What changed in this filing

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Item 1. Financial Statements

2025-05-07 compared with 2024-10-31 · 257 added, 432 removed, 414 unchanged (62% of the section changed)

FINANCIAL STATEMENTS (unaudited)

ChromaDex Corporation and Subsidiaries

Niagen Bioscience, Inc.

and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets

(In thousands except par values, unless otherwise indicated)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Current assets

2 unchanged sentences

Trade receivables, net of allowances of $ 102 and $ 95 , respectively

Including receivables from Related Party of $ 2.0 million and $ 2.8 million, respectively

Inventories 11,185 9,192

16 unchanged sentences

Operating lease obligations, less current maturities 2,576 1,657

Finance lease obligations, less current maturities 2 12

Total liabilities 25,992 22,184

3 unchanged sentences

authorized 150,000 shares;

76,027 shares and 74,981 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

78,433 shares and 77,330 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital 232,119 227,931

4 unchanged sentences

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

ChromaDex Corporation and Subsidiaries

Niagen Bioscience, Inc.

and Subsidiaries

Unaudited Condensed Consolidated Statements of Operations

(In thousands, except per share data)

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

2024 2023 2024 2023

Three Months Ended March 31,

Sales, net $ 30,481 $ 22,153

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Interest income, net 459 239

Income (loss) before provision for income taxes 5,231 ( 492 )

Provision for income taxes 168 —

Net income (loss) $ 5,063 $ ( 492 )

Net income (loss) per share attributable to ChromaDex Corporation:

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

Basic $ 0.07 $ ( 0.01 )

4 unchanged sentences

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

ChromaDex Corporation and Subsidiaries

Niagen Bioscience, Inc.

and Subsidiaries

Unaudited Condensed Consolidated Statements of Stockholders' Equity

(In thousands, unless otherwise indicated)

Three Months Ended September 30, 2024

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

Shares Amount

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

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

Issuance of restricted stock 43 — — — — —

Share-based compensation — — 735 — — 735

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

Net income — — — 1,878 — 1,878

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

Three Months Ended September 30, 2023

Three Months Ended March 31, 2025

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

Shares Amount

Balance, July 1, 2023 74,856 $ 75 $ 216,691 $ ( 189,615 ) $ ( 1 ) $ 27,150

Issuance of restricted stock 54 — — — — —

Share-based compensation — — 1,117 — — 1,117

Translation adjustment — — — — — —

Net loss — — — ( 959 ) — ( 959 )

Balance, September 30, 2023 74,910 $ 75 $ 217,808 $ ( 190,574 ) $ ( 1 ) $ 27,308

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

ChromaDex Corporation and Subsidiaries

Unaudited Condensed Consolidated Statements of Stockholders' Equity Continued

(In thousands, unless otherwise indicated)

Nine Months Ended September 30, 2024

Common Stock Additional

Paid-in Capital Accumulated

Deficit Cumulative

Adjustments Total

Stockholders'

Shares Amount

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

4 unchanged sentences

Net income — — — 5,063 — 5,063

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

Nine Months Ended September 30, 2023

Common Stock Additional

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

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

Three Months Ended March 31, 2024

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

Shares Amount

3 unchanged sentences

Translation adjustment — — — — 3 3

Adjustment to retained earnings, cumulative effect of initially adopting ASC 326 — — — ( 29 ) — ( 29 )

Net loss — — — ( 492 ) — ( 492 )

Balance, September 30, 2023 74,910 $ 75 $ 217,808 $ ( 190,574 ) $ ( 1 ) $ 27,308

Balance, March 31, 2024 75,153 $ 75 $ 219,829 $ ( 190,952 ) $ ( 1 ) $ 28,951

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

ChromaDex Corporation and Subsidiaries

Niagen Bioscience, Inc.

and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash Flows From Operating Activities

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Amortization of intangibles 37 38

Amortization of right of use assets 501 520

Noncash lease expense 173 174

Share-based compensation expense 1,075 984

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

Allowance for credit losses 59 945

Loss on disposal of leasehold improvements and equipment 4 —

(Recovery of) / Allowance for credit losses ( 1,321 ) 35

Non-cash financing costs 13 21

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Accrued expenses 1,233 972

Deferred revenue ( 732 ) ( 149 )

Customer deposits and other ( 405 ) 35

3 unchanged sentences

Purchases of leasehold improvements and equipment ( 32 ) ( 41 )

Proceeds from the sale of leasehold improvements and equipment, net 20 5

Net cash used in investing activities ( 32 ) ( 41 )

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Supplemental Schedule of Noncash Operating Activity

Adjustment to retained earnings, cumulative effect of initially adopting ASC 326 $ — $ 29

Right-of-use assets and operating lease obligations incurred for entering into lease amendment $ 1,127 $ —

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

ChromaDex Corporation and Subsidiaries

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

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.

