Niagen Bioscience, Inc. 10-Q

Item 1. FINANCIAL STATEMENTS (unaudited) Niagen Bioscience, Inc. and Subsidiaries Unaudited Condensed Consolidated Balance Sheets (In thousands except par values, unless otherwise indicated) March 31, 2025 December 31, 2024 Assets Current assets Cash and cash equivalents, including restricted cash of $ 152 for both periods presented $ 55,616 $ 44,660 Trade receivables, net of allowances of $ 102 and $ 95 , respectively 7,052 7,768 Inventories 11,185 9,192 Prepaid expenses and other assets 2,365 2,482 Total current assets 76,218 64,102 Leasehold improvements and equipment, net 1,655 1,719 Intangible assets, net 322 359 Right-of-use assets, net 2,684 1,730 Other long-term assets 458 368 Total assets $ 81,337 $ 68,278 Liabilities and Stockholders' Equity Current liabilities Accounts payable $ 10,632 $ 8,526 Accrued expenses 9,050 7,817 Current maturities of operating lease obligations 939 982 Current maturities of finance lease obligations 9 12 Customer deposits 207 611 Total current liabilities 20,837 17,948 Deferred revenue 2,579 2,579 Operating lease obligations, less current maturities 2,576 1,657 Total liabilities 25,992 22,184 Commitments and Contingencies (Note 10) Stockholders' Equity Common stock, $ 0.001 par value; authorized 150,000 shares; 78,433 shares and 77,330 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively 78 77 Additional paid-in capital 232,119 227,931 Accumulated deficit ( 176,847 ) ( 181,910 ) Cumulative translation adjustments ( 5 ) ( 4 ) Total stockholders' equity 55,345 46,094 Total liabilities and stockholders' equity $ 81,337 $ 68,278 See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements. 3 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Unaudited Condensed Consolidated Statements of Operations (In thousands, except per share data) Three Months Ended March 31, 2025 2024 Sales, net $ 30,481 $ 22,153 Cost of sales 11,150 8,697 Gross profit 19,331 13,456 Operating expenses: Sales and marketing 8,117 6,740 Research and development 1,258 2,095 General and administrative 5,184 5,352 Total operating expenses 14,559 14,187 Operating income (loss) 4,772 ( 731 ) Nonoperating income: 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 common stockholders: Basic $ 0.07 $ ( 0.01 ) Diluted $ 0.06 $ ( 0.01 ) Weighted average common shares outstanding: Basic 77,810 75,230 Diluted 83,232 75,230 See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements. 4 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Unaudited Condensed Consolidated Statements of Stockholders' Equity (In thousands, unless otherwise indicated) Three Months Ended March 31, 2025 Common Stock Additional Paid-in Capital Accumulated Deficit Cumulative Translation Adjustments Total Stockholders' Equity Shares Amount Balance, January 1, 2025 77,330 $ 77 $ 227,931 $ ( 181,910 ) $ ( 4 ) $ 46,094 Exercise of stock options 874 1 3,113 — — 3,114 Issuance of restricted stock 229 — — — — — Share-based compensation — — 1,075 — — 1,075 Translation adjustment — — — — ( 1 ) ( 1 ) Net income — — — 5,063 — 5,063 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 Balance, January 1, 2024 74,981 $ 75 $ 218,845 $ ( 190,460 ) $ ( 4 ) $ 28,456 Issuance of restricted stock 147 — — — — — Share-based compensation 25 — 984 — — 984 Translation adjustment — — — — 3 3 Net loss — — — ( 492 ) — ( 492 ) Balance, March 31, 2024 75,153 $ 75 $ 219,829 $ ( 190,952 ) $ ( 1 ) $ 28,951 See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements. 5 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Unaudited Condensed Consolidated Statements of Cash Flows (In thousands) Three Months Ended March 31, 2025 2024 Cash Flows From Operating Activities Net income (loss) $ 5,063 $ ( 492 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation of leasehold improvements and equipment 158 178 Amortization of intangibles 37 38 Noncash lease expense 173 174 Share-based compensation expense 1,075 984 Loss on disposal of leasehold improvements and equipment 4 — (Recovery of) / Allowance for credit losses ( 1,321 ) 35 Non-cash financing costs 13 21 Changes in operating assets and liabilities: Trade receivables 2,037 ( 1,405 ) Inventories ( 1,993 ) 2,030 Implementation costs for cloud computing arrangement ( 66 ) — Prepaid expenses and other assets 20 106 Accounts payable 2,106 ( 2,333 ) Accrued expenses 1,233 972 Customer deposits and other ( 405 ) 35 Operating lease liabilities ( 251 ) ( 48 ) Net cash provided by operating activities 7,883 295 Cash Flows From Investing Activities Purchases of leasehold improvements and equipment ( 32 ) ( 41 ) Net cash used in investing activities ( 32 ) ( 41 ) Cash Flows From Financing Activities Proceeds from exercise of stock options 3,114 — Payment of debt issuance costs ( 6 ) ( 11 ) Principal payments on finance leases ( 3 ) ( 3 ) Net cash provided by (used in) financing activities 3,105 ( 14 ) Net increase in cash and cash equivalents 10,956 240 Cash and cash equivalents, including restricted cash of $ 152 for both periods - beginning of period 44,660 27,325 Cash and cash equivalents, including restricted cash of $ 152 for both periods - end of period $ 55,616 $ 27,565 Supplemental Disclosures of Cash Flow Information Cash payments for principal on operating lease liabilities $ 295 $ 91 Supplemental Schedule of Noncash Operating Activity 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. 