — — — — —

Issuance of common stock from ESPP 26 — 72 — — 72

Share-based compensation — — 3,439 — — 3,439

Common stock repurchase ( 1,173 ) — ( 5,121 ) ( 5,121 )

Translation adjustment — — — — 7 7

Net income — — — 7,281 — 7,281

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

Balance, June 30, 2026 78,908 $ 79 $ 239,698 $ ( 157,247 ) $ ( 2 ) $ 82,528

Six Months Ended June 30, 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

Exercise of stock options 2,024 2 6,864 — — 6,866

Issuance of restricted stock 232 — — —

Share-based compensation — — 2,563 — — 2,563

Net income — — — 8,672 — 8,672

Balance, June 30, 2025 79,586 $ 79 $ 237,358 $ ( 173,238 ) $ ( 4 ) $ 64,195

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

3 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash Flows From Operating Activities

4 unchanged sentences

Noncash lease expense 352 332

Gain from sale of operating segment

Gain on sale of operating segment ( 4,781 ) —

Share-based compensation expense 3,439 2,563

Loss on disposal of leasehold improvements and equipment

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

Allowance for (Recovery of) credit losses 19 ( 1,232 )

Interest accretion on deferred consideration 229 —

11 unchanged sentences

Deferred consideration liability

Net cash (used in) / provided by operating activities

( 1,194 ) 7,883

Net cash provided by operating activities 1,578 9,133

Cash Flows From Investing Activities

2 unchanged sentences

Transaction costs from sale of operating segment

Net cash (used in) / provided by investing activities

Net cash provided by / (used in) investing activities 5,153 ( 167 )

Cash Flows From Financing Activities

1 unchanged sentence

Proceeds from exercise of stock options 317 6,866

Proceeds from issuance of common stock from ESPP 72 —

Repurchase of common stock ( 5,121 ) —

18 unchanged sentences

Niagen Bioscience, Inc.

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 Analytics, Inc., NAD Pharmaceuticals Corp., ChromaDex International, 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.

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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.

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.

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

FDA-registered 503B outsourcing facilities, respectively, and supports clinician-directed telehealth access to prescription-based Niagen® offerings.

In addition, the Company is developing certain molecules for potential therapeutic applications, including rare genetic diseases and aging related disorders.

These activities include 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.

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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.

Refer to Note 4, Business Segments and Concentrations , for further information.

Basis of Presentation and Significant Accounting Policies

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Notes to the Unaudited Condensed Consolidated Financial Statements

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 months ended March 31, 2026 and 2025:

Three Months Ended March 31,

Income Per Share Attributable to Common Stockholders

The following table sets forth the computations of income per share amounts attributable to common stockholders for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, Six Months Ended June 30,

(In thousands, except per share data) 2026 2025 2026 2025

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Diluted income per common share $ 0.01 $ 0.04 $ 0.09 $ 0.10

(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.

(1) Includes a weighted average of approximately 167,000 nonvested shares of restricted stock, which are participating securities that feature voting and dividend rights, for each of the three and six months ended June 30, 2026 and 2025.

(2) Options that were anti-dilutive and, therefore, excluded from the computation of weighted average common shares outstanding for each of the three and six months ended June 30, 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,

Three Months Ended June 30, Six Months Ended June 30,

(In thousands) 2026 2025 2026 2025

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• Consumer Products segment:

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

provides finished consumer products incorporating the Company's proprietary ingredient, Niagen®, primarily dietary supplements, directly to consumers and distributors;

• Ingredients segment :

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

FDA-registered 503B outsourcing facilities, respectively;

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, and supports clinician-directed telehealth access to prescription-based Niagen® offerings;

• Analytical Reference Standards and Services segment:

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• 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.

pursues the pharmaceutical development of our proprietary molecules for potential therapeutic applications in rare diseases, and currently conducts research and development activities, including pre-clinical and clinical studies and regulatory planning.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

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 Company’s Chief Operating Decision Maker (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.

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

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Disposal of Analytical Reference Standards and Services Segment

Divestiture 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.

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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.

During the quarter ended March 31, 2026, the Company recognized a gain of $ 4.8 million on the sale 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 divestiture 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 provides certain operational and administrative services to the buyer for a period of up to six months following the closing date.

The Company receives a service fee for these services, which is recognized as the services are performed.

During the three and six months ended June 30, 2026, the Company recognized $ 236,000 and $ 310,000 of transition services revenue, respectively, which are 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.

As of June 30, 2026, amounts due to and from the buyer totaled approximately $ 288,000 and $ 285,000 , 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.