Niagen Bioscience, Inc.

(formerly ChromaDex Corporation) and its wholly owned subsidiaries, ChromaDex, Inc., ChromaDex International, Inc., ChromaDex Analytics, Inc., ChromaDex Asia Limited, Asia Pacific Scientific, Inc., ChromaDex Asia Pacific Ventures Limited, ChromaDex Europa B.V., ChromaDex Trading (Shanghai) Co., Ltd.

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

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

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

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.

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

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

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

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In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative,” to amend certain disclosure and presentation requirements for a variety of topics within the ASC.

These amendments align the requirements in the ASC to the removal of certain disclosure requirements set out in Regulation S-X and Regulation S-K, announced by the SEC.

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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.

ChromaDex Corporation and Subsidiaries

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

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):

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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 will become effective January 1, 2025 and although 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.

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

In connection with the preparation of these U naudited C ondensed Consolidated Financial Statements for the nine months ended September 30, 2024, management evaluated whether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability to meet its obligations as they became due over the next twelve months from the date of issuance of the Company’s third quarter of 2024 interim U naudited C ondensed Consolidated Financial Statements.

In connection with the preparation of these U naudited C ondensed Consolidated Financial Statements for the three months ended March 31, 2025, management evaluated whether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability to meet its obligations as they became due over the next twelve months from the date of issuance of the Company’s first quarter of 2025 interim U naudited C ondensed Consolidated Financial Statements.

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

For the nine months ended September 30, 2024, t he Company had net income of $ 1.4 million and the Company’s operating activities provided cash of $ 3.5 million.

As of September 30, 2024, the Company had unrestricted cash and cash equivalents of $ 32.2 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 three months ended March 31, 2025, t he Company had net income of $ 5.1 million and the Company’s operating activities provided cash of $ 7.9 million.

As of March 31, 2025, the Company had unrestricted cash and cash equivalents of $ 55.5 million which consists of bank deposits and short-term investments, including highly liquid investment-grade debt instruments with an original maturity of three months or less.

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

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

ChromaDex Corporation and Subsidiaries

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

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 three and nine months ended September 30, 2024 and 2023:

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

The following table sets forth the computations of income (loss) per share amounts applicable to common stockholders for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

(In thousands, except per share data) 2025 2024

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Adjusted weighted average common shares outstanding for diluted earnings per share 83,232 75,230

Earnings (Loss) Per Share:

Basic net income (loss) per common share $ 0.02 $ ( 0.01 ) $ 0.02 $ ( 0.07 )

Diluted net income (loss) per common share $ 0.02 $ ( 0.01 ) $ 0.02 $ ( 0.07 )

(1) Includes a weighted average of approximately 167,000 nonvested shares of restricted stock for each of the three and nine months ended September 30, 2024 and 167,000 and 177,000 nonvested shares of restricted stock for the three and nine months ended September 30, 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 three and nine months ended September 30, 2024 and 2023 were as follows:

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

Income (Loss) Per Share:

Basic income (loss) per common share $ 0.07 $ ( 0.01 )

Diluted income (loss) per common share $ 0.06 $ ( 0.01 )

(1) Includes a weighted average of approximately 167,000 nonvested shares of restricted stock for each of the three months ended March 31, 2025 and 2024 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 three months ended March 31, 2025 and 2024 were as follows:

Three Months Ended March 31,

(In thousands) 2025 2024

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

ChromaDex Corporation and Subsidiaries

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

The following tables set forth financial information by segment:

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

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

(In thousands)

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Sales and marketing

Research and development 901 389 — — 1,290

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

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

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

Three months ended September 30, 2023 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Corporate and other Total

(In thousands)

Net sales $ 17,400 $ 1,424 $ 671 $ — $ 19,495

Cost of sales 6,024 739 763 — 7,526

Gross profit (loss) 11,376 685 ( 92 ) — 11,969

Operating expenses:

Sales and marketing 5,934 — 101 — 6,035

Advertising 2,976 — — — 2,976

Marketing 2,453 25 — — 2,478

Selling 2,507 49 107 — 2,663

Research and development 912 346 — — 1,258

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Operating income (loss) $ 5,246 $ 4,648 $ 62 $ ( 5,184 ) $ 4,772

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

Three months ended March 31, 2024 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Corporate and other Total

(In thousands)

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Sales and marketing

Advertising 2,487 — — 2,487

Marketing 1,897 12 1 1,910

Selling 2,212 — 131 2,343

Research and development 1,695 400 — — 2,095

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Operating income (loss) $ 2,906 $ 1,839 $ ( 124 ) $ ( 5,352 ) $ ( 731 )

ChromaDex Corporation and Subsidiaries

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2023 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Corporate and other Total

