Niagen Bioscience, Inc. 10-K

Item 8. Financial Statements and Supplementary Data The financial statements are set forth in the pages listed below. Page Reports of Independent Registered Public Accounting Firm F-1 Consolidated Balance Sheets at December 31, 2020 and December 31, 2019 F-2 Consolidated Statements of Operations for the Years Ended December 31, 2020 and December 31, 2019 F-3 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2020 and December 31, 2019 F-4 Consolidated Statements of Cash Flows for the Years Ended December 31, 2020 and December 31, 2019 F-4 Notes to Consolidated Financial Statements F-5 47 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of ChromaDex Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of ChromaDex Corporation and Subsidiaries (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Revenue recognition – identification of contractual terms in certain customer arrangements Critical Audit Matter Description We identified a critical audit matter in the ingredients reportable segment associated with a contract that includes determining the performance obligations and an allocation of consideration as further described in Note 10 to the consolidated financial statements. The principal considerations for our determination in performing procedures relating to revenue recognition, specifically the identification and evaluation of terms and conditions in the contract, is a critical audit matter as there was significant judgment by management in identifying and evaluating terms and conditions in the contract that impacted revenue recognition. This in turn led to a high degree of auditor judgment, subjectivity and effort in performing such procedures and in evaluating the audit evidence to determine whether the terms and conditions in the contract were appropriately identified and evaluated by management. How the Critical Audit Matter Was Addressed in the Audit Addressing the matter involved performing procedures and evaluation of audit evidence that included, among others (i) evaluating contract terms and conditions, (ii) reviewing and assessing the methodology applied and testing the reliability and mathematical accuracy of the underlying data and calculations, (iii) testing management’s identification of performance obligations by evaluating whether the promises were both capable of being distinct and distinct within the context of the contract, including reading the selected contracts and inquiring of certain of the Company’s accounting and operations personnel to understand the nature of the promises and how they are delivered to the customer, (iv) evaluating and concluding on the reasonableness of managements judgments and estimates. /s/ Marcum LLP Marcum LLP We have served as the Company’s auditor since 2013. New York, NY March 12, 2021 F-1 Table of Contents ChromaDex Corporation and Subsidiaries Consolidated Balance Sheets December 31, 2020 and December 31, 2019 (In thousands, except per share data) Dec. 31, 2020 Dec. 31, 2019 Assets Current Assets Cash, including restricted cash of $ 0.2 million and $ 0.2 million, respectively $ 16,697 $ 18,812 Trade receivables, net of allowances of $ 0.2 million and $ 2.8 million, respectively; Receivables from Related Party: $ 0.9 million and $ 0.8 million, respectively 2,694 2,175 Inventories 11,683 11,535 Prepaid expenses and other assets 1,145 996 Total current assets 32,219 33,518 Leasehold Improvements and Equipment, net 3,206 3,765 Intangible Assets, net 1,082 1,311 Right of Use Assets 1,226 891 Other Long-term Assets 625 762 Total assets $ 38,358 $ 40,247 Liabilities and Stockholders’ Equity Current Liabilities Accounts payable $ 9,445 $ 9,626 Accrued expenses 6,133 4,415 Current maturities of operating lease obligations 589 595 Current maturities of finance lease obligations 31 258 Customer deposits 278 169 Total current liabilities 16,476 15,063 Deferred Revenue 4,441 3,873 Operating Lease Obligations, Less Current Maturities 997 848 Finance Lease Obligations, Less Current Maturities 20 18 Total liabilities 21,934 19,802 Commitments and Contingencies - - Stockholders’ Equity Common stock, $ .001 par value; authorized 150,000 shares; issued and outstanding December 31, 2020 61,881 shares and December 31, 2019 59,562 shares 62 60 Additional paid-in capital 158,190 142,285 Accumulated deficit ( 141,825 ) ( 121,900 ) Cumulative translation adjustments ( 3 ) - Total stockholders’ equity 16,424 20,445 Total liabilities and stockholders’ equity $ 38,358 $ 40,247 See Notes to Consolidated Financial Statements. F-2 Table of Contents ChromaDex Corporation and Subsidiaries Consolidated Statements of Operations Years Ended December 31, 2020 and December 31, 2019 (In thousands, except per share data) 2020 2019 Sales, net $ 59,257 $ 46,291 Cost of sales 23,983 20,522 Gross profit 35,274 25,769 Operating expenses: Sales and marketing 20,948 18,216 Research and development 3,732 4,420 General and administrative 30,448 34,308 Other - 125 Operating expenses 55,128 57,069 Operating loss ( 19,854 ) ( 31,300 ) Nonoperating expense: Interest expense, net ( 71 ) ( 847 ) Nonoperating expenses ( 71 ) ( 847 ) Net loss ( 19,925 ) ( 32,147 ) Basic and diluted loss per common share: $ ( 0.33 ) $ ( 0.56 ) Basic and diluted weighted average common shares outstanding 61,067 57,056 See Notes to Consolidated Financial Statements. F-3 Table of Contents ChromaDex Corporation and Subsidiaries Consolidated Statement of Stockholders ’ Equity Years Ended December 31, 2020 and December 31, 2019 (In thousands) Total Common Stock Additional Accumulated Stockholders’ Shares Amount Paid-in Capital Deficit Equity Balance, December 31, 2018 55,089 $ 55 $ 116,876 $ ( 89,753 ) $ 27,178 Issuance of common stock, net of offering costs of $0.2 million 1,568 2 6,770 - 6,772 Issuance of common stock for conversion of debt and accrued interest 2,267 2 10,121 10,123 Debt discount to covertible notes - - 281 - 281 Exercise of stock options 427 1 1,065 - 1,066 Exercise of of warrants 44 - - - - Share-based compensation 167 - 7,172 - 7,172 Net loss - - - ( 32,147 ) ( 32,147 ) Balance, December 31, 2019 59,562 $ 60 $ 142,285 $ ( 121,900 ) $ 20,445 Issuance of common stock, net of offering costs of $0.1 million 1,225 1 4,855 - 4,856 Exercise of stock options 1,094 1 4,114 - 4,115 Share-based compensation - - 6,936 - 6,936 Translation adjustment - - - ( 3 ) ( 3 ) Net loss - - - ( 19,925 ) ( 19,925 ) Balance, December 31, 2020 61,881 $ 62 $ 158,190 $ ( 141,828 ) $ 16,424 See Notes to Consolidated Financial Statements. F-4 Table of Contents ChromaDex Corporation and Subsidiaries Consolidated Statements of Cash Flows Years Ended December 31, 2020 and December 31, 2019 (In thousands) 2020 2019 Cash Flows From Operating Activities Net loss $ ( 19,925 ) $ ( 32,147 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation of leasehold improvements and equipment 871 762 Amortization of intangibles 243 246 Amortization of right of use assets 399 515 Share-based compensation 6,936 7,172 Allowance for doubtful trade receivables ( 2,576 ) 2,228 Loss from investment in long-term assets 395 - Loss from impairment of intangibles 4 - Loss from disposal of equipment - 7 Amortization of convertible notes issuance costs and discount - 846 Non-cash financing costs 94 134 Changes in operating assets and liabilities: Trade receivables 2,057 ( 44 ) Inventories ( 148 ) ( 3,286 ) Implementation costs for cloud computing arrangement ( 142 ) - Prepaid expenses and other assets ( 427 ) ( 191 ) Accounts payable ( 181 ) 78 Accrued expenses 1,717 103 Deferred revenue 568 3,873 Customer deposits and other 106 ( 106 ) Payments on operating leases ( 591 ) ( 629 ) Net cash used in operating activities ( 10,600 ) ( 20,439 ) Cash Flows From Investing Activities Proceeds from disposal of assets held at escrow - 553 Purchases of leasehold improvements and equipment ( 124 ) ( 743 ) Purchases of intangible assets ( 18 ) ( 10 ) Investment in other long-term assets ( 23 ) ( 49 ) Net cash used in investing activities ( 165 ) ( 249 ) Cash Flows From Financing Activities Proceeds from issuance of common stock, net 4,856 6,772 Proceeds from sale of convertible notes - 10,000 Payment of convertible notes issuance costs - ( 565 ) Payment of debt issuance costs ( 49 ) ( 113 ) Proceeds from exercise of stock options 4,115 1,066 Principal payments on finance leases ( 272 ) ( 276 ) Net cash provided by financing activities 8,650 16,884 Net decrease in cash ( 2,115 ) ( 3,804 ) Cash Beginning of Year, including restricted cash of $0.2 million for both 2020 and 2019 18,812 22,616 Cash Ending of Year, including restricted cash of $0.2 million for both 2020 and 2019 $ 16,697 $ 18,812 