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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

Three months ended June 30, 2026 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Pharmaceuticals segment Corporate and other (1) Total

(In thousands)

1 unchanged sentence

Cost of sales 7,839 2,374 — — 258 10,471

Gross profit 14,818 5,009 115 — 34 19,976

Gross profit (loss) 16,323 3,013 — — ( 22 ) 19,314

Operating expenses:

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(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

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

(In thousands)

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Notes to the Unaudited Condensed Consolidated Financial Statements

Six Months Ended June 30, 2026 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Pharmaceuticals segment Corporate and other (1) Total

(In thousands)

Net sales $ 46,575 $ 13,951 $ 423 $ — $ 310 $ 61,259

Cost of sales 15,434 5,929 308 — 298 21,969

Gross profit 31,141 8,022 115 — 12 39,290

Operating expenses:

Sales and marketing

Advertising 6,458 — — — — 6,458

Marketing 7,134 276 — — — 7,410

Selling 5,759 134 44 — — 5,937

Research and development 1,574 471 — 949 — 2,994

General and administrative (2) — — — — 14,215 14,215

Operating expenses 20,925 881 44 949 14,215 37,014

Operating income (loss) $ 10,216 $ 7,141 $ 71 $ ( 949 ) $ ( 14,203 ) $ 2,276

(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.

Six Months Ended June 30, 2025 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Pharmaceuticals segment Corporate and other Total

(In thousands)

Net sales $ 44,200 $ 15,788 $ 1,610 $ — $ — $ 61,598

Cost of sales 14,860 5,909 1,272 — — 22,041

29,340 9,879 338 — — 39,557

Operating expenses:

Sales and marketing

Advertising 5,858 — — — — 5,858

Marketing 4,967 70 — — — 5,037

Selling 5,185 56 188 — — 5,429

Research and development 1,536 549 — 740 — 2,825

General and administrative — — — — 12,451 12,451

Operating expenses 17,546 675 188 740 12,451 31,600

Operating income (loss) $ 11,794 $ 9,204 $ 150 $ ( 740 ) $ ( 12,451 ) $ 7,957

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Disaggregation of Revenue

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Disaggregated revenues are as follows:

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

Three Months Ended June 30, 2026 Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Corporate and Other (1) Total

(In thousands)

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Reference Standards — — — — —

Consulting and Other — — 12 74 86

Services and Other — 9 — 236 245

Subtotal Other Goods and Services — 34 — 236 270

1 unchanged sentence

(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)

Three Months Ended June 30, 2025 Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total (1)

(In thousands)

6 unchanged sentences

Reference Standards — — 772 772

Consulting and Other — — 13 13

Services and Other — — 27 27

Subtotal Other Goods and Services — 235 799 1,034

4 unchanged sentences

Notes to the Unaudited Condensed Consolidated Financial Statements

Six Months Ended June 30, 2026 Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Corporate and Other (1) Total

(In thousands)

Tru Niagen®, Consumer Product $ 46,575 $ — $ — $ — $ 46,575

Food-grade Niagen®

— 12,237 — — 12,237

Pharmaceutical-grade Niagen® — 1,275 — — 1,275

Subtotal Niagen® Related 46,575 13,512 — — 60,087

Other Ingredients — 430 — — 430

Reference Standards — — 411 — 411

Services and Other — 9 12 310 331

Subtotal Other Goods and Services — 439 423 310 1,172

Total Net Sales $ 46,575 $ 13,951 $ 423 $ 310 $ 61,259

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

Six Months Ended June 30, 2025 Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total (1)

(In thousands)

Tru Niagen®, Consumer Product $ 44,200 $ — $ — $ 44,200

Food-grade Niagen®

— 12,968 — 12,968

Pharmaceutical-grade Niagen® — 2,390 — 2,390

Subtotal Niagen® Related 44,200 15,358 — 59,558

Other Ingredients — 430 — 430

Reference Standards — — 1,570 1,570

Services and Other — — 40 40

Subtotal Other Goods and Services — 430 1,610 2,040

Total Net Sales $ 44,200 $ 15,788 $ 1,610 $ 61,598

(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.

Disclosure of Major Customers

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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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

Major Customers 2026 2025 2026 2025

Customer A * 10.2 % * 12.7 %

* Represents less than 10%

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

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 March 31, 2026 At December 31, 2025

Major Customers At June 30, 2026 At December 31, 2025

Customer A 11.1 % *

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* Represents less than 10%

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.

As of June 30, 2026, the Company had total outstanding trade receivables of $ 8.6 million, with approximately 37.2 % of this total concentrated among two customers.

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

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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.