(In thousands)

Net sales $ 51,924 $ 8,252 $ 2,198 $ — $ 62,374

Cost of sales 18,387 3,852 2,292 — 24,531

Gross profit (loss) 33,537 4,400 ( 94 ) — 37,843

Operating expenses:

Sales and marketing 19,599 37 282 — 19,918

Research and development 3,278 521 — — 3,799

General and administrative — — — 19,557 19,557

Operating expenses 22,877 558 282 19,557 43,274

Operating income (loss) $ 10,660 $ 3,842 $ ( 376 ) $ ( 19,557 ) $ ( 5,431 )

Disaggregation of Revenue

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Disaggregated revenues are as follows:

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

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

(In thousands)

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Pharmaceutical-grade Niagen®

Subtotal Niagen® Related 18,123 6,660 — 24,783

Other Ingredients — 13 — 13

Reference Standards — — 759 759

Consulting and Other — — 25 25

Subtotal Other Goods and Services — 13 784 797

Total Net Sales $ 18,123 $ 6,673 $ 784 $ 25,580

Three Months Ended September 30, 2023 Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total

(In thousands)

Tru Niagen®, Consumer Product $ 17,400 $ — $ — $ 17,400

Food-grade Niagen® — 1,424 — 1,424

Pharmaceutical-grade Niagen® — — — —

Subtotal Niagen® Related 17,400 1,424 — 18,824

Other Ingredients — — — —

Reference Standards — — 654 654

Consulting and Other — — 17 17

Subtotal Other Goods and Services — — 671 671

Total Net Sales $ 17,400 $ 1,424 $ 671 $ 19,495

ChromaDex Corporation and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

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

(In thousands)

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

Food-grade Niagen® — 12,992 — 12,992

Pharmaceutical-grade Niagen® — 900 900

— 1,000 — 1,000

Subtotal Niagen® Related 21,501 7,974 — 29,475

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

Nine Months Ended September 30, 2023 Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total

Three Months Ended March 31, 2024 Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total

(In thousands)

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

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

Three Months Ended March 31,

Major Customers 2025 2024

Watson Group - Related Party (1) * 16.0 % 12.4 % 15.7 %

Watson Group - Former Related Party (1) * 13.4 %

Life Extension 15.2 % *

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Watson Group, see Note 6, Related Party Transactions .

ChromaDex Corporation and Subsidiaries

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

1 unchanged sentence

Percentage of the Company's Total Trade Receivables

Major Customers At September 30, 2024 At December 31, 2023

Watson Group - Related Party (1) 28.6 % 52.7 %

Major Customers At March 31, 2025 At December 31, 2024

Watson Group - Former Related Party (1) 35.4 % 47.6 %

Amazon Marketplaces * 14.3 %

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Watson Group, see Note 6, Related Party Transactions .

As of September 30, 2024, concentration of the Company's outstanding trade receivables is significant, with approximately 74.6 % of the total outstanding trade receivables aggregated among three customers.

As of March 31, 2025, the Company had total outstanding trade receivables of $ 7.1 million, with approximately 61.9 % of this total concentrated among three customers.

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

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Watson Group was considered a related party through common ownership by an enterprise that beneficially owned more than 10% of the common stock of the Company.

On August 20, 2024, the common owner of A.S.

Watson Group sold its ownership of the Company’s common stock and is no longer considered a related party of the Company as of that date.

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

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

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

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

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

Watson Group.

The Company had no trade receivables connected to related parties as of March 31, 2025 or December 31, 2024.

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

Three Months Ended March 31,

Net Sales 2025 2024

Watson Group - Related Party $ 2.0 million $ 3.1 million $ 8.7 million $ 9.8 million

Trade Receivable as of September 30, 2024 December 31, 2023

Watson Group - Related Party $ 2.0 million $ 2.8 million

ChromaDex Corporation and Subsidiaries

Watson Group - Former Related Party (1) $— million $ 3.0 million

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

Watson Group in 2024, sales after August 20, 2024 are excluded from the amounts presented in the above table.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

The Company's major classes of inventory and corresponding balances as of September 30, 2024 and December 31, 2023 are as follows:

(In thousands) September 30, 2024 December 31, 2023

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

(In thousands) March 31, 2025 December 31, 2024

Consumer Products - Finished Goods $ 3,590 $ 5,811

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

During the first quarter of 2025, the Company amended its existing lease in Longmont, Colorado.

In accordance with ASC 842, the amended lease agreement is considered to be modified and subject to lease modification guidance.

The right-of-use (ROU) asset and lease liability related to the agreement were remeasured based on the change in the lease conditions such as rent payment and lease terms.

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

The amended lease now extends through October 31, 2030.