6 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Notes to the Unaudited Condensed Consolidated Financial Statements Note 1. Nature of Business 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. 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®. As part of its consumer product offerings, the Company offers NAD+ test kits exclusively to healthcare practitioners. Furthermore, the Company develops and commercializes proprietary ingredient technologies, including food-grade Niagen® and pharmaceutical-grade Niagen®, and supplies these ingredients as raw materials to the manufacturers of consumer products and U.S. FDA-registered 503B outsourcing facilities, respectively. Additionally, the Company provides natural product fine chemicals, known as phytochemicals, and related research and development services. Note 2. Basis of Presentation and Significant Accounting Policies Basis of Presentation: The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles” or “GAAP”) for interim financial information and the instructions to Form 10-Q and Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the interim Unaudited Condensed Consolidated Financial Statements include all adjustments, including normal recurring adjustments, necessary for a fair presentation of the financial condition, results of operations and cash flows for such periods. Results of operations for any interim period are not necessarily indicative of results for any other interim period or for the full year. These Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s 2024 Annual Report on Form 10-K filed with the SEC on March 4, 2025. Basis of Consolidation: The accompanying Unaudited Condensed Financial Statements and notes thereto have been prepared on a consolidated basis and reflect the consolidated financial position of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated from these financial statements. Significant Accounting Policies: There have been no changes to the Company’s significant accounting policies described in the Company’s 2024 Annual Report on Form 10-K that have had a material impact on the Company’s Unaudited Condensed Consolidated Financial Statements and related notes. Accounting Standards Recently Issued but Not Yet Adopted by the Company: 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 Accounting Standards Codification (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. The effective date for each amended topic in the ASC is either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or on June 30, 2027, if the SEC has not removed the requirements by that date. Early adoption is prohibited. The Company is currently evaluating the impact that the adoption of ASU 2023-06 may have on its consolidated financial statements and disclosures. 7 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Notes to the Unaudited Condensed Consolidated Financial Statements In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. A public entity should apply the amendments in ASU 2023-09 prospectively to all annual periods beginning after December 15, 2024. Early adoption and retrospective application are permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In March 2024, the FASB issued ASU 2024-02, "Codification Improvements." ASU 2024-02 amends the Codification to remove references to various concepts statements and impacts a variety of topics in the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance, but in most instances the references removed are extraneous and not required to understand or apply the guidance. ASU 2024-02 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. While the Company is currently evaluating the impact of this standard, it is not expected to have a significant impact on the Company’s financial statements and disclosures. In November 2024, the FASB issued ASU 2024-03, “Income Statement (Topic 220): Reporting Comprehensive Income - Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses." ASU 2024-03 requires public companies to disclose additional information about certain expense categories, including purchases of inventory, employee compensation, depreciation, amortization, and depletion, in both interim and annual financial statements. 