Supplemental Disclosures of Cash Flow Information Cash payments for interest on finance leases $ 13 $ 33 Supplemental Schedule of Noncash Operating Activity Finance lease obligation incurred on licensing fees $ - $ 99 Right of use assets transferred $ - $ 62 Operating lease obligation transferred $ - $ 65 Operating lease obligation incurred for entering into lease amendment $ 734 $ - Supplemental Schedule of Noncash Investing Activity Finance lease obligation incurred for purchase of computer equipment and software $ 47 $ 143 Operating lease obligation incurred for tenant improvement credit received $ - $ 64 Retirement of fully depreciated equipment - cost $ 5 $ - Retirement of fully depreciated equipment - accumulated depreciation $ 5 $ - Supplemental Schedule of Noncash Financing Activity Issuance of common stock for conversion of debt and accrued interest $ - $ 10,123 See Notes to Consolidated Financial Statements. F-5 Table of Contents Note 1. Nature of Business ChromaDex Corporation and its wholly owned subsidiaries, ChromaDex, Inc., ChromaDex Analytics, Inc., ChromaDex Asia Limited and ChromaDex Europa B.V. (collectively, “ChromaDex”, the “Company” or, in the first person as “we” “us” and “our”) 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+”), levels of which decline with age. ChromaDex is the innovator behind NAD+ precursor nicotinamide riboside (“NR”), commercialized as the flagship ingredient NIAGEN®. Nicotinamide riboside and other NAD+ precursors are protected by ChromaDex’s patent portfolio. ChromaDex delivers NIAGEN® as the sole active ingredient in its consumer product TRU NIAGEN®. The Company also has analytical reference standards and services segment, which focuses on natural product fine chemicals (known as “phytochemicals”) and related chemistry services. On January 15, 2021, Healthspan Research, LLC was dissolved. Prior to its dissolution, Healthspan Research, LLC contributed its assets and liabilities to ChromaDex Inc. Note 2. Liquidity The Company has incurred a net loss of approximately $ 19.9 million for the year ended December 31, 2020. As of December 31, 2020, cash and cash equivalents totaled approximately $ 16.7 million, which includes restricted cash of approximately $ 0.2 million. Subsequent to the year ended December 31, 2020, the Company entered into a Securities Purchase Agreement with an investor, pursuant to which the Company sold and issued an aggregate of $ 25.0 million of the Company’s common stock (the “Financing”). Please refer to Note 17. Subsequent Events for more details. The Company anticipates that its current cash, cash equivalents and cash to be generated from operations, $ 25.0 million received from the Financing described above and available line of credit up to $ 7.0 million from Western Alliance Bank will be sufficient to meet its projected operating plans through at least the next twelve months from the issuance date of this report. The Company may, however, seek additional capital within the next twelve months, both to meet its projected operating plans within the next twelve months and/or to fund its longer term strategic objectives. In June 2020, we filed a $ 125.0 million registration statement on Form S-3 with the Commission, utilizing a “shelf” registration process. Under this shelf registration process, we may sell securities from time to time, including up to $ 50.0 million pursuant to the At Market Issuance Sales Agreement, dated as of June 12, 2020, with B. Riley FBR, Inc. and Raymond James & Associates, Inc. (the “ATM Facility”). As of December 31, 2020, we have not sold any securities pursuant to the ATM Facility. Note 3. Significant Accounting Policies Significant accounting policies are as follows: Basis of presentation: The financial statements and accompanying notes 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. The Company’s fiscal year ends on December 31. F-6 Table of Contents Adopted Accounting Standards in Fiscal 2020 : Effective the first day of fiscal year 2020, the Company adopted Accounting Standards Update (“ASU”) No. 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” Under the new standard, implementation costs related to a cloud computing arrangement will be deferred or expensed as incurred, in accordance with the existing internal-use software guidance for similar costs. The new standard also prescribes the balance sheet, income statement, and cash flow classification of the capitalized implementation costs and related amortization expense. The Company adopted this guidance on a prospective basis in 2020. The implementation costs the Company capitalized during 2020 are included in “Leasehold Improvements and Equipment, net” in the Company’s Consolidated Balance Sheets. The corresponding cash flows related to these arrangements are included in “Net cash used in operating activities” in the Company’s Consolidated Statements of Cash Flows. Use of accounting estimates : The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Revenue recognition : The Company recognizes sales and the related cost of sales when the performance obligations are satisfied. The performance obligations are typically satisfied upon shipment of physical goods or as the services are performed over time. In addition to the satisfaction of the performance obligations, the following conditions are required for revenue recognition: an arrangement exists, there is a fixed price, and collectability is reasonably assured. Discounts, returns and allowances related to sales, including an estimated reserve for the returns and allowances, are recorded as reduction of revenue. The Company accounts for shipping and handling activities performed as cost of sales under a fulfillment cost and any fee received for shipping and handling as part of the transaction price and recognize revenue when control of the good transfers. Shipping and handling fees billed to customers included in net sales for the years ending December 31, 2020 and December 31, 2019 are as follows: (In thousands) 2020 2019 Shipping and handling fees billed $ 278 $ 360 Taxes collected from customers and remitted to governmental authorities are excluded from revenue, which is presented on a net basis in the statement of operations. Restricted cash : The Company classifies cash as restricted if the withdrawal or its usage is restricted for more than three months. In connection with a lease amendment entered on November 9, 2018 to lease additional office space located in Los Angeles, California through October 2021, the Company delivered a letter of credit issued by a bank to the landlord in the amount of $ 0.2 million. The issuing bank required a collateral for the letter of credit and the Company made a deposit covering the letter of credit amount with the issuing bank. The letter of credit expires on October 18, 2021. Trade accounts receivable, net : Trade accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on monthly and quarterly reviews of all outstanding amounts. Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. The allowance amounts for the periods ended December 31, 2020 and December 31, 2019 are as follows: (In thousands) 2020 2019 Allowances Related to Elysium Health $ - $ 2,733 Other Allowances 189 31 $ 189 $ 2,764 F-7 Table of Contents Trade accounts receivable are written off when deemed uncollectible. Recoveries of trade accounts receivable previously written off are recorded when received. Credit risk : Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents and trade receivables. For cash and cash equivalents, the Company has them either in a form of bank deposits or highly liquid debt instruments in investment-grade pursuant to the Company’s investment policy. U.S. bank accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 . As of December 31, 2020, we held a total deposit of approximately $ 14.7 million with one institution and $ 1.8 million with another institution which exceeded the FDIC limit. We, however, believe we have very little credit risk exposure for our cash and cash equivalents. Our trade receivables are derived from sales to our customers. We assess credit risk of our customers through quantitative and qualitative analysis. From this analysis, we establish credit limits and manage the risk exposure. We, however, incur credit losses due to bankruptcy or other failure of the customer to pay. Inventories : Inventories are comprised of work in process and finished goods. They are stated at the lower of cost, determined by the first-in, first-out method, or net realizable value. The inventory on the balance sheet is recorded net of valuation allowances. Labor and overhead has been added to inventory that