Operating Leases

As of September 30, 2024 and December 31, 2023, the Company had ROU assets of $ 1.9 million and $ 2.4 million, respectively, and corresponding operating lease liabilities of $ 2.9 million and $ 3.3 million, respectively.

For the three and nine months ended September 30, 2024 and 2023, the components of operating lease expenses are as follows:

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

As of March 31, 2025 and December 31, 2024, the Company had ROU assets of $ 2.7 million and $ 1.7 million, respectively, and corresponding operating lease liabilities of $ 3.5 million and $ 2.6 million, respectively.

For the three months ended March 31, 2025 and 2024, the components of operating lease expenses are as follows:

Three Months Ended March 31,

(In thousands) 2025 2024

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

At September 30, 2024

At March 31, 2025

Weighted-average remaining lease term (years), operating leases 4.0

Weighted-average discount rate, operating leases 7.8 %

ChromaDex Corporation and Subsidiaries

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Future minimum lease payments under operating leases as of September 30, 2024 are as follows:

Future minimum lease payments under operating leases as of March 31, 2025 are as follows:

Year (In thousands)

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The number of shares available to be issued under the 2017 Plan will be reduced by (i) one share for each share that relates to an option or stock appreciation right award and (ii) 1.5 shares for each share which relates to an award other than a stock option or stock appreciation right award (a full-value award).

As of September 30, 2024, there were approximately 4.6 million remaining shares available for issuance under the 2017 Plan.

As of March 31, 2025, there were approximately 1.3 million remaining shares available for issuance under the 2017 Plan.

Options expire 10 years from the date of grant.

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

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

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

General Vesting Conditions

The Company’s stock options and restricted stock unit (RSU) awards are generally subject to a one-year cliff vesting period, after which one-third of the shares vest with the remaining shares vesting ratably each month over a two-year period subject to the applicable grantee’s continued service.

Beginning in the second quarter of 2022, RSU awards are generally subject to a three-year vesting period with one-third vesting per year on the anniversary of the grant date.

Certain stock option awards are market or performance based and vest based on certain triggering events established by the Compensation Committee.

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

Restricted stock unit (RSU) awards are generally subject to a three-year vesting period with one-third vesting per year on the anniversary of the grant date.

Certain stock option awards are market based and vest based on certain triggering events established by the Compensation Committee.

The PSUs are eligible to vest during a seven-year performance period based on the achievement and maintenance of certain volume weighted average price thresholds for a minimum of 60 Trading Days and upon certification by the Board’s Compensation Committee and subject to the Chief Executive Officer’s continued employment with the Company on the applicable vesting date.

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

ChromaDex Corporation and Subsidiaries

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Stock Options

The Company used the following weighted average assumptions for options granted during the nine months ended September 30, 2024:

The Company used the following weighted average assumptions for options granted during the three months ended March 31, 2025:

Weighted Average:

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Expected term 6.5 years

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Expected dividends — %

Market Performance Stock Units

The Company used the following weighted average assumptions in the Monte Carlo model for market PSUs granted during the three months ended March 31, 2025:

Weighted Average:

Three Months Ended March 31, 2025

Discount Period 7.0 years

Expected volatility 76.7 %

Risk-free rate 4.1 %

Size Premium 1.7 %

Cost of Equity 22.1 %

Service Period Based Stock Options

The following table summarizes activity of service period-based stock options during the nine months ended September 30, 2024 :

The following table summarizes activity of service period-based stock options during the three months ended March 31, 2025 :

Weighted Average

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Options Forfeited ( 122 ) 6.72

Outstanding at September 30, 2024 10,709 $ 3.12 6.7 $ 6,176 *

Exercisable at September 30, 2024 6,914 $ 3.81 5.0 $ 1,411 *

*The aggregate intrinsic values in the table above are based on the Company’s stock price of $ 3.65 , which is the closing price of the Company’s stock on the last trading day for the period ended September 30, 2024.

Performance Based Stock Options

The Company has also granted stock option awards that are performance based and vest based on the achievement of certain criteria established from time to time by the Compensation Committee.

If these performance criteria are not met, the compensation expenses are not recognized and the expenses that have been recognized will be reversed.

The following table summarizes performance based stock options activity during the nine months ended September 30, 2024:

Outstanding at March 31, 2025 10,682 $ 3.48 6.3 $ 24,058 *

Exercisable at March 31, 2025 6,902 $ 3.65 4.8 $ 24,047 *

*The aggregate intrinsic values in the table above are based on the Company’s stock price of $ 6.90 , which is the closing price of the Company’s stock on the last trading day for the period ended March 31, 2025.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Market Based Stock Options

The Company grants stock option awards that are market based which have vesting conditions associated with a service condition as well as performance of the Company’s stock price.

