What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-04 compared with 2024-03-06 · 346 added, 355 removed, 785 unchanged (47% of the section changed)

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Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets at December 31, 2024 and December 31, 2023

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

ChromaDex Corporation

To the Shareholders and Board of Directors of ChromaDex Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of ChromaDex Corporation and Subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022 and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

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

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

Retrospective Application of a Change in Accounting Principle

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

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

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

Basis for Opinion

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

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

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

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

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

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

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

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

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

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

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

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

Accordingly, we express no such opinion.

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

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

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

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

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

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

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

Critical Audit Matters

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

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

We determined that there are no critical audit matters.

/s/ Crowe LLP

We have served as the Company’s auditor since 2024.

Costa Mesa, California

March 4, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of ChromaDex Corporation

Opinion on the Financial Statements

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

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

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

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

Those retrospective adjustments were audited by other auditors.

Basis for Opinion

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

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

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

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

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

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

Accordingly, we express no such opinion.

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

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

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

Critical Audit Matters

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

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/s/ Marcum LLP

We have served as the Company’s auditor since 2013.

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

March 6, 2024

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Trade receivables, net of allowances of $ 95 and $ 68 , respectively;

Including receivables from Related Party of $ 2.8 million and $ 3.1 million, respectively.

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

Inventories 9,192 14,525

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Total operating expenses 53,860 56,379

Operating loss ( 5,599 ) ( 18,628 )

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

Nonoperating income:

Other income, net - Employee Retention Tax Credit — 2,085

Interest income, net 1,129 661

Net loss $ ( 4,938 ) $ ( 16,540 )

Basic and diluted loss per common share attributable to ChromaDex Corporation $ ( 0.07 ) $ ( 0.24 )

Basic and diluted weighted average common shares outstanding 74,985 69,729

Income before provision for income taxes 8,855 ( 4,938 )

Provision for income taxes 305 0 —

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

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

Basic $ 0.11 $ ( 0.07 )

Diluted $ 0.11 $ ( 0.07 )

Weighted average common shares outstanding:

Basic 75,929 74,985

Diluted 78,125 74,985

See accompanying notes to consolidated financial statements.

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Balance, January 1, 2023 74,567 $ 74 $ 214,094 $ ( 185,493 ) $ ( 3 ) $ 28,672

Issuance of common stock, net of offering costs of $ 0.4 million

6,297 6 7,741 7,747

Issuance of restricted stock 414 1 — — — 1

Share-based compensation — — 4,751 — — 4,751

Adjustment to retained earnings:

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

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

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Issuance of restricted stock 271 — — — — —

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

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

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

Adjustment to retained earnings:

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

Net loss — — — ( 4,938 ) — ( 4,938 )

Net income — — — 8,550 — 8,550

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

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Cash Flows From Operating Activities

Net loss $ ( 4,938 ) $ ( 16,540 )

Adjustments to reconcile net loss to net cash used in operating activities:

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

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

Depreciation of leasehold improvements and equipment 663 870

Amortization of intangibles 151 158

Amortization of right of use assets 677 829

Noncash lease expense 670 677

Share-based compensation expense 3,656 4,751

(Gain) Loss on sale or disposal of leasehold improvements and equipment ( 5 ) 7

Provision for doubtful trade receivables 964 63

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

Allowance for (Recovery of) credit losses ( 1,255 ) 964

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

Loss from impairment of intangibles — 3

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Operating lease liabilities ( 615 ) ( 519 )

Net cash provided by (used in) operating activities 7,117 ( 15,098 )

Net cash provided by operating activities 12,109 7,117

Cash Flows From Investing Activities

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Cash Flows From Financing Activities

Proceeds from issuance of common stock, net — 7,747

Proceeds from exercise of stock options 5,432 —

Payment of debt issuance costs ( 52 ) ( 75 )

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

Net increase (decrease) in cash and cash equivalents 6,884 ( 7,778 )

Net increase in cash and cash equivalents 17,335 6,884

Cash and cash equivalents, including restricted cash of $ 152 for both periods - beginning of year

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

Supplemental Schedule of Noncash Investing Activity

Financing lease obligation incurred for computer equipment and software $ — $ 34

See accompanying notes to consolidated financial statements.

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Nature of Business

ChromaDex Corporation and its wholly owned subsidiaries, ChromaDex, Inc., ChromaDex International, Inc., ChromaDex Analytics, Inc., ChromaDex Asia Limited, Asia Pacific Scientific, Inc., ChromaDex Europa B.V.

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

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

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

ChromaDex is the innovator behind the NAD+ precursor nicotinamide riboside (NR), commercialized as the flagship ingredient Niagen®.

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

The Company delivers Niagen® as the sole active ingredient in its consumer product Tru Niagen®.

The Company further develops and commercializes proprietary-based ingredient technologies and supplies these ingredients as raw materials to the manufacturers of consumer products.

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

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

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

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

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

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

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

FDA-registered 503B outsourcing facilities, respectively.

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

Summary of Significant Accounting Policies

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As of December 31, 2024 and 2023, the Company held deferred revenue balances of $ 2.6 million and $ 3.3 million, respectively.

The Company may periodically enter into bill-and-hold arrangements upon request by certain customers according to the terms in the contract.

Under the terms, the customer makes a fixed commitment to purchase the Company’s goods, however the customer delays the physical transfer of the goods until a later date.

In such instances, revenue is recognized when a customer obtains control of the promised goods and the Company has satisfied all of its performance obligations.

The Company considers indicators of the transfer of control, which include, but are not limited to, the following:

(i) the Company has a present right to payment for the asset, (ii) the customer has legal title to the asset, (iii) the Company has transferred physical possession of the asset, (iv) the customer has the significant risks and rewards of ownership of the asset and (v) the customer has accepted the asset.

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

In addition, all of the following criteria in a bill-and-hold arrangement must be met to further indicate a customer has obtained control of the goods:

(i) the reason for the bill-and-hold arrangement must be substantive, (ii) the requested goods must be identified separately as belonging to the customer, (iii) the requested goods must be ready for physical transfer to the customer, and (iv) the Company cannot have the ability to use the goods or direct the goods to another customer.

The Company recognized no revenue under bill-and-hold arrangements during the year ended December 31, 2023.