was manufactured or characterized by the Company. Our normal operating cycle for reference standards is currently longer than one year. The Company regularly reviews inventories on hand and reduces the carrying value for slow-moving and obsolete inventory, inventory not meeting quality standards and inventory subject to expiration. The reduction of the carrying value for slow-moving and obsolete inventory is based on current estimates of future product demand, market conditions and related management judgment. Any significant unanticipated changes in future product demand or market conditions that vary from current expectations could have an impact on the value of inventories. Intangible assets : Intangible assets include licensing rights and are accounted for based on the fair value of consideration given or the fair value of the net assets acquired, whichever is more reliable. Intangible assets with finite useful lives are amortized using the straight-line method over a period of 10 years, or, for licensed patent rights, the remaining term of the patents underlying licensing rights (considered to be the remaining useful life of the license), whichever is shorter. The useful lives of subsequent milestone payments that are capitalized are the remaining useful life of the initial licensing payment that was capitalized. Leasehold improvements and equipment, net : Leasehold improvements and equipment are carried at cost and depreciated on the straight-line method over the lesser of the estimated useful life of each asset or lease term. Leasehold improvements and equipment are comprised of leasehold improvements, laboratory equipment, furniture and fixtures, computer equipment and implementations costs for cloud computing arrangement. Depreciation on equipment under finance lease is included with depreciation on owned assets. Maintenance and repairs are charged to operating expenses as they are incurred. Improvements and betterments, which extend the lives of the assets, are capitalized. Long-lived assets are reviewed for impairment on a periodic basis and when changes in circumstances indicate the possibility that the carrying amount may not be recoverable. Long-lived assets are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. If the forecast of undiscounted future cash flows is less than the carrying amount of the assets, an impairment charge would be recognized to reduce the carrying value of the assets to fair value. If a possible impairment is identified, the asset group’s fair value is measured relying primarily on a discounted cash flow methodology. Customer deposits : Customer deposits represent cash received from customers in advance of product shipment or delivery of services. F-8 Table of Contents Income taxes : Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company has not recorded a reserve for any tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company files tax returns in all appropriate jurisdictions, which include a U.S. federal tax return and various state tax returns. Open tax years for these jurisdictions are 2017 to 2020, which statutes expire in 2021 to 2024, respectively. When and if applicable, potential interest and penalty costs are accrued as incurred, with expenses recognized in general and administrative expenses in the statements of operations. As of December 31, 2020, the Company has no liability for unrecognized tax benefits. Research and development costs: Research and development costs consist of direct and indirect costs associated with the development of the Company’s technologies. These costs are expensed as incurred. Advertising: The Company expenses the production costs of advertising the first time the advertising takes place. Advertising expense for the years ended December 31, 2020 and December 31, 2019 were approximately $ 7,417,000 and $ 6,689,000 , respectively. Share-based compensation : The Company has an Equity Incentive Plan under which the Board of Directors may grant restricted stock or stock options to employees and non-employees. The accounting treatment for share-based payments to employees and non-employees is substantially equivalent. Share-based compensation cost is recorded for all option grants and awards of non-vested stock based on the grant date fair value of the award, and is recognized over the service period required for the award. Prior to October 1, 2018, share-based compensation cost for non-employees was remeasured over the vesting term as earned. The fair value of the Company’s stock options is estimated at the date of grant using the Black-Scholes based option valuation model. For the expected term, the Company uses SEC Staff Accounting Bulletin No. 107 simplified method for “plain vanilla” options with following characteristics: (i) the share options are granted at the market price on the grant date; (ii) exercisability is conditional on performing service through the vesting date on most options; (iii) if an employee terminates service prior to vesting, the employee would forfeit the share options; (iv) if an employee terminates service after vesting, the employee would have 30 to 90 days to exercise the share options; and (v) the share options are nontransferable and nonhedgeable. The volatility assumption is based on the historical volatility of the Company’s common stock with an equivalent remaining expected term. The dividend yield assumption is based on the Company’s history and expectation of future dividend payouts on the common stock. The risk-free interest rate is based on the implied yield available on U.S. treasury zero-coupon issues with an equivalent remaining expected term. Market conditions that affect vesting of stock options are considered in the grant-date fair value. The issues surrounding the valuation for such awards can be complex and consideration needs to be given for how the market condition should be incorporated into the valuation of the award. The Company considers using other valuation techniques, such as Monte Carlo simulations based on a lattice approach, to value awards with market conditions. For option grants without performance conditions, the Company recognizes compensation expense over the requisite service period ratably, recognizing expense for each tranche of each grant starting on the grant date. For stock options that have both service and performance conditions, the Company recognizes compensation expense using the graded attribution method. Compensation expense for stock options with performance conditions is recognized only for those awards expected to vest. The Company recognizes forfeitures when they occur. F-9 Table of Contents Fair Value Measurement: The Company follows the provisions of the accounting standard which defines fair value, establishes a framework for measuring fair value and enhances fair value measurement disclosure. Under these provisions, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. The standard establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use on unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. Financial instruments : The estimated fair value of financial instruments has been determined based on the Company’s assessment of available market information and appropriate valuation methodologies. The fair value of the Company’s financial instruments that are included in current assets and current liabilities approximates their carrying value due to their short-term nature. The carrying amounts reported in the balance sheet for capital lease obligations are present values of the obligations, excluding the interest portion. Recent accounting standards : In June 2016, the Financial Accounting Standards Board issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The standard’s main goal is to improve financial reporting by requiring earlier recognition of credit losses on financing receivables and other financial assets in scope. The new guidance represents significant changes to accounting for credit losses: (i) full lifetime expected credit losses will be recognized upon initial recognition of an asset in scope; (ii) the current incurred loss impairment model that recognizes losses when a probable threshold is met will be replaced with the expected credit loss impairment method without recognition threshold; and (iii) the expected credit losses estimate will be based upon historical information, current conditions, and reasonable and supportable forecasts. ASU 2016-13 introduces two distinctive credit loss impairment models: (i) current expected credit loss impairment model (Subtopic 326-20) applicable to financial assets measured at amortized cost; and (ii) available-for-sale debt