The following table summarizes market based stock options activity during the three months ended March 31, 2025:

Weighted Average

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Options Forfeited — —

Outstanding at September 30, 2024 — $ — — $ —

Exercisable at September 30, 2024 — $ — — $ —

There were no activities related to market-based stock options or restricted stock awards during the nine months ended September 30, 2024.

ChromaDex Corporation and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Outstanding and exercisable at March 31, 2025 465 $ 4.24 2.6 $ 1,237 *

There were no activities related to restricted stock awards during the three months ended March 31, 2025.

Restricted Stock Units

The following table summarizes activity of RSUs during the nine months ended September 30, 2024:

The following table summarizes activity of RSUs during the three months ended March 31, 2025:

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

Unvested shares at December 31, 2024 609 $ 1.64

Granted 479 1.52

Vested ( 229 ) 1.70

Forfeited ( 36 ) 1.63

Unvested shares at September 30, 2024 684 $ 1.66

Expected to vest at September 30, 2024 684 $ 1.66

Unvested shares at March 31, 2025 344 $ 1.61

Market Performance Stock Units

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

During the three months ended March 31, 2025, none of the market-based vesting conditions tied to the Company’s stock price were met.

The following table summarizes activity of market PSUs during the three months ended March 31, 2025:

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

Unvested shares at December 31, 2024 — $ —

Granted 1,519 3.44

Forfeited — —

Unvested shares at March 31, 2025 1,519 $ 3.44

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Total Share-Based Compensation

Total share-based compensation expense was as follows:

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

Three Months Ended March 31,

(In thousands) 2025 2024

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General and administrative 687 463

390 603 1,511 1,836

Total $ 1,075 $ 984

(1) On March 1, 2024, the Company issued 25,000 shares of the Company’s common stock in exchange for services rendered.

Such shares had a fair value of $ 40,250 , or $ 1.61 per share, based upon the quoted closing trading price on the issuance date.

The fair value of $ 40,250 was recognized as share-based compensation during the three months ended March 31, 2024 under the general and administrative classification.

The shares issued were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws.

The Company relied on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder.

In future periods, the Company expects to recognize approximately $ 3.8 million and $ 0.9 million in share-based compensation expense for unvested options and unvested RSUs, respectively, that were outstanding as of September 30, 2024.

Future share-based compensation expense will be recognized over 1.9 weighted average years for both unvested options and RSUs.

ChromaDex Corporation and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

As of March 31, 2025, the Company expects to recognize future share-based compensation expense of approximately $ 7.9 million related to unvested stock options, $ 0.9 million for unvested RSUs, and $ 5.0 million for unvested PSUs.

These expenses will be recognized over weighted-average years of approximately 2.5 for options, 1.6 for RSUs, and 2.7 for PSUs.

Commitments and Contingencies

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(A) California Action

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

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

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

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

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

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

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

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

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

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

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

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

Discovery closed on August 9, 2019.

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

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.

ChromaDex Corporation and Subsidiaries

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

Niagen Bioscience sought damages, interest, and other relief.

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

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

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

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.

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

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.

The jury returned a verdict on September 27, 2021.

The verdict found (i) Elysium liable for breaches of the Niagen® and pTeroPure® Supply Agreements for failing to pay for purchases of the ingredients totaling approximately $ 3.0 million, (ii) Mark Morris liable for breach of a confidentiality agreement, requiring him to disgorge approximately $ 17,307 , (iii) ChromaDex liable for breaching the Niagen® Supply Agreement for not issuing certain refunds or credits to Elysium in the amount of $ 625,000 , and (iv) ChromaDex liable for fraudulent inducement of the Licensing Agreement in the amount of $ 250,000 , along with $ 1,025,000 in punitive damages arising from the same counterclaim.

On October 25, 2021, 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.

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

ChromaDex Corporation and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

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

The verdict found (i) Elysium liable for breaches of the Niagen® and pTeroPure® Supply Agreements for failing to pay for purchases of the ingredients totaling approximately $ 3.0 million, (ii) Mark Morris liable for breach of a confidentiality agreement, requiring him to disgorge approximately $ 17,307 , (iii) Niagen Bioscience liable for breaching the Niagen® Supply Agreement for not issuing certain refunds or credits to Elysium in the amount of $ 625,000 , and (iv) Niagen Bioscience liable for fraudulent inducement of the Licensing Agreement in the amount of $ 250,000 , along with $ 1,025,000 in punitive damages arising from the same counterclaim.

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

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

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

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

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

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

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

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

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

2 unchanged sentences

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.

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.

The California Action remained stayed until early 2024.

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

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

On April 26, 2024, ChromaDex filed its opening brief in support of its motion for entry of final judgment.

On June 3, 2024, the California Action was reassigned to a different judge.

On June 25, 2024, Defendants filed their opposition to ChromaDex’s motion for entry of final judgment.