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. Note 3. Liquidity 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 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 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. Management evaluated these conditions and anticipates that its current unrestricted cash and cash equivalents and cash to be generated from net sales will be sufficient to meet its financial obligations as they become due over at least the next twelve months from the issuance date of these Unaudited Condensed Consolidated Financial Statements. The Company may, however, seek additional capital within the next twelve months, both to fund its projected operating plans after the next twelve months and/or to fund the Company’s longer-term strategic objectives. 8 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Notes to the Unaudited Condensed Consolidated Financial Statements Note 4. 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 months ended March 31, 2025 and 2024: Three Months Ended March 31, (In thousands, except per share data) 2025 2024 Numerator: Net income (loss) $ 5,063 $ ( 492 ) Denominator: Weighted average common shares outstanding for basic earnings per share (1) 77,810 75,230 Plus: incremental shares from assumed exercise of options and assumed vesting of restricted stock (2) 5,422 — Adjusted weighted average common shares outstanding for diluted earnings per share 83,232 75,230 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 Stock options 1,869 13,845 Restricted stock units — 894 Note 5. Business Segments The Company has the following three reportable segments: • Consumer Products segment: provides finished dietary supplement products that contain the Company's proprietary ingredients directly to consumers and distributors and offers NAD+ test kits exclusively to healthcare practitioners; • Ingredients segment : develops and commercializes proprietary-based ingredient technologies, including food-grade Niagen® and pharmaceutical-grade Niagen®, and supplies these ingredients as raw materials to the manufacturers of consumer products and U.S. FDA-registered 503B outsourcing facilities, respectively; and • Analytical Reference Standards and Services segment: offers the supply of phytochemical reference standards and other research and development services. The Company’s reportable segments are significant operating segments that offer differentiated services. This structure reflects the Company’s current operational and financial management and provides the best structure to maximize the Company's objectives and investment strategy, while maintaining financial discipline. The Company's Chief Executive Officer, who 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 (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. There are no intersegment sales that require elimination. The “Corporate and other” classification includes corporate items not allocated by the Company to each reportable segment. 9 Table of Contents 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 March 31, 2025 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Corporate and other Total (In thousands) Net sales $ 21,501 $ 8,169 $ 811 $ — $ 30,481 Cost of sales 7,407 3,101 642 — 11,150 Gross profit 14,094 5,068 169 — 19,331 Operating expenses: Sales and marketing 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 General and administrative — — — 5,184 5,184 Operating expenses 8,848 420 107 5,184 14,559 Operating income (loss) $ 5,246 $ 4,648 $ 62 $ ( 5,184 ) $ 4,772 Three months ended March 31, 2024 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Corporate and other Total (In thousands) Net sales $ 17,351 $ 4,088 $ 714 $ — $ 22,153 Cost of sales 6,154 1,837 706 — 8,697 Gross profit 11,197 2,251 8 — 13,456 Operating expenses: 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 General and administrative — — — 5,352 5,352 Operating expenses 8,291 412 132 5,352 14,187 Operating income (loss) $ 2,906 $ 1,839 $ ( 124 ) $ ( 5,352 ) $ ( 731 ) 10 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Notes to the Unaudited Condensed Consolidated Financial Statements Disaggregation of Revenue The Company disaggregates its revenue from contracts with customers by type of goods or services for each of its segments, as the Company believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. Disaggregated revenues are as follows: Three Months Ended March 31, 2025 Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total (In thousands) Tru