The Company recognized $ 1.7 million revenue under bill-and-hold arrangements during the year ended December 31, 2022.

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

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Shipping and handling fees billed $ 642 $ 567

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

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

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All highly liquid interest-bearing investments with short terms are classified as cash equivalents.

The Company’s investments primarily include investments in money market funds managed by banks and low-risk, fixed-income investments with maturities of three months or less when purchased.

The Company’s investments primarily include investments in money market funds managed by banks.

The carrying value of these cash equivalents approximate their fair value.

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Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash and cash equivalents and trade receivables.

Cash and cash equivalents, consist of bank deposits and short-term investments, including low-risk, fixed-income investments and highly liquid investment-grade debt instruments with an original maturity of three months or less.

Cash and cash equivalents, consist of bank deposits and money market funds managed by banks .

The Company maintains several bank accounts for its operations primarily at three financial institutions in the U.S.

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

Management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which these deposits are held.

Notably, the Company engages in a sweep service with the U.S.

institution holding the largest portion of the Company's funds.

This service conducts nightly transfers, ensuring that the Company's cash balances exceeding the FDIC limit are judiciously distributed to other reputable banking partners.

These transfers are strategically executed in amounts below the FDIC threshold, thereby optimizing the Company's cash balance protection.

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

bank accounts.

All uninsured bank deposits are held at high quality credit institutions and management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions.

The Company’s trade receivables are derived from sales to its customers.

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The Company, however, may from time-to-time incur credit losses due to bankruptcy or other failures from its customers to pay.

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Inventories :

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

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

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

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

Advertising expense for the years ended December 31, 2023 and 2022 were approximately $ 10.3 million and $ 11.4 million, respectively.

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Advertising expense for the years ended December 31, 2024 and 2023 was approximately $ 11.1 million and $ 10.3 million, respectively, recorded within sales and marketing in the Company’s Consolidated Statements of Operations.

Share-based Compensation :

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107 simplified method for “plain vanilla” options with following characteristics:

(i) the share options are granted at the market price on the grant date;

(i) the share options are granted price on the grant date;

(ii) exercisability is conditional on performing service through the vesting date on most options;

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

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

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

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The fair value of the Company’s financial instruments that are included in current assets and current liabilities approximates their carrying value due to their short-term nature.

The carrying amounts reported in the balance sheet for capital lease obligations are present values of the obligations, excluding the interest portion.

The carrying amounts reported in the balance sheet for finance lease obligations are present values of the obligations, excluding the interest portion.

Loss and Gain Contingencies:

The Company is periodically involved in routine litigation.

As of the date the financial statements are issued, certain unresolved litigation matters may result in a loss or gain, depending on the occurrence or non-occurrence of future events.

Management and legal counsel evaluate these matters to assess potential contingent liabilities and contingent gains.

Loss Contingencies - The Company continuously reviews pending litigation matters and assesses whether developments require updates to prior disclosures or previously recognized liabilities.

If it is probable that a material loss has been incurred and the amount can be reasonably estimated, the Company accrues the estimated liability in its financial statements.

If a potential material loss is reasonably possible but not probable, or if it is probable but cannot be reasonably estimated, the Company discloses the nature of the contingency and, if determinable and material, an estimate of the possible loss range.

Assessing the likelihood and amount of potential losses requires significant judgment.

If actual outcomes exceed management’s estimates, the Company’s financial condition and results of operations could be materially adversely affected.

Gain Contingencies - Potential litigation settlement gains are considered gain contingencies and are not recognized in the financial statements until they are realized.

A gain is considered realized when the Company receives cash or readily convertible assets.

For further information on litigation matters, see Note 16, Commitments and Contingencies — Legal Proceedings .

Recent Accounting Standards Adopted by the Company:

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments - Credit Losses (Topic ASC 326):

Measurement of Credit Losses on Financial Instruments.

The standard’s main goal is to improve financial reporting by requiring earlier recognition of credit losses on financing receivables and other financial assets in scope.

The new guidance represents significant changes to accounting for credit losses:

(i) full lifetime expected credit losses will be recognized upon initial recognition of an asset in scope;

(ii) the current incurred loss impairment model that recognizes losses when a probable threshold is met will be replaced with the expected credit loss impairment method without recognition threshold;

and (iii) the expected credit losses estimate will be based upon historical information, current conditions, and reasonable and supportable forecasts.

ASU 2016-13 introduces two distinctive credit loss impairment models:

(i) current expected credit loss impairment model (Subtopic 326-20) applicable to financial assets measured at amortized cost;

and (ii) available-for-sale debt securities impairment model (Subtopic 326-30).

The Company adopted this standard on January 1, 2023 using the modified retrospective method resulting in an adjustment to the opening balance of retained earnings of $ 29,000 .

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

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

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

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

The adoption of ASU 2023-07 did not have a material impact on the Company’s results.

ChromaDex Corporation and Subsidiaries

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

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

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

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

Early adoption is permitted and the amendments in this update are required to be applied on a retrospective basis.

The Company is currently evaluating the impact that the adoption of ASU 2023-07 may have on its consolidated financial statements and disclosures.

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

Improvements to Income Tax Disclosures".

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

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

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

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

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

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

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

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

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

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

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

Early adoption is permitted and is effective on either a prospective basis or retrospective basis.

The Company is currently evaluating the impact of this standard.

Evaluation of Ability to Maintain Current Level of Operations

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

For the year ended December 31, 2023, the Company incurred a net loss of approximately $ 4.9 million, however, during the same period the Company’s operating activities provided cash of $ 7.1 million.

As of December 31, 2023, the Company had unrestricted cash and cash equivalents of $ 27.2 million which consists of bank deposits and short-term investments, including highly liquid investment-grade debt instruments with an original maturity of three months or less.

