Niagen Bioscience, Inc 10-Q for FY2026 Q3
Niagen Bioscience, Inc. (NAGE)
10-Q
2026-11-04
For: 2026-09-30
View Original
Added on
November 04, 2026
About this 10-Q
Niagen Bioscience, Inc filed this 10-Q on November 4, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $27.19M
- down 20.0% from $33.99M a year earlier
- Net loss
- $1.17M
- compared with net income of $4.58M a year earlier
- Diluted EPS
- -$0.01
- compared with $0.05 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2026
Commission File Number: 001-37752
| (Exact Name of Registrant as Specified in its Charter) | ||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (310 ) 388-6706
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
The | ||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | ☑ | ☐ | No | ||||||||||||||||||||||||||||||||||||||
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | ☑ | ☐ | No | ||||||||||||||||||||||||||||||||||||||
Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, non-accelerated filer, smaller reporting company or emerging growth company. See definition of “large accelerated filer, accelerated filer, smaller reporting company and emerging growth company” in Rule 12b-2 of the Exchange Act. | |||||||||||||||||||||||||||||||||||||||||
| ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||||||||||||||
| If an emerging growth company, indicate if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | Yes | ☐ | No | |||||||||||||||||||||||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | ☐ | Yes | No | ||||||||||||||||||||||||||||||||||||||
As of October 30, 2026 there were 79,196,903 shares of the registrant’s common stock issued and outstanding.
Niagen Bioscience, Inc.
Quarterly Report on Form 10-Q
For the Three and Nine Months Ended September 30, 2026
Table of Contents
| Pg. | |||||
Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 | |||||
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and September 30, 2025 | |||||
Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2026 and September 30, 2025 | |||||
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and September 30, 2025 | |||||
2
PART I
Item 1. FINANCIAL STATEMENTS (unaudited)
Niagen Bioscience, Inc. and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
(In thousands, except par values)
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
Cash and cash equivalents, including restricted cash of $ | $ | $ | |||||||||
Trade receivables, net of allowances of $ | |||||||||||
| Inventories | |||||||||||
| Assets held for sale | |||||||||||
| Prepaid expenses and other assets | |||||||||||
| Total current assets | |||||||||||
| Leasehold improvements and equipment, net | |||||||||||
| Intangible assets, net | |||||||||||
| Right-of-use assets, net | |||||||||||
| Other long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Current maturities of operating lease obligations | |||||||||||
| Current deferred consideration liability | |||||||||||
| Customer deposits | |||||||||||
| Total current liabilities | |||||||||||
| Deferred revenue | |||||||||||
| Operating lease obligations, less current maturities | |||||||||||
| Deferred consideration liability, less current portion | |||||||||||
| Total liabilities | |||||||||||
Commitments and Contingencies (Note 8) | |||||||||||
| Stockholders’ Equity | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Cumulative translation adjustments | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.
3
Niagen Bioscience, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations
(In thousands, except per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Sales, net | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income (loss) | ( | ||||||||||||||||||||||
| Nonoperating income: | |||||||||||||||||||||||
| Interest income, net | |||||||||||||||||||||||
| Gain on sale of operating segment | |||||||||||||||||||||||
| Income (loss) before provision for income taxes | ( | ||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | $ | ||||||||||||||||||
| Net income (loss) per share attributable to common stockholders: | |||||||||||||||||||||||
| Basic | $ | ( | $ | $ | $ | ||||||||||||||||||
| Diluted | $ | ( | $ | $ | $ | ||||||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.
4
Niagen Bioscience, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Stockholders' Equity
(In thousands)
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Deficit | Cumulative Translation Adjustments | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balance, July 1, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Issuance of common stock from ESPP | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Translation adjustment | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Deficit | Cumulative Translation Adjustments | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance, July 1, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Translation adjustment | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.
5
Niagen Bioscience, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Stockholders' Equity Continued
(In thousands, unless otherwise indicated)
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Deficit | Cumulative Translation Adjustments | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance, January 1, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||
| Issuance of restricted stock | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Issuance of common stock from ESPP | — | — | — | ||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Common stock repurchase | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Translation adjustment | — | — | — | — | |||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Deficit | Cumulative Translation Adjustments | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance, January 1, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Exercise of stock options | — | — | |||||||||||||||||||||||||||||||||
| Issuance of restricted stock | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Translation adjustment | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.