Niagen®, Consumer Product $ 21,501 $ — $ — $ 21,501 Food-grade Niagen® — 6,974 — 6,974 Pharmaceutical-grade Niagen® — 1,000 — 1,000 Subtotal Niagen® Related 21,501 7,974 — 29,475 Other Ingredients — 195 — 195 Reference Standards — — 798 798 Consulting and Other — — 13 13 Subtotal Other Goods and Services — 195 811 1,006 Total Net Sales $ 21,501 $ 8,169 $ 811 $ 30,481 Three Months Ended March 31, 2024 Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total (In thousands) Tru Niagen®, Consumer Product $ 17,351 $ — $ — $ 17,351 Food-grade Niagen® — 4,088 — 4,088 Pharmaceutical-grade Niagen® — — — — Subtotal Niagen® Related 17,351 4,088 — 21,439 Other Ingredients — — — — Reference Standards — — 681 681 Consulting and Other — — 33 33 Subtotal Other Goods and Services — — 714 714 Total Net Sales $ 17,351 $ 4,088 $ 714 $ 22,153 Disclosure of Major Customers Major customers are defined as customers whose sales or trade receivables individually consist of more than ten percent of total sales or total trade receivables, respectively. Percentage of net sales from major customers of the Company’s consumer products segment and ingredients segment for the periods indicated were as follows: Three Months Ended March 31, Major Customers 2025 2024 A.S. Watson Group - Former Related Party (1) * 13.4 % Life Extension 15.2 % * * Represents less than 10% (1) For additional information regarding the relationship between the Company and A.S. Watson Group, see Note 6, Related Party Transactions . 11 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Notes to the Unaudited Condensed Consolidated Financial Statements The percentage of the amounts due from major customers to total trade receivables, net for the periods indicated were as follows: Percentage of the Company's Total Trade Receivables Major Customers At March 31, 2025 At December 31, 2024 A.S. Watson Group - Former Related Party (1) 35.4 % 47.6 % Amazon Marketplaces * 14.3 % Life Extension 12.3 % * Wells Pharma of Houston 14.2 % 10.3 % * Represents less than 10% (1) For additional information regarding the relationship between the Company and A.S. Watson Group, see Note 6, Related Party Transactions . 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. The Company has determined that the current concentration is primarily due to the timing of purchases, and the Company does not consider the concentration of its trade receivables to be a significant risk. Nevertheless, to ensure prudence and safeguard against potential challenges arising from this concentration, the Company remains vigilant in monitoring the creditworthiness and payment behavior of these major customers. Furthermore, the Company continues to pursue new partnerships and business opportunities which helps to diversify its customer base and minimize the risk of an overreliance on any particular trade receivable. Despite the Company’s risk mitigation efforts, there is no assurance that the Company will not experience delays or defaults in payment from its customers, which could result in an increase in the Company's bad debt expense, a reduction in cash flows, and a negative impact on its financial performance. Note 6. Related Party Transactions Prior to August 20, 2024, A.S. Watson Group was considered a related party through common ownership by an enterprise that beneficially owned more than 10% of the common stock of the Company. On August 20, 2024, this entity sold its ownership in the Company, and A.S. Watson Group ceased to be a related party as of that date. However, the Company has maintained its relationship with A.S. Watson Group. The Company had no trade receivables connected to related parties as of 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 A.S. 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. 12 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Notes to the Unaudited Condensed Consolidated Financial Statements Note 7. Inventories 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 Consumer Products - Work in Process 5,001 2,130 Bulk ingredients 2,123 757 Reference standards 471 494 Total Inventory $ 11,185 $ 9,192 Note 8. Leases The Company accounts for its leases in accordance with ASU No. 2016-02 (Topic 842) which requires that a lessee recognize the assets and liabilities that arise from operating leases. The ASU requires lessees to recognize a liability for lease obligations, which represents the discounted obligation to make future lease payments, and a corresponding right-of-use (ROU) asset on the balance sheet. The Company leases office space facilities and a research and development laboratory under non-cancelable operating leases with varying expirations extending through fiscal year 2030. The lease agreements provide for renewal options and rent escalation over the lease term as well as require the Company to pay maintenance, insurance and property taxes. 