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

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

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

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Notes to the Consolidated Financial Statements

Loss Per Share Applicable to Common Stockholders

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

Income (Loss) Per Share Applicable to Common Stockholders

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

Year Ended December 31,

(In thousands, except per share data) 2024 2023

Net loss $ ( 4,938 ) $ ( 16,540 )

Basic and diluted loss per common share $ ( 0.07 ) $ ( 0.24 )

Basic and diluted weighted average common shares outstanding (1):

74,985 69,729

Potentially dilutive securities (2):

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

Weighted average common shares outstanding for basic earnings per share (1) 75,929 74,985

incremental shares from assumed exercise of options and assumed vesting of restricted stock (2) 2,196 —

Adjusted weighted average common shares outstanding for diluted earnings per share 78,125 74,985

Earnings (Loss) Per Share:

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

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

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

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

Year Ended December 31,

(In thousands) 2024 2023

Stock options 4,087 11,622

Restricted stock units — 589

(1) Includes a weighted average of approximately 174,000 and 183,000 nonvested shares of restricted stock for the years ended December 31, 2023 and 2022, respectively, which are participating securities that feature voting and dividend rights.

(2) Excluded from the computation of loss per share as their impact is antidilutive.

Business Segments and Concentrations

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• Consumer Products segment:

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

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

• Ingredients segment :

develops and commercializes proprietary-based ingredient technologies and supplies these ingredients as raw materials to the manufacturers of consumer products;

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

FDA-registered 503B outsourcing facilities, respectively;

• Analytical Reference Standards and Services segment:

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

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

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

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

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

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

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

Operating expenses:

Sales and marketing:

Advertising 11,102 — — — 11,102

Marketing 8,346 195 4 — 8,545

Selling 9,285 40 497 — 9,822

Research and development 4,782 1,234 — — 6,016

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Cost of sales 24,755 4,980 3,055 — 32,790

Gross profit 38,384 4,271 142 — 42,797

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

Operating expenses:

Sales and marketing:

Advertising 10,259 — — — 10,259

Marketing 7,354 — 10 — 7,364

Selling 8,401 52 362 — 8,815

Research and development 4,273 685 — — 4,958

2 unchanged sentences

Operating income (loss) $ 14,486 $ 5,420 $ ( 522 ) $ ( 24,983 ) $ ( 5,599 )

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Disaggregation of revenue

7 unchanged sentences

Tru Niagen®, Consumer Product $ 76,772 $ — $ — $ 76,772

Niagen® Ingredient — 10,550 — 10,550

Food-grade Niagen®

— 17,540 — 17,540

Pharmaceutical-grade Niagen®

— 1,700 — 1,700

Subtotal Niagen® Related 76,772 19,240 — 96,012

4 unchanged sentences

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

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Year Ended December 31, 2023 Consumer

4 unchanged sentences

Tru Niagen®, Consumer Product $ 69,528 $ — $ — $ 69,528

Niagen® Ingredient — 8,280 — 8,280

Food-grade Niagen® — 10,550 — 10,550

Pharmaceutical-grade Niagen® — — — —

Subtotal Niagen® Related 69,528 10,550 — 80,078

15 unchanged sentences

Total net sales from international sources $ 24.3 $ 25.0

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Long-lived assets

6 unchanged sentences

Major Customers 2024 2023

Watson Group - Related Party 15.4 % 13.9 %

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Watson Group (1) 12.5 % 15.4 %

Life Extension 11.7 % *

* Represents less than 10%

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

See Note 6, Related Party Transactions for further details.

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

1 unchanged sentence

Major Customers 2024 2023

Watson Group - Related Party 52.7 % 36.6 %

Nestlé (NHSc) * 23.6 %

Watson Group (1) 47.6 % 52.7 %

Life Extension * 16.1 %

Amazon Marketplaces 14.3 % 12.2 %

Wells Pharma of Houston 10.3 % *

* Represents less than 10%

During the year ended December 31, 2023, the Company recorded an allowance for doubtful trade receivables of approximately $ 964,000 .

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

See Note 6, Related Party Transactions for further details.

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

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

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

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

See Note 16, Commitments and Contingencies — Legal Proceedings, 1.

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

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

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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.

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Disclosure of major vendor

2 unchanged sentences

Vendor A 47.2 % 64.3 %

Additionally, the Company has an exclusive manufacturer for the supply of NR, W.R.

Effective November 2, 2023, the Company entered into a Ninth Amendment to the Manufacturing and Supply Agreement (the "Grace Manufacturing Agreement"), initially effective in January 2016.

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

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

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

In December 2023, the Company and Grace executed a Limited Licensing Agreement.

Pursuant to this agreement, the Company is authorized to procure NR supply from a designated third party in explicitly defined quantities for purchase in 2024.

Any acquisitions of NR within the stipulated quantity from this third-party source will result in a corresponding reduction of the minimum purchase commitment quantities that the Company has established directly with Grace for the same specific period.

Additionally, the Company has entered into a manufacturing and supply agreement with the aforementioned third party, committing to the purchase of the full allowable amount during the specified period.

Pursuant to the Ninth Amendment and the manufacturing and supply agreement with the aforementioned third party, the Company is committed to purchase approximately $ 15.9 million of total inventory between January 1, 2024 and December 31, 2024, which is the only future purchase commitment with Grace and the third-party.

The Grace Manufacturing Agreement is set to expire on December 31, 2024, subject to potential renewal, the terms of which will be negotiated by both parties.

Pursuant to the Tenth Amendment and the manufacturing and supply agreement with the aforementioned third party, the Company is committed to purchase approximately $ 4.8 million of total inventory between January 1, 2025 and March 31, 2025.

The Grace Manufacturing Agreement is set to expire on March 31, 2025, subject to further renewal of the Agreement to be negotiated by the parties.

Additionally, under the Tenth Amendment, the Company and Grace maintain a binding six-month rolling forecast, which is updated monthly.

As of December 31, 2024, this forecast obligates the Company to purchase approximately $ 11.2 million of total inventory between January 1, 2025 and June 30, 2025.

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

Risk Factors of this Annual Report on Form 10-K, "We rely on a single supplier, W.R.

Grace, for NR and a limited number of third-party suppliers for the raw materials required to produce our products."

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Grace, for NRC and a limited number of third-party suppliers for the raw materials required to produce our products."

Related Party Transactions

Watson Group is a related party through common ownership of an enterprise that beneficially owns more than 10% of the common stock of the Company.

Prior to August 20, 2024, A.S.

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

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

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

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

3 unchanged sentences

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

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

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

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

Watson Group.