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

The Company's major classes of inventory and corresponding balances as of June 30, 2026 and December 31, 2025 are as follows:

(In thousands) June 30, 2026 December 31, 2025

Consumer Products - Finished Goods $ 5,675 $ 9,860

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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.

During the first quarter of 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.

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The Company leases office space facilities and a research and development laboratory under non-cancelable operating leases, with varying expirations extending through fiscal year 2035.

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

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

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

In June 2026, the Company entered into a new office lease for 10,564 rentable square feet in Los Angeles, California.

The lease has a contractual term of approximately 8 years and is scheduled to commence on April 1, 2027.

The Company may receive limited early access to the premises prior to the commencement date for move-in and related activities.

Because the lease had not commenced and the Company did not have the right to access or use the premises as of June 30, 2026, no right-of-use asset or lease liability has been recognized under ASC 842.

Operating Leases

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,

As of June 30, 2026 and December 31, 2025, the Company had ROU assets of $ 1.8 million and $ 2.2 million, respectively, and corresponding operating lease liabilities of $ 2.3 million and $ 2.8 million, respectively.

For the three and six months ended June 30, 2026 and 2025, the components of operating lease expense are as follows:

Three Months Ended June 30, Six Months Ended June 30,

(In thousands) 2026 2025 2026 2025

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Total expense $ 354 $ 318 $ 707 $ 638

(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 March 31, 2026

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

At June 30, 2026

Weighted-average remaining lease term (years), operating leases 3.1

Weighted-average discount rate, operating leases 7.6 %

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

Future minimum lease payments under operating leases as of June 30, 2026 are as follows:

Year (In thousands)

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

As of June 30, 2026, there were approximately 5.4 million remaining shares available for issuance under the 2017 Plan.

Options expire 10 years from the date of grant.

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General Vesting Conditions

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

Historically, the Company’s stock option 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 generally vest over four years at 25 % per year on the anniversary of the grant date.

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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 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.

The Company commenced its first offering period on January 1, 2026 with the first purchase occurring June 30, 2026.

On June 30, 2026, 26,000 shares were purchased under the ESPP at $ 2.71 per share, resulting in cash proceeds of approximately $ 0.1 million.

As of June 30, 2026, 624,000 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.

During the six months ended June 30, 2026, the Company repurchased 1,173,118 shares of its common stock for an aggregate purchase price of $ 5.1 million, which was recorded as a reduction of common stock and additional paid-in capital.

As of June 30, 2026, approximately $ 14.6 million remains available under the approved share repurchase program.

Niagen Bioscience, Inc.

2 unchanged sentences

Stock Options

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

The Company used the following weighted average assumptions for options granted during the six months ended June 30, 2026:

Weighted Average:

Three Months Ended March 31, 2026

Six Months Ended June 30, 2026

Expected term 5.6 years

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Service Period Based Stock Options

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

The following table summarizes activity of service period-based stock options during the six months ended June 30, 2026 :

Weighted Average

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Options Forfeited ( 181 ) 3.84

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.

Outstanding at June 30, 2026 9,991 $ 3.82 5.8 $ 5,260 *

Exercisable at June 30, 2026 7,624 $ 3.66 4.9 $ 4,545 *

*The aggregate intrinsic values in the table above are based on the Company’s stock price of $ 3.19 , which is the closing price of the Company’s stock on the last trading day for the period ended June 30, 2026.

Restricted Stock Units

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

The following table summarizes activity of RSUs during the six months ended June 30, 2026:

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

2 unchanged sentences

Forfeited ( 15 ) 1.54

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.

Unvested shares at June 30, 2026 83 $ 1.52

There were no activities related to restricted stock awards or market performance stock units during the six months ended June 30, 2026.

Niagen Bioscience, Inc.

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Total share-based compensation expense was as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In thousands) 2026 2025 2026 2025

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Total $ 1,723 $ 1,488 $ 3,439 $ 2,563

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.

As of June 30, 2026, the Company expects to recognize future share-based compensation expense of approximately $ 6.3 million related to unvested stock options, $ 0.1 million for unvested RSUs, and $ 2.6 million for unvested PSUs.

These expenses will be recognized over weighted-average years of approximately 2.5 for options, 0.7 for RSUs, and 2.8 for PSUs.

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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.

Pursuant to the Grace Supply Agreement, Grace supplies 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.

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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.

As of June 30, 2026, the Company is obligated to purchase approximately $ 20.5 million of NRCL through June 30, 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”).

In December 2025, the Company entered into an Assignment Agreement (the “Assignment Agreement”) with Queen’s University Belfast (“QUB”) pursuant to which it acquired certain patent rights and assumed fixed, unconditional payment obligations through 2038 (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.