securities impairment model (Subtopic 326-30). ASU 2016-13 is effective for public entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Public entities that qualify as a smaller reporting company can elect to defer compliance effective for fiscal years beginning after December 15, 2022. We are currently evaluating the impact of our pending adoption of ASU 2016-13 on our consolidated financial statements. F-10 Table of Contents Note 4. Loss Per Share Applicable to Common Stockholders The following table sets forth the computations of loss per share amounts applicable to common stockholders for the years ended December 31, 2020 and December 31, 2019. Years Ended (In thousands, except per share data) 2020 2019 Net loss $ ( 19,925 ) $ ( 32,147 ) Basic and diluted loss per common share $ ( 0.33 ) $ ( 0.56 ) Basic and diluted weighted average common shares outstanding (1): 61,067 57,056 Potentially dilutive securities (2): Stock options 11,914 10,551 ____________ (1) Includes approximately 0.2 million shares of restricted stock for each of the years 2020 and 2019, which are participating securities that feature voting and dividend rights. (2) Excluded from the computation of loss per share as their impact is antidilutive. Note 5. Inventory The amounts of major classes of inventory for the periods ended December 31, 2020 and December 31, 2019 are as follows: (In thousands) 2020 2019 Consumer Products - Finished Goods $ 2,358 $ 4,877 Consumer Products - Work in Process 5,718 4,659 Bulk ingredients 3,065 1,364 Reference standards 542 635 $ 11,683 $ 11,535 Note 6. Intangible Assets Intangible assets consisted of the following: (In thousands) 2020 2019 Weighted Average Total Amortization Period Healthspan Research LLC Acquisition $ 1,346 $ 1,346 10 years License agreements and other 1,643 1,635 9 years Less accumulated depreciation ( 1,907 ) ( 1,670 ) $ 1,082 $ 1,311 Amortization expenses on amortizable intangible assets included in the consolidated statement of operations for the years ended December 31, 2020 and December 31, 2019 were approximately $0.2 million per year. F-11 Table of Contents Estimated aggregate amortization expense for each of the next five years is as follows: (In thousands) Years ending December: 2021 $ 224 2022 186 2023 158 2024 154 2025 151 Thereafter 209 $ 1,082 Note 7. Leasehold Improvements and Equipment, Net Leasehold improvements and equipment consisted of the following: (In thousands) 2020 2019 Useful Life Laboratory equipment $ 2,967 $ 2,859 10 years Leasehold improvements 2,357 2,320 Lesser of lease term or estimated useful life Computer equipment 751 682 3 to 5 years Implementation costs - Cloud computing arrangements 582 422 5 years Furniture and fixtures 201 201 7 to 10 years Construction in progress 2 71 6,860 6,555 Less accumulated depreciation 3,654 2,790 $ 3,206 $ 3,765 Depreciation expenses on leasehold improvements and equipment included in the consolidated statement of operations for the years ended December 31, 2020 and December 31, 2019 were approximately $ 0.9 million and $ 0.8 million, respectively. Note 8. Leases Operating Leases On August 3, 2020, the Company entered into a lease amendment to lease additional space located in Longmont, Colorado. The lease amendment extends the expiration of the lease period from February 2024 to December 2025. Pursuant to the lease amendment, the Company will make additional total lease payments of approximately $ 0.9 million during the term of the lease. F-12 Table of Contents As of December 31, 2020 and December 31, 2019 the Company had operating lease assets in right of use assets of approximately $ 1.2 million and $ 0.9 million, respectively, and corresponding operating lease liabilities of approximately $ 1.6 million and $ 1.4 million, respectively. For the years ended December 31, 2020 and December 31, 2019, the following were expenses incurred in connection with operating leases: (In thousands) For the Year Ended Dec. 31, 2020 For the Year Ended Dec. 31, 2019 Operating leases Operating lease expense $ 501 $ 663 Variable lease expense 182 246 Operating lease expense 683 909 Short-term lease rent expense 253 70 Total expense $ 936 $ 979 At Dec. 31, 2020 Weighted-average remaining lease term (years) - operating leases 2.6 Weighted-average discount rate - operating leases 7.2 % Minimum future lease payments under operating leases as of December 31, 2020 are as follows: (In thousands) Year Ending December 31, 2021 $ 655 Year Ending December 31, 2022 299 Year Ending December 31, 2023 308 Year Ending December 31, 2024 310 Year Ending December 31, 2025 263 Total 1,836 Less present value discount 249 Operating lease liabilities 1,586 Less current portion 589 Long-term obligations under operating leases $ 997 F-13 Table of Contents Finance Leases As of December 31, 2020 and December 31, 2019, the Company had finance lease assets in equipment assets of approximately $ 0.2 million and $ 0.7 million, respectively and corresponding finance lease liabilities of approximately $ 0.1 million and $ 0.3 million, respectively. For the years ended December 31, 2020 and December 31, 2019, following were expenses incurred in connection with finance leases: (In thousands) For the Year Ended Dec. 31, 2020 For the Year Ended Dec. 31, 2019 Finance leases Amortization of equipment assets $ 93 $ 83 Interest on lease liabilities 13 33 Total expenses $ 106 $ 116 At Dec. 31, 2020 Weighted-average remaining lease term (years) - finance leases 1.3 Weighted-average discount rate - finance leases 7.3 % Minimum future lease payments under finance leases as of December 31, 2020 are as follows: (In thousands) Year Ending December 31, 2021 $ 32 Year Ending December 31, 2022 21 Total 53 Less present value discount 2 Finance lease liabilities 51 Less current portion 31 Long-term obligations under finance leases $ 20 Note 9. Line of Credit On November 12, 2019, the Company entered into a business financing agreement with Western Alliance Bank (the “Credit Agreement”), in order to establish a formula based revolving credit line pursuant to which the Company may borrow an aggregate principal amount of up to $ 7.0 million, subject to the terms and conditions of the Credit Agreement. As of December 31, 2020, the Company did not have any outstanding balance from this line of credit arrangement. The interest rate as of December 31, 2020 was 6.25 %. The interest rate is calculated at a floating rate per month equal to (a) the greater of (i) 4.75% per year or (ii) the Prime Rate published by The Wall Street Journal, plus (b) 1.50 percentage points, plus an additional 5.00 percentage points during any period that an event of default has occurred and is continuing. The Company’s obligations under the Credit Agreement are secured by a security interest in substantially all of the Company’s current and future personal property assets, including intellectual property. Any borrowings, interest or other fees or obligations that the Company owes will become due and payable on November 12, 2021. The Credit Agreement includes quick ratio and minimum liquidity financial covenants. The Company is also subject to a number of affirmative and restrictive covenants, including covenants regarding delivery of financial statements, maintenance of inventory, payment of taxes, maintenance of insurance, dispositions of property, business combinations or acquisitions and incurrence of additional indebtedness, among other customary covenants. Debt Issuance Costs For the years ended December 31, 2020 and December 31, 2019, The Company incurred debt issuance costs of approximately $ 113,000 and $ 49,000 , respectively, in connection with this line of credit arrangement and had an unamortized balance of approximately $ 57,000 as of December 31, 2020. For the line of credit arrangement, the Company elected a policy to keep the debt issuance costs as an asset, regardless of whether an amount is drawn. The remaining unamortized deferred asset will be amortized over the remaining life of the line of credit arrangement. F-14 Table of Contents Note 10. Deferred Revenue In December 2018, the Company entered into a supply agreement with Nestec Ltd. (“Nestlé”), pursuant to which Nestlé is the exclusive customer for NIAGEN® for human use in the (i) medical nutritional and (ii) functional food and beverage categories in certain territories. As consideration for the rights granted to Nestlé, the Company received an upfront fee of $4.0 million in January 2019. In December 2020, the Company also received $1.0 million for the launch of product in certain territory pursuant to the supply agreement. The Company determined that both the $ 4.0 million upfront fee and the $ 1.0 