ChromaDex filed its reply brief on July 25, 2024.

On August 13, 2024, the court granted ChromaDex’s motion for entry of final judgment and entered judgment in accordance with the terms of the parties’ settlement agreement.

Pursuant to the judgment, Elysium must pay to ChromaDex the sum of $ 2,500,000 .

The judgment resolves any outstanding issues that existed as of February 3, 2022, with respect to the claims and counterclaims that were tried to the jury in the California Action.

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

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

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

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

On October 1, 2024, the Court of Appeals for the Ninth Circuit issued an order setting a schedule for briefing concerning the appeal and conditional cross-appeal.

Pursuant to the court’s scheduling order, Elysium and Mark Morris must file their opening brief no later than December 4, 2024;

ChromaDex must file its opening and response brief no later than January 3, 2025;

Elysium and Mark Morris must file their response and reply brief no later than February 3, 2025;

and ChromaDex must file any reply brief no later than February 24, 2025.

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

On September 19, 2024, Defendants filed their opposition to ChromaDex’s motion for attorney’s fees, costs, and interest.

ChromaDex filed a reply brief in support of the motion on September 26, 2024.

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.

Pursuant to the court’s October 8, 2024 order, ChromaDex is entitled to 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 the $ 2,500,000 judgment is paid.

ChromaDex’s deadline to appeal the court’s order denying its request for attorney’s fees and costs is November 7, 2024.

ChromaDex Corporation and Subsidiaries

Notes to the Unaudited Condensed 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.

ChromaDex Corporation and Subsidiaries

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed 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 informed the Parties that trial date would 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 became final.

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.

On December 27, 2024, the Company received from Elysium payment of the First Installment in the amount of $ 1,325,000 and on March 28, 2025 the Company received from Elysium payment of the Second Installment in the amount of $ 1,325,000 which the Company recorded as a recovery of credit losses within general and administrative expense in its Consolidated Statements of Operations.

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

On April 4, 2025, the Company filed an acknowledgement of satisfaction of judgement, confirming that the December 27, 2024 judgement has been fully satisfied.

(B) Delaware - Patent Infringement Action

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

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

8,197,807 (‘807 Patent) and 8,383,086 (‘086 Patent) that comprise compositions containing isolated nicotinamide riboside held by Dartmouth and licensed exclusively to ChromaDex On October 23, 2018, Elysium filed an answer to the complaint.

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

On October 23, 2018, Elysium filed an answer to the complaint.

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

On November 7, 2018, Elysium filed a motion to stay the patent infringement proceedings pending resolution of (1) the inter partes review of the ‘807 Patent and the ‘086 Patent before the Patent Trial and Appeal Board (PTAB) and (2) the outcome of the litigation in the California Action.

ChromaDex filed an opposition brief on November 21, 2018 detailing the issues with Elysium’s motion to stay.

In particular, ChromaDex argued that given claim 2 of the ‘086 Patent was only included in the PTAB’s inter partes review for procedural reasons the PTAB was unlikely to invalidate claim 2 and therefore litigation in Delaware would continue regardless.

In addition, ChromaDex argued that the litigation in the California Action is unlikely to have a significant effect on the ongoing patent litigation.

After the PTAB released its written decision upholding claim 2 of the ‘086 Patent, proving right ChromaDex’s prediction, ChromaDex informed the Delaware court of the PTAB’s decision on January 17, 2019.

Niagen Bioscience filed an opposition brief on November 21, 2018 detailing the issues with Elysium’s motion to stay.

In particular, Niagen Bioscience argued that given claim 2 of the ‘086 Patent was only included in the PTAB’s inter partes review for procedural reasons the PTAB was unlikely to invalidate claim 2 and therefore litigation in Delaware would continue regardless.

In addition, Niagen Bioscience argued that the litigation in the California Action is unlikely to have a significant effect on the ongoing patent litigation.

After the PTAB released its written decision upholding claim 2 of the ‘086 Patent, proving right Niagen Bioscience’s prediction, Niagen Bioscience informed the Delaware court of the PTAB’s decision on January 17, 2019.

On June 19, 2019, the Delaware court granted in part and denied in part Elysium’s motion, ordering that the case was stayed pending the resolution of Elysium’s patent misuse counterclaim in the California Action.

On November 1, 2019, ChromaDex filed a motion to lift the stay due to changed circumstances in the California Action, among other reasons.

On November 1, 2019, Niagen Bioscience filed a motion to lift the stay due to changed circumstances in the California Action, among other reasons.

Briefing on the motion was completed on November 22, 2019.

1 unchanged sentence

The joint status report was submitted on January 30, 2020.

On February 4, 2020, the Delaware court issued an order granting ChromaDex’s motion to lift the stay and setting a scheduling conference for March 10, 2020.