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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.

As of June 30, 2026, the carrying value of the Deferred Consideration Obligation was $ 5.7 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.

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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 believes the government’s motion lacks merit and has opposed 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.

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

Elysium Health, Inc.

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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.

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

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.

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

The Federal Circuit has not yet scheduled oral argument.

The Federal Circuit heard the oral arguments on July 9, 2026, but no ruling has been made.

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

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

As of June 30, 2026, the Company has not recorded an accrual for this matter, as the ultimate resolution remains uncertain.

Niagen Bioscience, Inc.

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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.

Under the terms of the arrangement, the parties agreed to resolve previously withheld receivables totaling approximately $ 1.3 million, which were fully collected by the Company during the second quarter of 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.

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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.

Subsequent to June 30, 2026, the Company received the returned inventory from the retail partner and began shipping replacement products in accordance with the terms of the agreement.

The agreement also includes a limited ongoing obligation to provide replacement products for certain future customer returns and may give rise to obligations.

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

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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”).

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

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

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

Deferred Revenue - NHSc

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

Pursuant to the Supply Agreement, NHSc and its affiliates will exclusively purchase nicotinamide riboside chloride (NRCL) from the Company and NHSc and its affiliates will have the non-exclusive right to manufacture, market, distribute, and sell products using NRCL for human use in the (i) medical nutritional, (ii) functional food and beverage and (iii) multi-ingredient dietary supplements categories sold under one of the NHSc brands world-wide, but excluding certain countries and ingredient combinations.

The term of the Supply Agreement is five years , unless earlier terminated, and is subject to automatic extensions provided certain minimum purchases by NHSc are met.

On June 22, 2026, Thorne filed a petition for inter partes review (IPR2026-00400) with the U.S.

Patent Trial and Appeal Board (the "PTAB") challenging claims 1-12 and 21-35 of the “’506 Patent, which relates to methods of preparing nicotinamide riboside and its derivatives.

The petition asserts that the challenged claims are unpatentable based on certain prior art references and contends that the challenged claims are not entitled to the July 29, 2013 priority date identified on the face of the ’506 Patent.

The petition relates to the declaratory judgment action described above.

The Company intends to oppose institution of the proceeding, including by filing a discretionary denial brief and a patent owner preliminary response.

As of the date of this filing, the PTAB has not determined whether to institute inter partes review.

The Company intends to vigorously defend the validity of the ’506 Patent.

At this time, the Company is unable to predict the outcome of the proceeding or reasonably estimate the possible loss or range of loss, if any, associated with this matter.

Niagen Bioscience, Inc.

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Notes to the Unaudited Condensed Consolidated Financial Statements

(C) On May 28, 2026 and June 16, 2026, respectively, two putative class action complaints were filed against the Company and ChromaDex, Inc.

in the United States District Courts for the Central District of California and the Southern District of California alleging, among other things, that certain advertising and marketing claims relating to Tru Niagen® were false or misleading.

The complaints seek monetary and equitable relief on behalf of proposed nationwide and state classes under various consumer protection and related laws.

On July 17, 2026, the Court ordered the two cases be consolidated and ordered the plaintiffs to file an amended consolidated complaint on or before August 14, 2026.

The Company believes the claims are without merit and intends to vigorously defend against these actions.

At this early stage of both the proceedings, the Company is unable to reasonably estimate the possible loss or range of loss, if any, associated with these matters.

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

The Company will continue to monitor these matters and assess the need for any accrual or additional disclosure as the litigation progresses.

Deferred Revenue - NHSc

Pursuant to the Supply Agreement, NHSc and its affiliates will exclusively purchase NRCL from the Company and NHSc and its affiliates will have the non-exclusive right to manufacture, market, distribute, and sell products using NRCL for human use in the (i) medical nutritional, (ii) functional food and beverage and (iii) multi-ingredient dietary supplements categories sold under one of the NHSc brands world-wide, but excluding certain countries and ingredient combinations.

The term of the Supply Agreement is five years , unless earlier terminated, and is subject to automatic extensions provided certain minimum purchases by NHSc are met.

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

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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 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

The impact of the updated estimates on revenue recognized from deferred revenue for the three and six months ended June 30, 2026 and 2025 is as follows:

(In thousands) Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenue recognized (reversed) from deferred revenue $ 138 $ ( 95 ) $ 240 $ ( 95 )

The corresponding deferred revenue balance as of June 30, 2026 and December 31, 2025 is as follows:

(In thousands) June 30, 2026 December 31, 2025

Deferred revenue balance $ 2,434 $ 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