million product launch fee are treated as advance payments for future performance obligations, and utilized output method to recognize the allocated transaction price for this performance obligation as products are supplied over the duration of the exclusivity period. In utilizing output method, the Company estimated total delivery volume based on forecast inputs received from Nestlé on expected purchases of NIAGEN® over the course of the supply agreement. Revenue recognized from deferred revenue were as follows: Year ending At At (In thousands) Dec. 31, 2020 Dec. 31, 2019 Dec. 31, 2020 Dec. 31, 2019 Revenue recognized from deferred revenue $ 432 $ 127 Deferred Revenue Balance $ 4,441 $ 3,873 Note 11. Income Taxes At December 31, 2020 and December 31, 2019, the Company maintained a full valuation allowance against the entire deferred income tax balance which resulted in an effective tax rates of 0% for both years 2020 and 2019. At December 31, 2020 and December 31, 2019, we recorded a valuation allowance of $ 35.2 million and $ 30.3 million, respectively. The valuation allowance increased by $ 4.9 million during 2020. A reconciliation of income taxes computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is summarized as follows: 2020 2019 Federal income tax expense at statutory rate ( 21.0 )% ( 21.0 )% State income tax, net of federal benefit ( 5.7 )% ( 6.4 )% Permanent differences 1.4 % 1.1 % Change in state tax rate ( 0.1 )% 0.0 % Changes of state net operating losses ( 0.3 )% 0.3 % Change in stock options and restricted stock 0.3 % ( 0.2 )% Change in valuation allowance 25.2 % 26.2 % Other 0.2 % 0.0 % Effective tax rate 0.0 % 0.0 % F-15 Table of Contents The deferred income tax assets and liabilities consisted of the following components as of December 31, 2020 and December 31, 2019: (In thousands) 2020 2019 Deferred tax assets: Net operating loss carryforward $ 28,496 $ 24,233 Stock options and restricted stock 5,051 3,988 Interest expense 220 278 Inventory reserve 272 353 Allowance for doubtful accounts 50 758 Accrued expenses 1,190 689 Deferred revenue 5 - Leasehold improvements and equipment 32 14 Intangibles 85 66 Operating leases 96 152 35,497 30,531 Less valuation allowance ( 35,244 ) ( 30,313 ) 253 218 Deferred tax liabilities: Prepaid expenses ( 253 ) ( 218 ) ( 253 ) ( 218 ) $ - $ - As of December 31, 2020, the Company has tax net operating loss carryforwards for federal and state income tax purposes of approximately $ 106.6 million and $ 92.7 million, respectively, portions of which begin to expire in the year ending December 31, 2023 and 2022, respectively. The federal net operating loss carryforward of $ 66.6 million generated in tax years beginning after December 31, 2017 can be carried forward indefinitely but the deductibility of such net operating loss carryforwards in taxable years beginning after December 31, 2020, is limited to 80% of taxable income. Under the Internal Revenue Code of 1986, as amended (the “Code”), certain ownership changes may subject the Company to annual limitations on the utilization of its net operating loss carryforwards. The Company has determined that the stock issued in the year of 2020 did not create a change in control under the Section 382 of the Code. The Company will continue to analyze the potential impact of any additional transactions undertaken upon the utilization of the net operating losses on a go forward basis. The Tax Cuts and Jobs Act created new Section 951A, which set forth a new set of tax rules affecting U.S. shareholders of controlled foreign corporations (“CFCs”). Section 951A defined a new category of income, global intangible low-taxed income (“GILTI”), which must be included on the U.S. shareholder’s tax return as it is earned, regardless of when it is distributed (similar to subpart F income). This provision is effective for CFC tax years beginning after December 31, 2017. The Company has prepared the GILTI calculation for 2020 and there is no U.S. tax on GILTI for 2020 due to a loss. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act, among other provisions, increases the limitation on the allowed business interest expense deduction from 30 percent to 50 percent of adjusted taxable income for tax years beginning January 1, 2019 and 2020 and allows businesses to immediately expense the full cost of Qualified Improvement Property, retroactive to tax years beginning on or after January 1, 2018. Additionally, the CARES Act permits net operating loss carryovers (“NOLs”) and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company is currently evaluating the impact of the CARES Act, but at present does not expect it to have a material impact on the income tax provision. The Company is currently not under examination by the Internal Revenue Service or any other jurisdictions for any tax years for income taxes. The Company has not identified any material uncertain tax positions requiring a reserve as of December 31, 2020 and December 31, 2019. F-16 Table of Contents Note 12. Related Party Transactions Sale of consumer products Net sales Year ended Dec. 31, 2020 Net sales Year ended Dec. 31, 2019 Trade receivable at Dec. 31, 2020 Trade receivable at Dec. 31, 2019 A.S. Watson Group $ 7.7 million $ 7.3 million $ 0.9 million $ 0.8 million Horizon Ventures (1) $ 1.6 million - - - Total $ 9.3 million $ 7.3 million $ 0.9 million $ 0.8 million *A.S. Watson Group and Horizon Ventures are related parties through common ownership of an enterprise that beneficially owns more than 10% of the common stock of the Company. (1) For the year ended December 31, 2020, Horizon Ventures made purchases to donate to the healthcare workers in Hong Kong hospitals. Note 13. Share-Based Compensation Stock Option Plans At the discretion of the compensation committee of the Board of Directors (the “Compensation Committee”), the Company may grant options to purchase the Company’s common stock to certain individuals from time to time. Management and the Compensation Committee determine the terms of awards which include the exercise price, vesting conditions and expiration dates at the time of grant. Expiration dates for stock options are not to exceed 10 years from their date of issuance. The Company grant awards to recipients through the 2017 Equity Incentive Plan, as amended (the “2017 Plan”), which is approved by the stockholders and Board of Directors. As of December 31, 2020, under the 2017 Plan, the Company is authorized to issue shares subject to awards that total no more than the sum of (i) 14,500,000 new shares, (ii) approximately 384,000 unallocated shares remaining available for the grant of new awards under the 2007 Plan, (iii) any returning shares such as forfeited, cancelled, or expired shares and (iv) 500,000 shares pursuant to an inducement award. The remaining number of shares available for issuance under the 2017 Plan totaled approximately 5.9 million shares at December 31, 2020. General Vesting Conditions The stock option awards generally vest ratably over a three-year period following grant date after a passage of time. However, some stock option awards are market or performance based and vest based on certain triggering events established by the Compensation Committee. F-17 Table of Contents The fair value of the Company’s stock options that are not market or performance based was estimated at the date of grant using the Black-Scholes based option valuation model. The table below outlines the weighted average assumptions for options granted during the years ended December 31, 2020 and December 31, 2019. Year Ended December 2020 2019 Expected term 6 years 6 years Volatility 67 % 67 % Risk-free rate 1 % 2 % Dividend Yield 0 % 0 % 1) Service Period Based Stock Options The majority of options granted by the Company are comprised of service based options. These options vest ratably over a defined period following grant date after a passage of a service period. The following table summarizes service period based stock options activity (in thousands except per share data and remaining contractual term): Weighted Average Remaining Aggregate Number of Exercise Contractual Fair Intrinsic Shares Price Term Value Value Outstanding at December 31, 2018 8,023 $ 3.75 7.11 $ 2,207 Options Granted 2,603 4.03 10.00 $ 2.46 Options Exercised ( 402 ) 2.54 $ 389 Options Expired ( 3 ) 4.50 Options Forfeited ( 712 ) 3.89 Outstanding at December 31, 2019 9,509 $ 3.86 6.90 $ 6,315 Options Granted 3,609 4.18 10.00 $ 2.45 Options Exercised ( 1,052 ) 3.84 $ 1,271 Options Expired ( 259 ) 4.66 Options Forfeited ( 974 ) 3.75 Outstanding at December 31, 2020 10,833 $ 3.96 6.84 $ 10,472 * Exercisable at December 31, 2020 6,670 $ 3.83 5.39 $ 7,562 * *The aggregate intrinsic values in the table above are based on the Company’s closing stock price of $ 4.80 on the last day of business for the year ended December 31, 2020. 