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

6 unchanged sentences

Inventories $ 9,192 $ 14,525

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Intangible Assets, Net

9 unchanged sentences

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

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

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

(In thousands)

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Leasehold Improvements and Equipment, Net

13 unchanged sentences

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

During the years ended December 31, 2023 and 2022, the Company sold or disposed of certain leasehold improvements and equipment resulting in a gain of $ 5,000 and a loss of $ 7,000 , respectively.

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

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

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

Operating Leases

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

The Company leases office space facilities and a research and development laboratory under non-cancelable operating leases with varying expirations extending through fiscal year 2029.

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

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

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

13 unchanged sentences

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

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

As of December 31, 2024, the weighted average remaining lease term for operating leases is 3.3 years and the weighted average discount rate used to determine the operating lease liabilities is 7.1 %.

1 unchanged sentence

(In thousands)

Thereafter 30

Present value discount ( 275 )

2 unchanged sentences

Long-term obligations under operating leases $ 1,657

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Share-Based Compensation

42 unchanged sentences

For performance criteria met, the applicable stock options vested and expense was recognized.

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

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

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

10 unchanged sentences

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

*The aggregate intrinsic values in the table above are based on the Company’s stock price of $ 1.43 , which is the closing price of the Company’s stock on the last day of business for the year ended December 31, 2023.

ChromaDex Corporation and Subsidiaries

34 unchanged sentences

Unvested shares at December 31, 2022 183 $ 3.25

Vested ( 16 ) 4

Forfeited — —

Unvested shares at December 31, 2023 167 $ 3.15

Vested ( 16 ) 4.23

Forfeited — —

13 unchanged sentences

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

The Company also has total unrecognized share-based compensation expense of $ 1.0 million pertaining to the Joint Venture.

Such expense will only be recognized if Blue Hat Registration is achieved, the timing of which is uncertain as of December 31, 2023.

See Note 15, Joint Venture for further discussion.

ChromaDex Corporation and Subsidiaries

10 unchanged sentences

agreement utilizing the output method.

The Company initially recorded $ 5.0 million in deferred revenue under the original agreement, which was received in connection with an upfront payment and a product launch fee.

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

4 unchanged sentences

Deferred revenue balance $ 2,579 $ 3,311

The provision for income taxes for the years ended December 31, 2024 and 2023 is summarized as follows:

Year Ended December 31,

(In thousands) 2024 2023

Federal $ — $ —

Total $ 305 $ —

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

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

7 unchanged sentences

Change in valuation allowance 23.9 2.7

Federal to state differences ( 1.7 ) —

Other ( 0.5 ) 0.3

Effective tax rate ( 3.5 ) % 0.0 %

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

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

3 unchanged sentences

Stock options and restricted stock 3,849 4,484

Interest expense — 258

Inventory reserve 185 343

13 unchanged sentences

Net deferred tax assets (liabilities) $ — $ —

As of December 31, 2023 and 2022, the Company maintained a full valuation allowance against the entire deferred income tax balance which resulted in an effective tax rate of 0 % for both of the years ended December 31, 2023, and 2022.

The Company increased its valuation allowance by approximately $ 0.1 million to $ 46.4 million as of December 31, 2023 from $ 46.3 million as of December 31, 2022.

For fiscal year 2023, the Company identified $ 0.1 million in U.S.

For the year ended December 31, 2024, the Company’s effective tax rate was 3.5 %.

The Company reduced its valuation allowance by approximately $ 2.1 million, to $ 44.3 million as of December 31, 2024 from $ 46.4 million as of December 31, 2023.

For the year ended December 31, 2023, the Company maintained a full valuation allowance against the entire deferred income tax balance which resulted in an effective tax rate of 0 %.

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

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

As of December 31, 2023, the Company’s net operating loss (NOL) carryforwards for federal and state income tax purposes are approximately $ 139.8 million and $ 114.4 million, respectively, portions of which were reduced in the year ending December 31, 2023 for both federal and state.

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

As of December 31, 2024, the Company’s net operating loss (NOL) carryforwards for federal and state income tax purposes are approximately $ 133.3 million and $ 107.9 million, respectively, portions of which were reduced in the year ended December 31, 2024 for both federal and state.

During the year ended December 31, 2024, $ 7.6 million of federal NOL carryforwards and $ 1.7 million of state NOL carryforwards were reduced against taxable income.

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

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic.

The CARES Act, among other provisions, increases the limitation on the allowed business interest expense deduction from 30% to 50% of adjusted taxable income for tax years beginning January 1, 2019 and 2020 and allows businesses to immediately expense the full cost of Qualified Improvement Property, retroactive to tax years beginning on or after January 1, 2018.

Additionally, the CARES Act permits NOL carryforwards and carrybacks to offset 100% of taxable income for taxable years beginning before 2021.

In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes.

The CARES Act has not materially impacted the Company’s income tax provision.

Under the Internal Revenue Code of 1986, as amended (the Code), certain ownership changes may subject the Company to annual limitations on the utilization of its net operating loss carryforwards.

The Company determined that stock issued during fiscal year 2023 did not create a change in control under the Section 382 of the Code.

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

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

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

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

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

To the extent the Company’s use of NOL carryforwards and associated built-in losses is significantly limited in the future due to additional changes in stock ownership, the Company’s income could be subject to U.S.

corporate income tax earlier than it would if the Company were able to use NOL carryforwards and built-in losses without such annual limitation, which could result in lower profits and the loss of the majority of the benefits from these attributes.

During the first quarter of 2024, the Company was notified that it was selected for examination by the IRS for its federal income tax return for the fiscal year 2021 period.

The examination was completed in the third quarter of 2024, with no changes recommended.

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

7 unchanged sentences

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

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

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

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

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

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

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

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

3 unchanged sentences

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

As the Company had no borrowings under the line of credit as of December 31, 2023, the Company was not subject to the covenants of this agreement.

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

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Debt Issuance Costs

8 unchanged sentences

(ATM Facility).

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

Riley Securities, Inc.

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

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

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

As of December 31, 2024, approximately $ 47.8 million remains available under the ATM Facility.

The Company’s potential use of the ATM facility is subject to the satisfaction of various conditions in the ATM Facility agreement as well as market conditions.