6
Niagen Bioscience, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
(In thousands)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash Flows From Operating Activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation of leasehold improvements and equipment | |||||||||||
| Amortization of intangibles | |||||||||||
| Noncash lease expense | |||||||||||
| Gain on sale of operating segment | ( | ||||||||||
| Share-based compensation expense | |||||||||||
Loss on disposal of leasehold improvements and equipment | |||||||||||
| Allowance for (Recovery of) credit losses | ( | ||||||||||
| Interest accretion on deferred consideration | |||||||||||
| Non-cash financing costs | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Trade receivables | |||||||||||
| Inventories | ( | ( | |||||||||
| Implementation costs for cloud computing arrangement | ( | ( | |||||||||
| Prepaid expenses and other assets | ( | ||||||||||
| Accounts payable | |||||||||||
| Accrued expenses | ( | ||||||||||
| Deferred revenue | ( | ||||||||||
| Customer deposits and other | ( | ( | |||||||||
| Operating lease liabilities | ( | ( | |||||||||
Deferred consideration liability | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash Flows From Investing Activities | |||||||||||
| Purchases of leasehold improvements and equipment | ( | ( | |||||||||
Proceeds from sale of operating segment | |||||||||||
Transaction costs from sale of operating segment | ( | ||||||||||
| Net cash provided by / (used in) investing activities | ( | ||||||||||
| Cash Flows From Financing Activities | |||||||||||
Payment of deferred consideration | ( | ||||||||||
| Proceeds from exercise of stock options | |||||||||||
| Proceeds from issuance of common stock from ESPP | |||||||||||
| Repurchase of common stock | ( | ||||||||||
| Payment of debt issuance costs | ( | ||||||||||
| Principal payments on finance leases | ( | ||||||||||
Net cash (used in) / provided by financing activities | ( | ||||||||||
| Net increase in cash and cash equivalents | |||||||||||
Cash and cash equivalents, including restricted cash of $ | |||||||||||
Cash and cash equivalents, including restricted cash of $ | $ | $ | |||||||||
| Supplemental Disclosures of Cash Flow Information | |||||||||||
| Cash payments for principal on operating lease liabilities | $ | $ | |||||||||
| Supplemental Schedule of Noncash Operating Activity | |||||||||||
| Right-of-use assets and operating lease obligations incurred for entering into lease amendment | $ | $ | |||||||||
See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.
7
| Niagen Bioscience, Inc. and Subsidiaries | ||||||||
Notes to the Unaudited Condensed Consolidated Financial Statements | ||||||||
Note 1. Nature of Business
Niagen Bioscience, Inc. and its wholly owned subsidiaries, ChromaDex, Inc., ChromaDex Analytics, Inc., NAD Pharmaceuticals Corp., ChromaDex International, Inc., ChromaDex Asia Limited, Asia Pacific Scientific, Inc., ChromaDex Asia Pacific Ventures Limited, ChromaDex Europa B.V., and ChromaDex Trading (Shanghai) Co., Ltd. (collectively, “Niagen Bioscience” or the “Company”) are a global bioscience company dedicated to healthy aging. The Niagen Bioscience team is engaged in 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 (commonly referred to as “NR”), commercialized as the flagship ingredient Niagen®, available in both food and pharmaceutical grades. Nicotinamide riboside 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®, and has expanded its consumer product offerings to include a topical skincare product incorporating Niagen® as the principal ingredient. Furthermore, the Company develops and commercializes proprietary ingredient technologies, including food-grade Niagen® and pharmaceutical-grade Niagen®, supplies these ingredients as raw materials to manufacturers of consumer products and U.S. FDA-registered 503B outsourcing facilities, respectively, and supports clinician-directed telehealth access to prescription-based Niagen® offerings.
In addition, the Company is developing NB4168 for potential therapeutic applications, including rare genetic diseases and aging related disorders. These activities include research and development efforts, including preclinical and clinical studies and regulatory planning, and the Company does not currently generate revenue from these activities. The Company may continue internal development and may also pursue strategic collaborations or licensing arrangements.
Prior to February 24, 2026, the Company also provided natural product fine chemicals, known as phytochemicals, and related research and development services through its analytical reference standards and services operating segment. This operating segment was sold as of such date. Certain assets associated with this segment were classified and presented as held for sale on the Condensed Consolidated Balance Sheet as of December 31, 2025. The results of operations of this segment are included in continuing operations for all periods presented, as the divestiture did not represent a strategic shift that would have a major effect on the Company’s operations or financial results and, therefore, did not meet the criteria for discontinued operations treatment. Refer to Note 4, Business Segments and Concentrations, for further information.
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 2025 Annual Report on Form 10-K filed with the SEC on March 4, 2026.
Basis of Consolidation: The accompanying Unaudited Condensed Consolidated 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 2025 Annual Report on Form 10-K that have had a material impact on the Company’s Unaudited Condensed Consolidated Financial Statements and related notes.