2) Performance Based Stock Options The Company also grants 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. F-18 Table of Contents The following table summarizes performance based stock options activity (in thousands except per share data and remaining contractual term): Weighted Average Remaining Aggregate Number of Exercise Contractual Fair Intrinsic Shares Price Term Value Value Outstanding at December 31, 2018 67 $ 1.89 4.08 Options Granted - - Options Exercised ( 25 ) 1.89 $ 69 Options Forfeited - - Outstanding at December 31, 2019 42 $ 1.89 3.08 $ 101 Options Granted 164 4.34 4.00 $ 2.26 Options Exercised ( 42 ) 1.89 $ 100 Options Forfeited ( 83 ) 4.34 Outstanding at December 31, 2020 81 $ 4.34 3.06 $ 37 * Exercisable at December 31, 2020 81 $ 4.34 3.06 $ 37 * *The aggregate intrinsic value in the table above are, based on the Company’s closing stock price of $4.80 on the last day of business for the period ended December 31, 2020. 3) Market Based Stock Options The Company also 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 (in thousands except per share data and remaining contractual term): Weighted Average Remaining Aggregate Number of Exercise Contractual Fair Intrinsic Shares Price Term Value Value Outstanding at December 31, 2018 1,000 $ 4.24 8.76 Options Granted - - Options Exercised - - Options Forfeited - - Outstanding at December 31, 2019 1,000 $ 4.24 7.76 $ 70 Options Granted - - Options Exercised - - Options Forfeited - - Outstanding and Exercisable at December 31, 2020 1,000 $ 4.24 6.76 $ 560 * *The aggregate intrinsic value in the table above are, based on the Company’s closing stock price of $4.80 on the last day of business for the period ended December 31, 2020. F-19 Table of Contents Total Remaining Unamortized Compensation for Stock Options As of December 31, 2020, there was approximately $ 8.3 million of total unrecognized compensation expense related to non-vested share-based compensation arrangements granted under the plans for stock options. That cost is expected to be recognized over a weighted average period of 2.0 years. Restricted Stock Awards Restricted stock awards granted by the Company to employees have vesting conditions that are unique to each award. The following table summarizes activity of restricted stock awards granted (in thousands except per share fair value): Weighted Average Shares Fair Value Unvested shares at December 31, 2018 183 $ 3.25 Granted - - Vested - - Forfeited - - Unvested shares at December 31, 2019 183 $ 3.25 Granted - - Vested - - Forfeited - - Unvested shares at December 31, 2020 183 $ 3.25 Expected to Vest as of December 31, 2020 183 $ 3.25 Performance Stock Awards During the fiscal year 2019, the Compensation Committee approved a grant of 166,666 shares of fully-vested restricted stock to Robert Fried, the Company’s Chief Executive Officer. The shares were granted pursuant to his employment agreement, which provided for the stock grants upon the achievement of certain performance goals. The expense recognized in the fiscal year 2019 for the awarded shares were approximately $ 0.7 million. Share-based Compensation Share-based compensation expenses for the years ended December 31, 2020 and December 31, 2019 were as follows: Year ending (In thousands) Dec. 31, 2020 Dec. 31, 2019 Share-based compensation expense Cost of sales $ 142 $ 107 Sales and marketing 1,282 731 Research and development 551 529 General and administrative 4,961 5,805 Total $ 6,936 $ 7,172 F-20 Table of Contents Note 14. Stock Issuance and Conversion of Convertible Notes Stock Issuance On April 27, 2020, the Company entered into a Securities Purchase Agreement with related parties pursuant to which the Company agreed to sell and issue approximately 1.2 million shares for $ 5.0 million, or $ 4.08 per share. The selling price was determined by the average closing price over the ten trading days immediately preceding the date of Securities Purchase Agreement. On May 7, 2020, the Company closed the transaction and received proceeds of $ 4.9 million, net of offering costs. On August 13, 2019, the Company entered into a Securities Purchase Agreement with certain purchasers, pursuant to which the Company agreed to sell and issue an aggregate of $ 7.0 million of the Company’s common stock at a purchase price of $ 4.465 per share (the “Financing”). On August 15, 2019, the Company closed the Financing and issued approximately 1.6 million shares of its Common Stock. The Company received proceeds of $ 6.8 million, net of offering costs. Conversion of Convertible Notes On May 17, 2019, the Company closed a financing transaction and issued convertible promissory notes (the “Notes”) in the aggregate principal amount of $ 10.0 million to Winsave Resources Limited and Pioneer Step Holdings Limited. The maturity date of the Notes was originally July 1, 2019 and was subsequently extended to August 15, 2019. The Notes accrued interest at a rate of 5.0 % per annum for a total of approximately $ 123,000 through the maturity date. On the maturity date, the Notes automatically converted into approximately 2.3 million shares of the Company’s common stock at a price of $4.465 per share. Summary of Convertible Notes Description Modified Conversion Price * Original Conversion Price Extended Maturity Date Original Maturity Date Amount (In thousands) Principal $ 4.465 $ 4.590 August 15, 2019 July 1, 2019 $ 10,000 Interest at a rate of 5.0% per annum 123 Total Amount Converted for 2.3 million shares $ 10,123 Debt Discount - Issuance costs 565 Debt Discount - Down round feature 282 Total Debt Discount recognized as Interest Expense $ 847 * The conversion price has a down round feature. The original conversion price of $4.59 was lowered to $4.465 due to the Financing. Debt Issuance Costs In connection with the issuance of the Notes, the Company incurred issuance costs of approximately $ 565,000 . The issuance costs were recorded as a debt discount and were amortized as interest expense using the effective interest method over the original term of 45 days. Down Round Feature The Notes had adjustments which meet the definition of a down round feature per ASU 2017-11. Pursuant to the terms of the Notes, the conversion price per share was adjusted downward from $4.59 to $4.465 as the Company closed the Financing on the Maturity Date. As allowed under ASU 2017-11, the Company excluded such down round feature when determining whether the instrument is indexed to the entity’s own stock and did not bifurcate the down round feature from the loan host. In accordance with ASU 2017-11, the Company recognized the value of the triggered down round as a beneficial conversion discount to earnings. The Note purchasers obtained approximately additional 62,000 shares of the Company’s common stock due to the down round feature with an incremental intrinsic value of approximately $ 281,000 . This amount was initially recognized as debt discount and was amortized as interest expense. Along with the issuance cost of the Notes, the Company recorded a total of approximately $ 0.8 million as interest expense in amortization of debt discounts during the year ended December 31, 2019. Debt Modification On June 30, 2019, the Company and the Purchasers entered into an Omnibus Amendment to the Purchase Agreement and the Notes to (i) remove the restriction on the Company issuing common stock during a certain restricted period and (ii) amend the Notes to extend the maturity date by 45 days from July 1, 2019 to August 15, 2019. The amendment to extend the maturity date for another 45 days to August 15, 2019 was recognized as a modification of the Notes. Note 15. Commitments and Contingencies Purchase obligations The Company enters into purchase obligations with various vendors for goods and services that we need for our operations. The purchase obligations for goods and services include inventory, research and development, and laboratory supplies. Minimum future payments under purchase obligations as of December 31, 2020 are as follows: Fiscal year ending: 2021 $ 17.3 Million $ 17.3 Million Royalty The Company has various licensing agreements with leading research universities and other patent holders, pursuant to which the Company acquired patents related to certain products the Company offers to its customers. These agreements afford for royalty payments based on contractual minimums and expire at various dates. In addition, the Company is required to pay a range of 2 % to 5 % of sales related to the licensed products under these agreements. Total royalty expenses including license maintenance fees for the years ended December 31, 2020 and December 31, 2019 were approximately $ 1.9 million and $ 2.7 million, respectively under these agreements. Minimum royalties including license maintenance fees for the next five years are as follows: (In thousands) Fiscal years ending: 2021 $ 370 2022 371 2023 340 2024 350 2025 350 $ 1,781 F-21 Table of Contents Legal proceedings 1. Elysium Health, LLC (A) California Action On December 29, 2016, ChromaDex, Inc. 