On February 4, 2020, the Delaware court issued an order granting Niagen Bioscience’s motion to lift the stay and setting a scheduling conference for March 10, 2020.

On March 19, 2020, the Delaware court entered a scheduling order, which, among other things, set the claim-construction hearing for December 17, 2020 and trial for the week of September 27, 2021.

On April 17, 2020, ChromaDex served infringement contentions.

On April 17, 2020, Niagen Bioscience served infringement contentions.

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

ChromaDex Corporation and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

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

On May 5, 2020, Elysium filed its opposition to ChromaDex’s motion for leave to amend and moved to dismiss ChromaDex for alleged lack of standing.

ChromaDex filed its opposition to Elysium’s motion to dismiss and reply in support of its motion to amend on May 19, 2020.

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

On May 5, 2020, Elysium filed its opposition to Niagen Bioscience’s motion for leave to amend and moved to dismiss Niagen Bioscience for alleged lack of standing.

Niagen Bioscience filed its opposition to Elysium’s motion to dismiss and reply in support of its motion to amend on May 19, 2020.

Elysium filed its reply in support of its motion to dismiss on May 26, 2020.

The Court held a hearing on the motion for leave to amend the complaint and Elysium’s motion to dismiss on September 16, 2020.

On December 15, 2020, the Court entered orders (i) granting in part and denying in part Elysium’s motion to dismiss ChromaDex for alleged lack of standing;

and (ii) denying ChromaDex’s motion for leave to amend.

ChromaDex filed a motion for reargument on December 29, 2020.

On December 15, 2020, the Court entered orders (i) granting in part and denying in part Elysium’s motion to dismiss Niagen Bioscience for alleged lack of standing;

and (ii) denying Niagen Bioscience’s motion for leave to amend.

Niagen Bioscience filed a motion for reargument on December 29, 2020.

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

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

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

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

ChromaDex filed a reply to the motion for leave to file a reply on February 19, 2021.

Niagen Bioscience filed a reply to the motion for leave to file a reply on February 19, 2021.

The Court granted the motion for leave to file the reply on April 26, 2021, and denied the motion for reargument on April 27, 2021.

8 unchanged sentences

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

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

On September 21, 2021, the Court granted Elysium’s motion for summary judgment that the claims of the ‘807 and ‘086 patents are invalid based on patent-ineligible subject matter.

ChromaDex filed a notice of appeal on November 2, 2021.

ChromaDex’s opening brief was filed on February 2, 2022.

Niagen Bioscience filed a notice of appeal on November 2, 2021.

Niagen Bioscience’s opening brief was filed on February 2, 2022.

Elysium’s response brief was filed on April 11, 2022.

ChromaDex’s reply brief was filed on May 9, 2022.

Niagen Bioscience’s reply brief was filed on May 9, 2022.

Oral argument occurred on December 6, 2022.

On February 13, 2023, the court of appeals issued a decision affirming the district court’s decision.

On March 15, 2023, ChromaDex filed a petition for a panel rehearing and/or rehearing en banc.

On March 15, 2023, Niagen Bioscience filed a petition for a panel rehearing and/or rehearing en banc.

On April 10, 2023, the court of appeals invited Elysium to file a response to the petition and on April 24, 2023, Elysium filed a response to the petition.

2 unchanged sentences

On June 16, 2023, Elysium filed a bill of costs and a motion for attorneys’ fees and costs.

On June 30, 2023, ChromaDex filed objections to Elysium’s bill of costs.

On July 21, 2023, ChromaDex filed a response to Elysium’s motion for attorneys’ fees and costs.

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 June 30, 2023, Niagen Bioscience filed objections to Elysium’s bill of costs.

On July 21, 2023, Niagen Bioscience filed a response to Elysium’s motion for attorneys’ fees and costs.

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

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

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

On September 7, 2023, ChromaDex filed a petition for writ of certiorari .

On September 7, 2023, Niagen Bioscience filed a petition for writ of certiorari .

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

2 unchanged sentences

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

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

On June 6, 2024, Niagen Bioscience filed its response brief.

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

1 unchanged sentence

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.

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

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

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

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

Court of Appeals for the Federal Circuit.

On February 26, 2025, Niagen Bioscience filed its opening appeal brief.

Elysium filed its response brief on March 21, 2025.

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

The Federal Circuit has not yet scheduled oral argument.

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

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

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

However, if the Company is not successful, the Company may be liable for the aggregate amount sought by Elysium, which, inclusive of ChromaDex’s estimates for post-judgment interest through the anticipated appeal, is approximately $ 10.1 million.

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

As of March 31, 2025, the Company has not recorded an accrual for this matter, as the ultimate resolution remains uncertain.

Contingencies

2 unchanged sentences

The Company does not believe that the ultimate resolution of this matter will be material to the Company’s results of operations, financial condition or cash flows.