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 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 Operating leases Operating lease expense $ 218 $ 231 Variable lease expense (1) 98 108 Operating lease expense 316 339 Short-term lease rent expense 4 4 Total expense $ 320 $ 343 (1) Variable lease costs, including property taxes and insurance and common area maintenance fees, are classified in cost of services in the Company's Unaudited Condensed Consolidated Statements of Operations. At March 31, 2025 Weighted-average remaining lease term (years), operating leases 4.0 Weighted-average discount rate, operating leases 7.8 % 13 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Notes to the Unaudited Condensed Consolidated Financial Statements Future minimum lease payments under operating leases as of March 31, 2025 are as follows: Year (In thousands) 2025 (Remainder) $ 807 2026 1,183 2027 782 2028 657 2029 338 2030 263 Total 4,030 Less present value discount ( 515 ) Present value of total operating lease liabilities 3,515 Less current portion ( 939 ) Long-term obligations under operating leases $ 2,576 Note 9. Share-Based Compensation Equity Plans The Company grants awards to recipients through the 2017 Equity Incentive Plan, as amended (the “2017 Plan”), which was approved by stockholders and the Board of Directors. Pursuant to the latest amendment, the 2017 Plan provides for the issuance of shares that total no more than the sum of (i) 18,150,000 new shares, (ii) any returning shares such as forfeited, cancelled, or expired shares granted under either the 2017 Plan or the Second Amended and Restated 2007 Equity Incentive Plan and (iii) 500,000 shares pursuant to an inducement award. The number of shares available to be issued under the 2017 Plan will be reduced by (i) one share for each share that relates to an option or stock appreciation right award and (ii) 1.5 shares for each share which relates to an award other than a stock option or stock appreciation right award (a full-value award). 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. The Company uses the Black-Scholes option-pricing model to recognize the value of stock-based compensation expense for stock option awards that are not market based. Determining the appropriate fair-value model and calculating the fair value of stock option awards at the grant date requires judgment, including estimating stock price volatility and expected option life. 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 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. 14 Table of Contents 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 three months ended March 31, 2025: Weighted Average: Three Months Ended March 31, 2025 Expected term 6.5 years Expected volatility 77.5 % Risk-free rate 4.5 % 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 three months ended March 31, 2025 : Weighted Average (In thousands except per share data and remaining contractual term) Number of Options Exercise Price Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2024 10,377 $ 3.27 5.8 $ 24,058 Options Granted 1,301 5.54 Options Exercised ( 874 ) 3.56 4,326 Options Forfeited ( 122 ) 6.72 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. 15 Table of Contents 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 (In thousands except per share data and remaining contractual term) Number of Options Exercise Price Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2024 1,000 $ 4.24 2.8 $ 1,070 Options Granted — — Options Exercised ( 535 ) 4.24 $ 1,633 Options Forfeited — — Outstanding and exercisable at March 31, 2025 465 $ 4.24 2.6 $ 1,237 * *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. 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 three months ended March 31, 2025: (In thousands except per share fair value) Number of RSUs Weighted Average Fair Value Unvested shares at December 31, 2024 609 $ 1.64 Granted — — Vested ( 229 ) 1.70 Forfeited ( 36 ) 1.63 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 Fair Value Unvested shares at December 31, 2024 — $ — Granted 1,519 3.44 Vested — — Forfeited — — Unvested shares at March 31, 2025 1,519 $ 3.44 16 Table of Contents 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 March 31, (In thousands) 2025 2024 Share-based compensation expense Cost of sales $ 59 $ 87 Sales and marketing 206 192 Research and development 123 242 General and administrative 687 463 Total $ 1,075 $ 984 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. Note 10. Commitments and Contingencies Legal proceedings 1. Elysium