As a result, the Company’s ability to rely on the ATM Facility to raise liquidity is limited to a material extent.

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

As a result, the Company’s ability to rely on the ATM Facility to raise liquidity is limited.

Joint Venture

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

(the “Joint Venture” or “JV”) and the Company shall pay $ 1.0 million in cash to Taikuk (the “Taikuk Fee”) upon the closing of the Shareholders Agreement (the “Closing”).

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

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

(the “Joint Venture” or “JV”).

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

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

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

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

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

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

The Company indirectly owns an 89 % equity interest (and all of the voting interests) in the JV and has the right to elect all three directors of the JV.

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

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

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

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

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

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

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

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

The equity interest will only vest if Blue Hat Registration is achieved, at which time the minority interest will be recorded.

As of December 31, 2023, it remains uncertain when Blue Hat Registration will be achieved.

Consequently, no amounts related to the Blue Hat Registration Fee or the 11 % non-voting interest have been recognized in the Consolidated Statements of Operations for the years ended December 31, 2023 and December 31, 2022.

The fair value of the 11 % non-voting interest and corresponding share-based compensation expense of $ 1.0 million was determined as of the grant date of September 30, 2022 and based on a discounted cash flow model, which utilizes Level 3, or unobservable, inputs.

The most significant of these inputs were the combined weighted averages of the a) discount rate at 27.5 %, b) present value of estimated future cash flows of $ 3.9 million and c) the present value of the terminal value at $ 5.6 million.

Once Blue Hat Registration is complete and certain distribution agreements relating to the commercialization of the Products in the Territory are assigned and entered into (the “Distribution Agreements”), Taikuk would be entitled to certain royalty payments based on the Company’s and the JV’s net revenue for sales of the Products in the Territory under the Distribution Agreements.

During the years ended December 31, 2023 and December 31, 2022, operating activity under the JV was not material .

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

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

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

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

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

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Commitments and Contingencies

4 unchanged sentences

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

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Future minimum payments under inventory purchase obligations as of December 31, 2024 are as follows:

4 unchanged sentences

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

Total royalty expenses including license maintenance fees for the years ended December 31, 2023 and 2022 were approximately $ 2.1 million and $ 2.0 million, respectively, under these agreements.

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

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

patents (the “Dartmouth Patents”).

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

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

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

On November 21, 2024, the Appeal Bond was secured through a letter of credit issued on behalf of the Company, which was supported by the Company's line of credit.

See Note 14, Line of Credit and Other Available Sources of Financing for more information regarding the letter of credit issuance and its connection to the line of credit.

As a result, for the year ended December 31, 2024, the Company reversed $ 3.5 million of previously accrued royalties, license fees, and maintenance expenses under accrued expenses in its Consolidated Balance Sheets and recorded a reduction in royalty expense, license fees, and maintenance expenses in general and administrative expenses in its Consolidated Statements of Operations.

For information regarding the Delaware patent infringement case against Elysium Health, Inc.

see Legal Proceedings below.

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

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

As of December 31, 2024, future minimum royalties including license maintenance fees for the next five years are as follows:

13 unchanged sentences

Discovery closed on August 9, 2019.

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

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

The parties filed opposition briefs on August 28, 2019, and reply briefs on September 4, 2019.

On October 9, 2019, among other things, the court vacated the previously scheduled trial date, ordered supplemental briefing with respect to certain issues related to summary judgment.

Elysium filed its opening supplemental brief on October 30, 2019, ChromaDex filed its opening supplemental brief on November 18, 2019, and Elysium filed a reply brief on November 27, 2019, and the court heard argument on January 13, 2020.

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

On ChromaDex’s motion, the court granted summary judgment in favor of ChromaDex on Elysium’s counterclaims for (i) breach of contract related to manufacturing Niagen® according to the defined standard, selling Niagen® and ingredients that are substantially similar to pterostilbene to other customers, distributing the Niagen® product specifications, and failing to provide information concerning the quality and identity of Niagen®, and (ii) breach of the implied covenant of good faith and fair dealing.

The court denied summary judgment on Elysium’s counterclaims for (i) fraudulent inducement of the Trademark License and Royalty Agreement, dated February 3, 2014, by and between ChromaDex and Elysium (License Agreement), (ii) patent misuse, and (iii) unjust enrichment.

On Elysium’s motion, the court granted summary judgment in favor of Elysium on ChromaDex’s claim for damages related to $ 110,000 in avoided costs arising from documents that Elysium used in violation of the Supply Agreement, dated February 3, 2014, by and between ChromaDex and Elysium, as amended (Niagen® Supply Agreement).

The court denied summary judgment on Elysium’s counterclaim for breach of contract related to certain refunds or credits to Elysium.

The court also denied summary judgment on ChromaDex’s breach of contract claim against Morris and claims for disgorgement of $ 8.3 million in Elysium’s resale profits, $ 600,000 for a price discount received by Elysium, and $ 684,781 in Morris’s compensation.

Following the court’s January 16, 2020 order, ChromaDex’s claims asserted in the California Action, among other allegations, were that (i) Elysium breached the Supply Agreement, dated June 26, 2014, by and between ChromaDex and Elysium (pTeroPure® Supply Agreement), by failing to make payments to ChromaDex for purchases of pTeroPure® and by improper disclosure of confidential ChromaDex information pursuant to the pTeroPure® Supply Agreement, (ii) Elysium breached the Niagen® Supply Agreement, by failing to make payments to ChromaDex for purchases of Niagen®, (iii) Defendants willfully and maliciously misappropriated ChromaDex trade secrets concerning its ingredient sales business under both the California Uniform Trade Secrets Act and the Federal Defend Trade Secrets Act, (iv) Morris breached two confidentiality agreements he signed by improperly stealing confidential ChromaDex documents and information, (v) Morris breached his fiduciary duty to ChromaDex by lying to and competing with ChromaDex while still employed there, and (vi) Elysium aided and abetted Morris’s breach of fiduciary duty.

ChromaDex sought damages and interest for Elysium’s alleged breaches of the Niagen® Supply Agreement and pTeroPure® Supply Agreement and Morris’s alleged breaches of his confidentiality agreements, compensatory damages and interest, punitive damages, injunctive relief, and attorney’s fees for Defendants’ alleged willful and malicious misappropriation of ChromaDex’s trade secrets, and compensatory damages and interest, disgorgement of all benefits received, and punitive damages for Morris’s alleged breach of his fiduciary duty and Elysium’s aiding and abetting of that alleged breach.