ChromaDex Corporation and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

(B) On November 17, 2020, the Company received a warning letter (the Letter) from the United States Food and Drug Administration (FDA) and Federal Trade Commission (FTC).

(B) On November 17, 2020, the Company received a warning letter (the Letter) from the United States FDA and Federal Trade Commission (FTC).

The Letter references statements issued by the Company relating to preclinical and clinical research results involving nicotinamide riboside and COVID-19.

5 unchanged sentences

The Second Letter asserts that such statements contain coronavirus-related prevention or treatment claims and are deceptive in violation of the Federal Trade Commission Act.

Niagen Bioscience, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

On May 4, 2021, the Company provided a response to the Second Letter stating that it had removed the social posts from its accounts identified in the Second Letter and requested that third parties remove the post from their accounts that were identified in the Second Letter.

2 unchanged sentences

The Company does not believe that the ultimate resolution of this matter will be material to the Company’s results of operations, financial condition or cash flows.

Purchase obligations

The Company uses contract manufacturers to provide manufacturing services for its products.

During the normal course of business, in order to manage manufacturing lead times and help ensure adequate supply, the Company enters into agreements with its contract manufacturers that either allow them to procure inventory based on criteria as defined by the Company or that establish the parameters defining the Company’s requirements.

A portion of the Company’s purchase commitments arising from these agreements consist of firm, non-cancelable and unconditional purchase commitments.

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.

During the third quarter of 2024, the Company entered into a Tenth Amendment (Tenth Amendment) to the Manufacturing and Supply Agreement (such agreement as amended, the “Grace Manufacturing Agreement” or “Agreement”), effective as of January 1, 2025 and originally effective in January 2016 with W.R.

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).

Pursuant to the Tenth Amendment, the Company committed to purchase approximately $ 4.8 million of total inventory between January 1, 2025 and March 31, 2025.

In addition, the Company has remaining purchase commitments from the Ninth Amendment totaling $ 5.2 million to be purchased during the three months ended December 31, 2024.

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

If we are unable to extend the agreement on satisfactory terms, it could have a material adverse impact to our financial results and strategic position in the market.

Risk Factors, “We rely on single supplier, W.R.

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

Future minimum payments under inventory purchase obligations as of September 30, 2024 are as follows:

(In thousands)

2024 Remaining

ChromaDex Corporation and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Purchase Commitments

Effective January 1, 2025, the Company and W.R.

Grace (Grace) began operating under the 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 source alternative suppliers (Grace Patents).

Although the Grace Manufacturing Agreement formally expired on March 31, 2025, the Company and Grace continue to operate under the terms of the Tenth Amendment, including a binding six-month rolling forecast that is updated monthly and remains in effect.

This rolling forecast mechanism has ensured continuity of supply while the parties continue to negotiate a potential longer-term supply agreement.

As of March 31, 2025, the rolling forecast obligates the Company to purchase approximately $ 16.4 million of inventory between April 1, 2025 and September 30, 2025.

While the Company expects to reach a mutually agreeable long-term arrangement with Grace, there can be no assurance that such an agreement will be finalized.

Any failure to reach a new agreement on acceptable terms could have a material adverse effect on the Company’s operations and financial results, as further described in Item 1A.

Risk Factors in Part II of this Quarterly Report on Form 10-Q, "We rely on a single supplier, W.R.

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

Employee Retention Tax Credit

2 unchanged sentences

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 Unaudited Condensed Consolidated Statements of Operations to reflect the ERTC for all eligible quarters.

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

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

On September 14, 2023, the Internal Revenue Services (IRS) announced a moratorium in processing new claims for the employee retention credit, 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.

As of September 30, 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.

Joint Venture 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 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”).

Additionally, 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.

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 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 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 could 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 would only vest if Blue Hat Registration is achieved, at which time the minority interest would be recorded.

On September 27, 2024, the Company sent a notification of non-extension to Taikuk providing that the Registration Period expired 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.

ChromaDex Corporation and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

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.

As of the date of this report, the Company is not under examination by any major income tax jurisdiction.

Deferred Revenue - NHSc

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

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

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

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

agreement utilizing the output method.

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.

Revenue recognized from deferred revenue due to updated estimates of the total forecasted deliverables over the contract term for the three and nine months ended September 30, 2024 and 2023 is as follows:

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

2024 2023 2024 2023

Revenue recognized from deferred revenue $ 732 $ — $ 732 $ 149

The corresponding deferred revenue balance as of September 30, 2024 and December 31, 2023 is as follows:

(In thousands) September 30, 2024 December 31, 2023

Deferred revenue balance $ 2,579 $ 3,311

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

As of March 31, 2025, 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.

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

What changed 10-Q

Item 1. Financial Statements