Health, LLC (A) California Action On December 29, 2016, Niagen Bioscience filed a complaint in the United States District Court for the Central District of California, naming Elysium Health, Inc. (together with Elysium Health, LLC, “Elysium”) as defendant (Complaint). On January 25, 2017, Elysium filed an answer and counterclaims in response to the Complaint (together with the Complaint, the “California Action”). Over the course of the California Action, the parties have each filed amended pleadings several times and have each engaged in several rounds of motions to dismiss and one round of motion for judgment on the pleadings with respect to various claims. Most recently, on November 27, 2018, Niagen Bioscience filed a fifth amended complaint that added an individual, Mark Morris, as a defendant. Elysium and Morris (Defendants) moved to dismiss on December 21, 2018. The court denied Defendants’ motion on February 4, 2019. Defendants filed their answer to Niagen Bioscience’s fifth amended complaint on February 19, 2019. Niagen Bioscience filed an answer to Elysium’s restated counterclaims on March 5, 2019. Discovery closed on August 9, 2019. On August 16, 2019, the parties filed motions for partial summary judgment as to certain claims and counterclaims. On January 16, 2020, the court granted both parties’ motions for summary judgment in part and denied both in part. Following the court’s January 16, 2020 order, Niagen Bioscience’s claims asserted in the California Action, among other allegations, were that (i) Elysium breached the Supply Agreement, dated June 26, 2014, by and between Niagen Bioscience and Elysium (pTeroPure® Supply Agreement), (ii) Elysium breached the Supply Agreement, dated February 3, 2014, by and between Niagen Bioscience and Elysium, as amended (“Niagen® Supply Agreement”), (iii) Defendants misappropriated Niagen Bioscience trade secrets, (iv) Morris breached two confidentiality agreements, (v) Morris breached his fiduciary duty to Niagen Bioscience, and (vi) Elysium aided and abetted Morris’s breach of fiduciary duty. Niagen Bioscience sought damages, interest, and other relief. Elysium’s claims alleged in the California Action were that (i) Niagen Bioscience breached the Niagen® Supply Agreement, (ii) Niagen Bioscience fraudulently induced Elysium into entering into the Trademark License and Royalty Agreement, dated February 3, 2014, by and between Niagen Bioscience and Elysium (the “License Agreement”), (iv) Niagen Bioscience misused its patent rights, and (v) Niagen Bioscience was unjustly enriched by the royalties Elysium paid pursuant to the License Agreement. Elysium sought damages, restitution, a declaratory judgment, and other relief. 17 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Notes to the Unaudited Condensed Consolidated Financial Statements On November 18, 2020, the court set trial to begin on September 21, 2021. The jury trial portion of the case commenced on September 21, 2021. The jury returned a verdict on September 27, 2021. The verdict found (i) Elysium liable for breaches of the Niagen® and pTeroPure® Supply Agreements for failing to pay for purchases of the ingredients totaling approximately $ 3.0 million, (ii) Mark Morris liable for breach of a confidentiality agreement, requiring him to disgorge approximately $ 17,307 , (iii) Niagen Bioscience liable for breaching the Niagen® Supply Agreement for not issuing certain refunds or credits 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. v. Elysium Health, Inc., No. 2022-1116 (the “Federal Circuit Appeal”). On September 28, 2022, the court issued an order staying the California Action pending the final resolution of the Federal Circuit Appeal. The California Action remained stayed until early 2024. On February 23, 2024, Niagen Bioscience, Elysium, and Mark Morris filed a joint status report and stipulation requesting that the court approve a schedule for briefing concerning the judgment in the California Action. On February 26, 2024, the court approved the joint stipulation and adopted the parties’ proposed briefing schedule. On April 26, 2024, Niagen Bioscience filed its motion for entry of final judgment. On August 13, 2024, the court granted Niagen Bioscience’s motion for entry of final judgment and entered a judgment requiring Elysium to pay to Niagen Bioscience the sum of $ 2,500,000 . On September 11, 2024, Elysium and Mark Morris filed a notice of appeal. On September 25, 2024, Niagen Bioscience filed a notice of conditional cross-appeal. On September 3, 2024, Niagen Bioscience filed with the district court a motion for attorney’s fees, costs, and interest. On October 8, 2024, the court issued an order granting Niagen Bioscience’s