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 (the “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, ChromaDex, Inc. filed a fifth amended complaint that added an individual, Mark Morris, as a defendant. Elysium and Morris (“the Defendants”) moved to dismiss on December 21, 2018. The court denied Defendants’ motion on February 4, 2019. Defendants filed their answer to ChromaDex, Inc.’s fifth amended complaint on February 19, 2019. ChromaDex, Inc. 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, Inc. and Elysium (the “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, Inc. and Elysium, as amended (the “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, the claims that ChromaDex, Inc. presently asserts in the California Action, among other allegations, are that (i) Elysium breached the Supply Agreement, dated June 26, 2014, by and between ChromaDex, Inc. and Elysium (the “pTeroPure® Supply Agreement”), by failing to make payments to ChromaDex, Inc. for purchases of pTeroPure® and by improper disclosure of confidential ChromaDex, Inc. information pursuant to the pTeroPure® Supply Agreement, (ii) Elysium breached the NIAGEN® Supply Agreement, by failing to make payments to ChromaDex, Inc. for purchases of NIAGEN®, (iii) Defendants willfully and maliciously misappropriated ChromaDex, Inc. 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, Inc. documents and information, (v) Morris breached his fiduciary duty to ChromaDex, Inc. by lying to and competing with ChromaDex, Inc. while still employed there, and (vi) Elysium aided and abetted Morris’s breach of fiduciary duty. ChromaDex, Inc. is seeking 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, Inc.’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. F-22 Table of Contents The claims that Elysium presently alleges in the California Action are that (i) ChromaDex, Inc. breached the NIAGEN® Supply Agreement by not issuing certain refunds or credits to Elysium, (ii) ChromaDex, Inc. fraudulently induced Elysium into entering into the License Agreement, (iv) ChromaDex, Inc.’s conduct constitutes misuse of its patent rights, and (v) ChromaDex, Inc. was unjustly enriched by the royalties Elysium paid pursuant to the License Agreement. Elysium is seeking damages for ChromaDex, Inc.’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, Inc. 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 COVID-19 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 is due March 22, 2021, and ChromaDex’s reply brief is due March 29, 2021. The court set the hearing on the motion for May 3, 2021. (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, Inc. (the “Elysium SDNY Complaint”). Elysium Health alleges in the Elysium SDNY Complaint that ChromaDex, Inc. 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 avers that the citizen petition made Elysium Health’s product appear dangerous, while casting ChromaDex, Inc.’s own product as safe. The Elysium SDNY Complaint asserts four claims for relief: (i) false advertising under the Lanham Act, 15 U.S.C. § 1125(a); (ii) trade libel; (iii) deceptive business practices under New York General Business Law § 349; and (iv) tortious interference with prospective economic relations. ChromaDex, Inc. denies the claims in the Elysium SDNY Complaint and intends to defend against them vigorously. On October 26, 2017, ChromaDex, Inc. 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, Inc. filed its reply on November 9, 2017. On October 26, 2017, ChromaDex, Inc. filed a complaint in the United States District Court for the Southern District of New York against Elysium Health (the “ChromaDex SDNY Complaint”). ChromaDex, Inc. 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. §1125(a); (ii) unfair competition under 15 U.S.C. § 1125(a); (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, Inc. 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, Inc.’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, Inc.’s motion for summary judgment on February 7, 2019. F-23 Table of Contents 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. §1125(a); (ii) unfair competition under 15 U.S.C. § 1125(a); and (iii) deceptive practices under New York General Business Law § 349. ChromaDex answered Elysium’s counterclaims on November 2, 2018. ChromaDex, Inc. 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. § 1125(a). On April 10, 2019, Elysium Health answered the amended complaint and filed amended counterclaims, also adding new claims against ChromaDex, Inc. for false advertising and unfair competition under the Lanham Act, 15 U.S.C. § 1125(a). On July 1, 2019, Elysium Health filed further amended counterclaims, adding new claims under the Copyright Act §§ 106 & 501. On February 9, 2020, ChromaDex, Inc. 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, Inc. 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. On January 19, 2021, the court denied Elysium Health’s motion. The completion of all discovery is set for April 23, 2021 and the deadline to submit the Joint Pretrial Report is June 22, 2021. The court has ordered the parties to be ready for trial on 48 hours’ notice by August 9, 2021. The Company is unable to predict the outcome of these matters and, at this time, cannot reasonably estimate the possible loss or range of loss with respect to the legal proceedings discussed herein. As of December 31, 2020, ChromaDex, Inc. did not accrue a potential loss for the California Action or the Elysium SDNY Complaint because ChromaDex, Inc. believes that the allegations are without merit and thus it is not probable that a liability has been incurred. (C) Delaware - Patent Infringement Action On September 17, 2018, ChromaDex, Inc. 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 violates U.S. Patents 8,197,807 (the “‘807 Patent”) and 8,383,086 (the “‘086 Patent”) that comprise compositions containing isolated nicotinamide riboside held by Dartmouth and licensed exclusively to ChromaDex, Inc. 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, Inc. filed an opposition brief on November 21, 2018 detailing the issues with Elysium’s motion to stay. In particular, ChromaDex, Inc. 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, Inc. 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, Inc.’s prediction, ChromaDex, Inc. 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. F-24 Table of Contents On November 1, 2019, ChromaDex, Inc. 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 ChromaDex, Inc.’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, Inc. served infringement contentions. Elysium filed a Second Amended Answer on July 10, 2020. On April 24, 2020, ChromaDex, Inc. 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, Inc.’s motion for leave to amend and moved to dismiss ChromaDex, Inc. for alleged lack of standing. ChromaDex, Inc. 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, Inc. for alleged lack of standing; and (ii) denying ChromaDex, Inc.’s motion for leave to amend. ChromaDex, Inc. filed a motion for reargument on December 29, 2020. Elysium filed a response to the motion for reargument on January 28, 2021. ChromaDex, Inc. filed a motion for leave to file a sur-reply on February 8, 2021. Elysium filed a response to the motion for leave to file a sur-reply on February 12, 2021. ChromaDex, Inc. filed a reply to the motion for leave to file a sur-reply on February 19, 2021. The Court has not yet ruled on the motion for reargument. 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 are due to be served on March 30, 2021. Trial is scheduled for September 27-30, 2021. 