Elysium’s claims alleged in the California Action were that (i) ChromaDex breached the Niagen® Supply Agreement by not issuing certain refunds or credits to Elysium, (ii) ChromaDex fraudulently induced Elysium into entering into the License Agreement, (iv) ChromaDex’s conduct constitutes misuse of its patent rights, and (v) ChromaDex was unjustly enriched by the royalties Elysium paid pursuant to the License Agreement.

Elysium sought damages for ChromaDex’s alleged breaches of the Niagen® Supply Agreement, and compensatory damages, punitive damages, and/or rescission of the License Agreement and restitution of any royalty payments conveyed by Elysium pursuant to the License Agreement, and a declaratory judgment that ChromaDex has engaged in patent misuse.

On January 17, 2020, Elysium moved to substitute its counsel.

The same day, the court ordered hearing on that motion for January 21, 2020, and granted Elysium’s motion at the hearing.

On January 23, 2020, the court issued a scheduling order that, among other things, set trial on the remaining claims to begin on May 12, 2020.

On March 19, 2020, in light of the global 2019 coronavirus disease ("COVID-19" or "COVID") pandemic and ongoing private mediation efforts, the parties jointly stipulated to adjourn the trial date.

The court vacated the trial date on March 20, 2020.

The court held a telephonic status conference on June 9, 2020, during which the court indicated that it will reschedule the jury trial as soon as conditions permit.

On November 4, 2020, the parties submitted a joint status report indicating that they will propose a new trial date as soon as the court announces that it will resume jury trials.

ChromaDex sought damages, interest, and other relief.

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

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

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

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

On December 11, 2020, Elysium filed a “Notice of Correction of Depositions” related to the depositions of its chief executive officer, Eric Marcotulli, and chief operating officer, Daniel Alminana, both taken in March 2019.

On March 8, 2021, based in part on information that Elysium submitted under seal with that notice, ChromaDex filed a motion for sanctions or, in the alternative, reconsideration of the court’s January 16, 2020 order regarding summary judgment, in which ChromaDex moved to dismiss Elysium’s third, fourth, and fifth counterclaims.

Elysium’s opposition brief was filed on March 22, 2021.

ChromaDex filed its reply brief on March 29, 2021.

On April 27, 2021, the court denied ChromaDex, Inc’s motion for terminating sanctions, but concluded that the evidence at issue in the motion will be admissible at trial.

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

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

Elysium’s opposition brief was filed on January 24, 2022, and ChromaDex, Inc.’s reply brief was filed on January 31, 2022.

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

On February 18, 2022, ChromaDex, Inc.

and Elysium jointly filed a notice informing the court that ChromaDex, Inc.

had filed in the U.S.

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

and Elysium that ChromaDex, Inc.

asserts would materially affect the California Action.

On April 22, 2022, ChromaDex, Inc.

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

On April 29, 2022, ChromaDex, Inc.

filed a notice informing the court that the SDNY Court had dismissed the SDNY action with prejudice pursuant to the settlement agreement.

On August 22, 2022, ChromaDex, Inc.

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

Elysium’s opposition brief was filed on August 29, 2022, and ChromaDex, Inc.’s reply brief was filed on September 2, 2022.

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

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

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

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

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

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

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

On June 16, 2023, ChromaDex, Elysium, and Mark Morris filed a joint status report and stipulation informing the court that the U.S.

Court of Appeals for the Federal Circuit had issued its mandate in the Federal Circuit Appeal and requesting the court continue the stay of the California Action until August 22, 2023, in order to allow the parties in the Federal Circuit Appeal the opportunity to file a petition for a writ of certiorari in the Supreme Court.

On June 20, 2023, the court approved the joint stipulation and continued the stay until August 22, 2023.

On August 14, 2023, at the request of the parties, the court further continued the stay until September 21, 2023.

On September 15, 2023, ChromaDex, Elysium, and Mark Morris filed a joint status report and stipulation informing the court that ChromaDex and the Trustees of Dartmouth College had filed a petition for writ of certiorari in the Supreme Court and requesting the court continue the stay pending the Supreme Court’s decision on the petition.

On September 15, 2023, the court approved the joint stipulation and continued the stay pending the Supreme Court’s decision on the petition.

On November 15, 2023, ChromaDex, Elysium, and Mark Morris filed a joint status report and stipulation informing the court that the U.S.

Court of Appeals for the Second Circuit, in a case captioned In re Elysium-ChromaDex Litigation, No.

22-1059 (the “Second Circuit Appeal”), had affirmed the order by the SDNY Court granting ChromaDex’s motion to enforce the settlement agreement and requesting that the court continue the stay of the California Action until February 23, 2024, in order to allow the parties in the Second Circuit Appeal the opportunity to file a petition for a writ of certiorari in the Supreme Court.

On November 16, 2023, the court approved the joint stipulation and continued the stay until February 23, 2024.

The California Action remained stayed until early 2024.

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

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

ChromaDex must file its opening brief no later than April 26, 2024.

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

(B) Southern District of New York Action

On September 27, 2017, Elysium Health Inc.

(Elysium Health) filed a complaint in the United States District Court for the Southern District of New York, against ChromaDex (Elysium SDNY Complaint).

Elysium Health alleged in the Elysium SDNY Complaint that ChromaDex made false and misleading statements in a citizen petition to the Food and Drug Administration it filed on or about August 18, 2017.

Among other allegations, Elysium Health averred that the citizen petition made Elysium Health’s product appear dangerous, while casting ChromaDex’s own product as safe.

The Elysium SDNY Complaint asserted four claims for relief:

(i) false advertising under the Lanham Act, 15 U.S.C.

(ii) trade libel;

(iii) deceptive business practices under New York General Business Law § 349;

and (iv) tortious interference with prospective economic relations.

On October 26, 2017, ChromaDex moved to dismiss the Elysium SDNY Complaint on the grounds that, inter alia, its statements in the citizen petition are immune from liability under the Noerr-Pennington Doctrine, the litigation privilege, and New York’s Anti-SLAPP statute, and that the Elysium SDNY Complaint failed to state a claim.