request for interest and denying Niagen Bioscience’s request for attorney’s fees and costs. In its October 8, 2024 order, the court awarded to Niagen Bioscience pre-judgment interest in the amount of $ 21,768.82 and post-judgment interest accruing at the rate of 4.46 percent per annum until satisfaction of the $ 2,500,000 judgment. On November 7, 2024, Niagen Bioscience filed a notice of appeal from the court’s order denying Niagen Bioscience’s request for attorney’s fees and costs. On December 24, 2024, the parties reached a binding settlement agreement (the “Settlement Agreement”) to resolve the California Action, including any outstanding post-judgment matters, as well as each of the above-referenced appeals pending in the U.S. Court of Appeals for the Ninth Circuit (the “Appeals”). On December 26, 2024, pursuant to the Settlement Agreement, the parties filed with the district court a joint stipulation to amend the judgment, whereby the parties requested that the court vacate the August 13, 2024 judgment and enter an amended judgment consistent with the terms of the Settlement Agreement. On December 27, 2024, the court vacated the August 13, 2024 judgment and entered an amended judgment consistent with the terms of the parties’ Settlement Agreement as stated in the parties’ December 26, 2024 joint stipulation. Pursuant to the Settlement Agreement and the December 27, 2024 judgment: (i) Elysium must pay a total of $ 2,650,000 to Niagen Bioscience to resolve the California Action and the Appeals (the “Settlement Payment”); (ii) the $ 2,650,000 Settlement Payment shall be paid in two equal installments of $ 1,325,000 each, the first of which was to be paid on or before December 31, 2024 (the “First Installment”), and the second of which is to be paid on or before March 31, 2025 (the “Second Installment”); (iii) if Elysium fails to timely pay either installment of the Settlement Payment, Niagen Bioscience shall be entitled to recover from Elysium reasonable attorney’s fees and interest. The December 27, 2024 judgment also provides that the district court shall retain jurisdiction of the California Action until April 30, 2025 for the purposes of enforcing the terms of the December 27, 2024 judgment and the Settlement Agreement. 18 Table of Contents Niagen Bioscience, Inc. and Subsidiaries Notes to the Unaudited Condensed Consolidated Financial Statements On December 27, 2024, the Company received from Elysium payment of the First Installment in the amount of $ 1,325,000 and on March 28, 2025 the Company received from Elysium payment of the Second Installment in the amount of $ 1,325,000 which the Company recorded as a recovery of credit losses within general and administrative expense in its Consolidated Statements of Operations. On December 30, 2024, pursuant to the Settlement Agreement, the parties filed with the Ninth Circuit a stipulated motion to voluntarily dismiss the pending Appeals, and on December 31, 2024, the Ninth Circuit dismissed the Appeals. On April 4, 2025, the Company filed an acknowledgement of satisfaction of 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. Patent Nos. 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. 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, 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. On January 6, 2020, the Delaware court issued an oral order instructing the parties to submit a joint status report after the January 13, 2020 motions hearing in the California Action. The joint status report was submitted on January 30, 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, Niagen Bioscience served infringement contentions. Elysium filed a Second Amended Answer on July 10, 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 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. 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. 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. On July 22, 2020 the parties filed a Joint Claim Construction Chart and respective motions for claim construction. The parties filed a Joint Claim Construction Brief on November 5, 2020. The Court held a Markman hearing on claim-construction issues on December 17, 2020. The Court entered a claim-construction ruling on January 5, 2021. Fact discovery closed on January 26, 2021. Opening expert reports were served on February 9, 2021. Responsive expert reports were served on March 9, 2021. Reply expert reports were served on March 30, 2021. Both parties filed dispositive and Daubert motions on April 27, 2021. 19 Table of Contents 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. 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. 