8
| Niagen Bioscience, Inc. and Subsidiaries | ||||||||
Notes to the Unaudited Condensed Consolidated Financial Statements | ||||||||
Recent Accounting Standards Adopted by the Company:
In July 2025, the FASB issued ASU 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. The update provides a practical expedient to simplify the estimation of expected credit losses for current accounts receivable and current contract assets arising from revenue transactions accounted for under ASC 606. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025 and for interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2025-05 effective January 1, 2026 and elected the practical expedient. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements or related disclosures.
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.
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.
In September 2025, the FASB issued ASU 2025-06, “Intangibles-Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software,” which amends the guidance in ASC 350-40. The amendment modernizes the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and requiring capitalization of software costs once a project is authorized, funded, and deemed probable to complete, with an added focus on evaluating any significant development uncertainty. The new standard is effective for annual reporting periods beginning after December 15, 2027 and interim periods within those annual reporting periods, and early adoption is permitted. We are currently evaluating the impact of this standard and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements and accompanying notes.
In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements,” which clarifies the applicability and improves the navigability of the interim reporting guidance. The amendments also provide additional guidance on required interim disclosures, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 for public business entities, and early adoption is permitted for all entities. We are currently evaluating the impact of this standard and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements and accompanying notes.
9
| Niagen Bioscience, Inc. and Subsidiaries | ||||||||
Notes to the Unaudited Condensed Consolidated Financial Statements | ||||||||
Note 3. Income (Loss) Per Share Attributable to Common Stockholders
The following table sets forth the computations of income (loss) per share amounts attributable to common stockholders for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In thousands, except per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | $ | ||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average common shares outstanding for basic earnings per share (1) | |||||||||||||||||||||||
| Plus: incremental shares from assumed exercise of options, vesting of restricted stock units, and issuances under the employee stock purchase plan (2) | |||||||||||||||||||||||
| Adjusted weighted average common shares outstanding for diluted earnings per share | |||||||||||||||||||||||
| Income (Loss) Per Share: | |||||||||||||||||||||||
| Basic income (loss) per common share | $ | ( | $ | $ | $ | ||||||||||||||||||
| Diluted income (loss) per common share | $ | ( | $ | $ | $ | ||||||||||||||||||
(1) Includes a weighted average of approximately 167,000
(2) Options, restricted stock and performance stock units, and potential shares issuable under the employee stock purchase plan that were anti-dilutive and, therefore, excluded from the computation of weighted average common shares outstanding for each of the three and nine months ended September 30, 2026 and 2025 are presented in the table below.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Stock options | |||||||||||||||||||||||
| Restricted stock and performance stock units | |||||||||||||||||||||||
| ESPP | |||||||||||||||||||||||
Note 4. Business Segments and Concentrations
For the periods presented, the Company’s four reportable segments are as follows:
•Consumer Products segment: provides finished consumer products incorporating the Company's proprietary ingredient, Niagen®, as dietary supplements and skincare products, directly to consumers and distributors;
•Ingredients segment: develops and commercializes proprietary ingredient technologies, including food-grade Niagen® and pharmaceutical-grade Niagen®, and supplies these ingredients as raw materials to the manufacturers of consumer products and U.S. FDA-registered 503B outsourcing facilities, respectively, and supports clinician-directed telehealth access to prescription-based Niagen® offerings;
•Analytical Reference Standards and Services segment: offers the supply of phytochemical reference standards and other research and development services; and
•Pharmaceuticals segment: pursues the pharmaceutical development of proprietary molecules for potential therapeutic applications in rare diseases, and currently conducts research and development activities, including pre-clinical and clinical studies and regulatory planning.
10
| Niagen Bioscience, Inc. and Subsidiaries | ||||||||
Notes to the Unaudited Condensed Consolidated Financial Statements | ||||||||
The Company’s reportable segments are significant operating segments that offer differentiated products and services. This segment structure reflects the Company’s current operational and financial management and provides the framework used by management to evaluate performance, allocate resources, and support the Company’s strategic objectives while maintaining financial discipline.
The Company’s Chief Operating Decision Maker (CODM) is a management group comprised of the Chief Executive Officer and Chief Financial Officer. The CODM reviews monthly and quarterly financial information for each operating segment, including net sales, gross profit (loss), operating income (loss), and spending by segment, to evaluate operating performance and allocate resources. The CODM does not review assets by operating segment in evaluating performance, and therefore assets by segment are not disclosed. There are no intersegment sales that require elimination. The “Corporate and other” classification includes corporate items that are not allocated to the Company’s reportable segments.
Divestiture of Analytical Reference Standards and Services Segment
During the year ended December 31, 2025, the Company committed to a plan to sell substantially all of the assets of its analytical reference standards and services operating segment to a third party. As of December 31, 2025, the assets associated with this operating segment met the criteria to be classified as held for sale and are presented as assets held for sale in the accompanying Unaudited Condensed Consolidated Balance Sheets.