Elysium Health opposed the motion on November 2, 2017.

ChromaDex filed its reply on November 9, 2017.

On October 26, 2017, ChromaDex filed a complaint in the United States District Court for the Southern District of New York against Elysium Health (ChromaDex SDNY Complaint).

ChromaDex alleges that Elysium Health made material false and misleading statements to consumers in the promotion, marketing, and sale of its health supplement product, Basis, and asserts five claims for relief:

(i) false advertising under the Lanham Act, 15 U.S.C.

(ii) unfair competition under 15 U.S.C.

(iii) deceptive practices under New York General Business Law § 349;

(iv) deceptive practices under New York General Business Law § 350;

and (v) tortious interference with prospective economic advantage.

On November 16, 2017, Elysium Health moved to dismiss for failure to state a claim.

ChromaDex opposed the motion on November 30, 2017 and Elysium Health filed a reply on December 7, 2017.

On November 3, 2017, the Court consolidated the Elysium SDNY Complaint and the ChromaDex SDNY Complaint actions under the caption In re Elysium Health-ChromaDex Litigation, 17-cv-7394, and stayed discovery in the consolidated action pending a Court-ordered mediation.

The mediation was unsuccessful.

On September 27, 2018, the Court issued a combined ruling on both parties’ motions to dismiss.

For ChromaDex’s motion to dismiss, the Court converted the part of the motion on the issue of whether the citizen petition is immune under the Noerr-Pennington Doctrine into a motion for summary judgment, and requested supplemental evidence from both parties, which were submitted on October 29, 2018.

The Court otherwise denied the motion to dismiss.

On January 3, 2019, the Court granted ChromaDex’s motion for summary judgment under the Noerr-Pennington Doctrine and dismissed all claims in the Elysium SDNY Complaint.

Elysium moved for reconsideration on January 17, 2019.

The Court denied Elysium’s motion for reconsideration on February 6, 2019, and issued an amended final order granting ChromaDex’s motion for summary judgment on February 7, 2019.

The Court granted in part and denied in part Elysium’s motion to dismiss, sustaining three grounds for ChromaDex’s Lanham Act claims while dismissing two others, sustaining the claim under New York General Business Law § 349, and dismissing the claims under New York General Business Law § 350 and for tortious interference.

Elysium filed an answer and counterclaims on October 10, 2018, alleging claims for (i) false advertising under the Lanham Act, 15 U.S.C.

(ii) unfair competition under 15 U.S.C.

and (iii) deceptive practices under New York General Business Law § 349.

ChromaDex answered Elysium’s counterclaims on November 2, 2018.

ChromaDex filed an amended complaint on March 27, 2019, adding new claims against Elysium Health for false advertising and unfair competition under the Lanham Act, 15 U.S.C.

On April 10, 2019, Elysium Health answered the amended complaint and filed amended counterclaims, also adding new claims against ChromaDex for false advertising and unfair competition under the Lanham Act, 15 U.S.C.

On July 1, 2019, Elysium Health filed further amended counterclaims, adding new claims under the Copyright Act §§ 106 & 501.

On February 9, 2020, ChromaDex filed a motion for leave to amend its complaint to add additional claims against Elysium Health for false advertising and unfair competition.

On February 10, 2020, Elysium Health filed a motion for leave to amend its counterclaims to identify allegedly false and misleading statements in ChromaDex’s advertising.

Those motions were both granted after respective stipulations.

On March 12, 2020, Elysium Health answered the second amended complaint.

On March 13, 2020, ChromaDex filed an answer and objection to Elysium Health’s third amended counterclaims.

On December 14, 2020, Elysium Health filed a motion to supplement and amend its counterclaims to add claims regarding alleged advertising related to COVID, to add an allegation about a change to the ChromaDex website, and to remove its copyright infringement claim under the Copyright Act.

On January 19, 2021, the Court denied Elysium Health’s motion to add claims regarding alleged advertising related to COVID.

The Court granted the unopposed requests to add an allegation about a change to ChromaDex’s website and to remove Elysium’s Copyright Act claim.

Pursuant to the Court’s order, Elysium filed fourth amended counterclaims on April 21, 2021.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

All discovery closed on April 23, 2021.

The Court vacated a previously scheduled joint pretrial order and trial date because of COVID-19, and the Court has informed the Parties that trial date will be rescheduled in November or December 2021.

Both parties filed dispositive and Daubert motions on June 4, 2021.

Opposition papers were filed by both parties on June 25, 2021, and reply papers were filed on July 9, 2021.

On January 10, 2022, both parties appeared for oral argument on the dispositive and Daubert motions.

On February 3, 2022, ChromaDex reached a settlement in order to resolve the SDNY action in its entirety as well as the claims tried to the jury in the Central District of California (the “Settlement Agreement”).

Shortly thereafter, before the parties could notify the Court, the Court issued a ruling on the pending dispositive and Daubert motions, dismissing ChromaDex’s SDNY complaint in its entirety on the grounds that ChromaDex’s damages were uncertain, and dismissing some of Elysium’s claims.

Elysium then asserted that a settlement had not been reached.

ChromaDex thereafter filed a motion to enforce the Settlement Agreement in its entirety on February 16, 2022.

Elysium’s opposition to that motion was filed on March 2, 2022, and ChromaDex’s reply was filed on March 9, 2022.

On April 19, 2022, the Court concluded that a settlement had been reached and granted ChromaDex’s motion to enforce the Settlement Agreement.

On April 28, 2022, pursuant to the Settlement Agreement, the Court dismissed the entire action with prejudice.

On May 11, 2022, Elysium filed a notice of appeal.

On May 25, 2022, ChromaDex filed a notice of cross-appeal.

Elysium filed its opening brief on August 24, 2022.

ChromaDex filed its opening and response brief on November 22, 2022.

Elysium filed its reply and response brief on January 20, 2023.

ChromaDex filed its reply brief on February 10, 2023.

Oral argument took place on October 13, 2023.

On October 26, 2023, the court of appeals issued a decision affirming the district court’s decision enforcing the Settlement Agreement, and also dismissed ChromaDex’s conditional cross-appeal as moot.