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, 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. On May 10, 2023, the court of appeals denied the petition. On May 17, 2023, the court of appeals issued the mandate. On June 16, 2023, Elysium filed a bill of costs and a motion for attorneys’ fees and costs. 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, Niagen Bioscience filed a petition for writ of certiorari . On October 16, 2023, the Supreme Court denied the petition. On March 25, 2024, the Court granted Elysium’s motion for attorneys’ fees and costs. On April 9, 2024, the Court entered a stipulated schedule and procedure for resolving the amount of fees and costs. On May 23, 2024, Elysium filed its opening brief. On June 6, 2024, Niagen Bioscience filed its response brief. On June 13, 2024, Elysium filed its reply brief. On August 20, 2024, the Court issued a ruling on the parties’ disputes regarding the amount of fees and costs and instructed the parties to meet and confer about the next steps in light of the ruling. On October 1, 2024, the parties submitted a joint motion for entry of judgment. On October 28, 2024, the court issued its final judgement resolving the amount of fees and costs granting $ 9.2 million, plus judgment interest on this amount calculated at a rate of 5.02 % compounded annually on any unpaid balance for the period from March 25, 2024, until Niagen Bioscience pays the total sum owed. 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 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. 2. Contingencies (A) In September 2019, the Company received a letter from a licensor stating that the Company owed the licensor $ 1.6 million plus interest for sublicense fees as a result of the Company entering into a supply agreement with a customer. After reviewing the relevant facts and circumstances, the Company believes that the Company does not owe any sublicense fees to the licensor and has corresponded with the licensor to resolve the matter. The Company does not believe that the ultimate resolution of this matter will be material to the Company’s results of operations, financial condition or cash flows. (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. The statements were included in press releases and referenced in social media posts. On November 18, 2020, the Company provided a response to the Letter stating that the Company disagrees with the assertion in the Letter that the Company’s products are intended to mitigate, prevent, treat, diagnose or cure COVID-19 in violation of certain sections of the Federal Food, Drug, and Cosmetic Act or that they were unsubstantiated under the FTC Act, but rather accurately reflected the state of the science and the results of scientific research. Nonetheless, the Company also responded that it had deleted social media references to the studies and removed related press releases from its website. On April 30, 2021, the Company received an additional warning letter (the Second Letter) from only the FTC. The Second Letter references the original Letter, and cites additional statements issued by the Company and certain officers and advisors of the Company relating to nicotinamide riboside and scientific studies related to COVID-19. 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. 20 Table of Contents 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. The Company stated that the press release identified in the Second Letter is appropriate and not a deceptive act or practice under applicable law. The Company affirmed its belief in the need to accurately report on the scientific results of its studies to its investors and welcomed the opportunity to discuss its research and development program with the FTC and receive guidance on future releases. 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. 3. 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." Note 11. Employee Retention Tax Credit In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was signed into law, providing numerous tax provisions and other stimulus measures, including the Employee Retention Tax Credit (ERTC): a refundable tax credit against certain employment taxes for qualifying businesses keeping employees on their payroll during the COVID-19 pandemic. The Company determined 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 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 IRS announced an immediate halt in processing new claims for the employee retention credit until at least the end of 2023, citing ongoing concerns about improper claims. The IRS guaranteed ongoing processing of existing claims, albeit at a reduced pace and with increased compliance scrutiny. The Company 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. 21 Table of Contents