2. Other (A) Employee Dispute On September 25, 2020, the Company received a demand letter from a former employee, alleging a series of employment-related claims against the Company after the employee was laid off as part of a company restructuring. The employee alleges she was harassed and, ultimately, terminated in retaliation for taking intermittent leave, under the Family and Medical Leave Act. No lawsuit has been filed to date. The Company believes these claims are without merit and is seeking to amicably resolve the matter pre-lawsuit. The Company does not anticipate that the ultimate resolution of this matter will be material to the Company’s operations, financial condition or cash flows. (B) Rejuvenation Therapeutics On September 15, 2020, the Company received a letter from a customer, Rejuvenation Therapeutics Corp. (“Rejuvenation”), and has received subsequent correspondence, requesting a full refund of approximately $1.6 million of NIAGEN® it purchased, alleging breaches of the supply agreement between the parties. The Company believes these claims are without merit and is seeking to amicably resolve the matter pre-lawsuit. As of December 31, 2020, the Company has recorded a return liability of approximately $0.5 million, which the Company has offered to settle in good faith. The Company does not anticipate that the ultimate resolution of this matter will be material to the Company’s operations, financial condition or cash flows. F-25 Table of Contents (C) Thorne Research, Inc. On or around September 28, 2020, Thorne Research, Inc. (“Thorne”) provided notice to ChromaDex, Inc. that it intended to terminate its March 25, 2019 Supply Agreement and subsequent amendments with ChromaDex, Inc., effective as of December 31, 2020. A discussion between ChromaDex, Inc. and Thorne followed, and Thorne asserted that it could challenge the ‘086 Patent in an IPR proceeding on the basis of prior art, but would be willing to enter into a mutual existence agreement that would permit Thorne to source NR from a third party. Thorne did not offer substantive information supporting a prior art claim or about the nature of the threatened IPR. On December 1, 2020, Thorne filed a petition for IPR of the ‘086 Patent. Dartmouth’s preliminary response to the petition is due on March 15, 2021. On February 1, 2021, Thorne filed a petition for IPR of the ‘807 Patent. Dartmouth’s preliminary response to the petition is due on May 18, 2021. From time to time we are involved in legal proceedings arising in the ordinary course of our business. We believe that there is no other litigation pending that is likely to have, individually or in the aggregate, a material adverse effect on our financial condition or results of operations. 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 of sublicense fees as a result of the Company entering into the 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 Food and Drug Administration (“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 FD&C Act and the FTC Act, but rather accurately reflected the results of scientific research. Nonetheless, the Company also responded that is had deleted social media references to the studies and removed related press releases from its website. No further action has been taken by the FDA or the FTC to date. 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. F-26 Table of Contents Note 16. Business Segmentation and Geographical Distribution The Company has the following three reportable segments for the years ended December 31, 2020 and December 31, 2019: ● Consumer products segment: provides finished dietary supplement products that contain the Company’s proprietary ingredients directly to consumers as well as to distributors. ● Ingredients segment: develops and commercializes proprietary-based ingredient technologies and supplies these ingredients as raw materials to the manufacturers of consumer products. ● Analytical reference standards and services segment: includes supply of phytochemical reference standards and other research and development services. The “Corporate and other” classification includes corporate items not allocated by the Company to each reportable segment. Further, there are no intersegment sales that require elimination. The Company evaluates performance and allocates resources based on reviewing gross margin by reportable segment. The discontinued operations are not included in following statement of operations for business segments. Year ended Consumer Analytical Reference December 31, 2020 Products Ingredients Standards and Corporate (In thousands) segment segment Services segment and other Total Net sales $ 47,090 $ 9,198 $ 2,969 $ - $ 59,257 Cost of sales 17,541 3,593 2,849 - 23,983 Gross profit 29,549 5,605 120 - 35,274 Operating expenses: Sales and marketing 20,323 41 584 - 20,948 Research and development 3,245 487 - - 3,732 General and administrative - - - 30,448 30,448 Operating expenses 23,568 528 584 30,448 55,128 Operating income (loss) $ 5,981 $ 5,077 $ ( 464 ) $ ( 30,448 ) $ ( 19,854 ) Year ended Consumer Analytical Reference December 31, 2019 Products Ingredients Standards and Corporate (In thousands) segment segment Services segment and other Total Net sales $ 36,075 $ 6,196 $ 4,020 $ - $ 46,291 Cost of sales 14,550 2,980 2,992 - 20,522 Gross profit 21,525 3,216 1,028 - 25,769 Operating expenses: Sales and marketing 17,343 245 628 - 18,216 Research and development 3,699 721 - - 4,420 General and administrative - - - 34,308 34,308 Other - - - 125 125 Operating expenses 21,042 966 628 34,433 57,069 Operating income (loss) $ 483 $ 2,250 $ 400 $ ( 34,433 ) $ ( 31,300 ) F-27 Table of Contents Consumer Analytical Reference At December 31, 2020 Products Ingredients Standards and Corporate (In thousands) segment segment Services segment and other Total Total assets $ 11,567 $ 3,701 $ 802 $ 22,288 $ 38,358 Disaggregation of revenue We disaggregate our revenue from contracts with customers by type of goods or services for each of our segments, as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the tables below. Year Ended December 31, 2020 (In thousands) Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total TRU NIAGEN®, Consumer Product $ 47,090 $ - $ - $ 47,090 NIAGEN® Ingredient - 7,070 - 7,070 Subtotal NIAGEN Related $ 47,090 $ 7,070 $ - $ 54,160 Other Ingredients - 2,128 - 2,128 Reference Standards - - 2,925 2,925 Consulting and Other - - 44 44 Subtotal Other Goods and Services $ - $ 2,128 $ 2,969 $ 5,097 Total Net Sales $ 47,090 $ 9,198 $ 2,969 $ 59,257 Consumer Analytical Reference At December 31, 2019 Products Ingredients Standards and Corporate (In thousands) segment segment Services segment and other Total Total assets $ 12,137 $ 2,135 $ 918 $ 25,057 $ 40,247 F-28 Table of Contents Year Ended December 31, 2019 (In thousands) Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total TRU NIAGEN®, Consumer Product $ 36,075 $ - $ - $ 36,075 NIAGEN® Ingredient - 4,879 - 4,879 Subtotal NIAGEN Related $ 36,075 $ 4,879 $ - $ 40,954 Other Ingredients - 1,317 - 1,317 Reference Standards - - 3,064 3,064 Consulting and Other - - 956 956 Subtotal Other Goods and Services $ - $ 1,317 $ 4,020 $ 5,337 Total Net Sales $ 36,075 $ 6,196 $ 4,020 $ 46,291 Revenues from international sources Revenues from International Sources Year ended Dec. 31, 2020 Year ended Dec. 31, 2019 Consumer Products Segment $ 16.9 million $ 10.8 million Ingredients Segment $ 1.8 million $ 0.6 million Analytical Reference Standards and Services Segment $ 1.3 million $ 1.8 million Total $ 20.0 million $ 13.2 million *International sources include Europe, North America, South America, Asia and Oceania. Long-lived assets The Company’s long-lived assets are located within the United States. F-29 Table of Contents Disclosure of major customers Major customers who accounted for more than 10% of the Company’s total sales were as follows: Years Ended December 31 Major Customers 2020 2019 A.S. Watson Group - Related Party 13.0 % 15.8 % Major customers who accounted for more than 10% of the Company’s total trade receivables were as follows: Percentage of the Company’s Total Trade Receivables Major Customers At December 31, 2020 At December 31, 2019 A.S. Watson Group - Related Party 31.9 % 39.0 % Life Extension 17.7 % 27.4 % Amazon Marketplaces 12.0 % 10.3 % Matakana Health 11.1 % * * Represents less than 10%. Disclosure of major vendors Major vendors who accounted for more than 10% of the Company’s total accounts payable were as follows: Percentage of the Company’s Total Accounts Payable Major Vendors At December 31, 2020 At December 31, 2019 Vendor A 39.7 % 43.1 % Note 17. Subsequent Events Subsequent to the year ended December 31, 2020, the Company entered into a Securities Purchase Agreement with an investor, pursuant to which the Company sold and issued approximately 3.8 million shares for $ 25.0 million, $ 6.50 per share. From January 1, 2021 through March 5, 2021, approximately 0.8 million stock options have been exercised at weighted average exercise price of $ 4.09 per share and the Company received proceeds of approximately $ 3.4 million. F-30 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.