On November 16, 2023, the court of appeals decision become final.

(B) Delaware - Patent Infringement Action

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

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

ChromaDex filed a motion for leave to

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

file a reply on February 8, 2021.

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

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

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

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

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

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

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

1 unchanged sentence

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

The Company does not believe that this decision will have a material impact on the Company’s NR business.

Thorne Research, Inc .

(A) Inter Partes Review Proceedings

On or around September 28, 2020, Thorne Research, Inc.

(Thorne) provided notice to ChromaDex that it intended to terminate its March 25, 2019 Supply Agreement and subsequent amendments with ChromaDex, effective as of December 31, 2020.

A discussion between ChromaDex and Thorne followed, and Thorne asserted that it could challenge the ‘086 Patent in an inter partes review (IPR) proceeding on the basis of prior art, but would be willing to enter into a mutual existence agreement that would permit Thorne to source NR from a third party.

Thorne did not offer substantive information supporting a prior art claim or about the nature of the threatened IPR.

On December 1, 2020, Thorne filed a petition for IPR of the ‘086 Patent.

Dartmouth’s preliminary response to the petition was filed on March 15, 2021.

On June 10, 2021, the Patent Trial and Appeal Board (PTAB) issued a decision instituting an IPR on the ‘086 Patent.

On September 21, 2021, Dartmouth filed its Patent Owner Response.

On December 21, 2021, Thorne filed its reply.

Oral argument was held on March 15, 2022.

On May 31, 2022, the PTAB issued a final written decision holding that the challenged claim was unpatentable.

On August 2, 2022, Dartmouth filed a notice of appeal.

On December 29, 2022, the parties filed a joint stipulation to dismiss the appeal.

On January 3, 2023, the appeal was dismissed.

On February 1, 2021, Thorne filed a petition for IPR of the ‘807 Patent.

Dartmouth’s preliminary response to the petition was filed on May 18, 2021.

On August 12, 2021, the Patent Trial and Appeal Board (PTAB) issued a decision instituting an IPR on the ‘807 Patent.

On November 9, 2021, Dartmouth filed its Patent Owner Response.

On February 15, 2022, Thorne filed its reply.

Oral argument was held on May 17, 2022.

On August 10, 2022, the PTAB issued a final written decision holding that the challenged claims were not unpatentable.

On October 12, 2022, Thorne filed a notice of appeal.

On April 4, 2023, the court of appeals stayed the appeal pending issuance of the mandate in the pending appeal from the Delaware patent infringement action.

On June 22, 2023, the court of appeals directed the parties to inform the court of appeals by no later than August 1, 2023 how they believe the appeal should proceed.

On August 1, 2023, the parties requested that the court of appeals continue the stay of briefing until Dartmouth has determined whether it will seek certiorari .

On August 25, 2023, the court of appeals granted the request, and instructed the parties, within seven days of the Supreme Court’s disposition of any petition for certiorari or the expiration of the time to seek certiorari if no petition is filed, to inform the court how they think the appeal should proceed.

On October 23, 2023, the parties jointly informed the court of appeals that the Supreme Court had denied the petition for writ of certiorari and that they believed the decision on appeal should be vacated and remanded with instructions to the Patent Trial and Appeal Board to dismiss the IPR proceedings.

On December 18, 2023, the court of appeals dismissed the appeal as moot, vacated the PTAB’s final written decision, and remanded to the PTAB with instructions to dismiss the IPR as moot.

ChromaDex Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

(B) Southern District of New York – Patent Infringement Action

On May 12, 2021, ChromaDex and Trustees of Dartmouth College filed a patent infringement complaint in the United States District Court for the Southern District of New York.

The complaint alleges that certain of Thorne’s dietary supplements containing isolated NR infringe the ‘807 and ‘086 Patents, which claim compositions containing isolated nicotinamide riboside and are held by Dartmouth and licensed exclusively to ChromaDex.

On July 6, 2021, Thorne filed an answer and counterclaims to the complaint.

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

The counterclaims seek declaratory judgment of patent invalidity for the ‘807 and ‘086 Patents.

On July 8, 2021, the parties filed a proposed stipulation and order staying the matter pending issuance of the institution decision in the ‘807 Patent IPR.

On July 9, 2021, the Court granted the stipulation and order to stay.

On August 19, 2021, the parties filed a proposed stipulation and order staying the matter pending issuance of final written decisions in the IPRs.

On August 20, 2021, the Court granted the stipulation and order to stay.

On August 24, 2022, the parties filed a status report agreeing to continue to stay until fourteen days after the deadline to appeal the final written notice decision in the ‘807 Patent IPR.

On October 26, 2022, the parties filed a further status report agreeing to continue the stay through resolution of the appeals.

On January 2, 2024, the parties filed a joint stipulation of voluntary dismissal.

On January 4, 2024, the Court entered the joint stipulation and terminated the case.

On March 25, 2024, the Court granted Elysium’s motion for attorneys’ fees and costs.

On April 9, 2024, the Court entered a stipulated schedule and procedure for resolving the amount of fees and costs.

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

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

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

On August 20, 2024, the Court issued a ruling on the parties’ disputes regarding the amount of fees and costs and instructed the parties to meet and confer about the next steps in light of the ruling.

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

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

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

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

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

Court of Appeals for the Federal Circuit.

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

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

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

If the Company is successful in its appeal, no liability would be incurred.

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

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

As of December 31, 2024, the Company has not recorded an accrual for this matter, as the ultimate resolution remains uncertain.

Contingencies

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

During the quarter ended September 30, 2022, the Company recorded an aggregate benefit of approximately $ 2.1 million in Other income, net - Employee Retention Tax Credit in its Consolidated Statements of Operations to reflect the ERTC for all eligible quarters.

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

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

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

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

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

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

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

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

To date, the Company has not received communications from the IRS regarding the Company’s existing claims.

Nevertheless, the Company is diligently monitoring the situation to ensure continued compliance.

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

Subsequent Events

Amendment to Amended and Restated Executive Employment Agreement

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

Fried (the “Employment Agreement”).

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

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

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

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

Grant of Performance Stock Units

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

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

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

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

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

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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

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

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

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

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

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data