Prior to classification as held for sale, the Company evaluated the long-lived assets of the Analytical Reference Standards and Services operating segment for impairment and recorded any necessary adjustments to reflect the assets at the lower of carrying value or estimated fair value less costs to sell. Depreciation and amortization of long-lived assets ceased upon classification as held for sale. Assets classified as held for sale as of December 31, 2025 primarily consisted of $403,000 of inventory, certain long-lived assets of $138,000 , customer relationships, contract-related assets, and a trade name.
On February 24, 2026, the Company entered into and completed a definitive asset purchase agreement with a third party for total cash consideration of approximately $6.0 million, subject to working capital adjustments of approximately $0.2 million. Under the terms of the agreement, the buyer assumed certain operating liabilities arising after the closing date, while the Company retained accounts receivable and accounts payable incurred prior to the closing date related to the sold assets. During the quarter ended March 31, 2026, the Company recognized a gain of $4.8 million on the sale of these assets, net of transaction costs of approximately $0.5 million, primarily consisting of legal, consulting, and other professional fees and sales taxes, which is included in gain on sale of operating segment in the Unaudited Condensed Consolidated Statements of Operations.
The results of operations of the Analytical Reference Standards and Services operating segment are included in continuing operations for all periods presented, as the divestiture does not represent a strategic shift that has (or will have) a major effect on the Company’s operations or financial results and therefore does not qualify for discontinued operations treatment.
In connection with the divestiture, the Company entered into a transition services agreement (TSA) pursuant to which it provided certain operational and administrative services to the buyer for a period of up to six months following the closing date. The TSA expired in August 2026. The Company received a service fee for these services, which was recognized as the services were performed. During the three and nine months ended September 30, 2026, the Company recognized $70,000 and $380,000 of transition services revenue, respectively, which are included in net sales. The related net sales and costs of sales are reflected within “Corporate and other” for segment reporting purposes, as they represent corporate activities not allocated to the Company’s reportable segments. As of September 30, 2026, amounts due to and from the buyer totaled approximately $(4,000 ) and $3,000 , respectively, and are included within accounts payable and trade receivables, respectively, in the accompanying Unaudited Condensed Consolidated Balance Sheet. These balances primarily relate to transition services provided under the TSA. The Company has not separately presented these amounts as they are immaterial to the unaudited condensed consolidated financial statements.
11
| Niagen Bioscience, Inc. and Subsidiaries | ||||||||
Notes to the Unaudited Condensed Consolidated Financial Statements | ||||||||
The following tables set forth financial information by segment:
| Three months ended September 30, 2026 | Consumer Products segment | Ingredients segment | Analytical Reference Standards and Services segment | Pharmaceuticals segment | Corporate and other (1) | Total | ||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||||||||||||||
| Gross profit (loss) | ( | |||||||||||||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||||||||||||
| Sales and marketing | ||||||||||||||||||||||||||||||||||||||
| Advertising | ||||||||||||||||||||||||||||||||||||||
| Marketing | ||||||||||||||||||||||||||||||||||||||
| Selling | ||||||||||||||||||||||||||||||||||||||
| Research and development | ||||||||||||||||||||||||||||||||||||||
| General and administrative (2) | ||||||||||||||||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||
(1) Includes TSA activity related to the divestiture of the Analytical Reference Standards and Services operating segment, which is reflected in net sales, cost of sales and gross profit.
(2) General and administrative expenses within “Corporate and other” represent ongoing corporate overhead and are not directly attributable to TSA activities.
| Three months ended September 30, 2025 | Consumer Products segment | Ingredients segment | Analytical Reference Standards and Services segment | Pharmaceuticals segment | Corporate and other | Total | ||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||||||||||||
| Sales and marketing | ||||||||||||||||||||||||||||||||||||||
| Advertising | ||||||||||||||||||||||||||||||||||||||
| Marketing | ||||||||||||||||||||||||||||||||||||||
| Selling | ||||||||||||||||||||||||||||||||||||||
| Research and development | ||||||||||||||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||
12
| Niagen Bioscience, Inc. and Subsidiaries | ||||||||
Notes to the Unaudited Condensed Consolidated Financial Statements | ||||||||
| Nine Months Ended September 30, 2026 | Consumer Products segment | Ingredients segment | Analytical Reference Standards and Services segment | Pharmaceuticals segment | Corporate and other (1) | Total | ||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||||||||||||
| Sales and marketing | ||||||||||||||||||||||||||||||||||||||
| Advertising | ||||||||||||||||||||||||||||||||||||||
| Marketing | ||||||||||||||||||||||||||||||||||||||
| Selling | ||||||||||||||||||||||||||||||||||||||
| Research and development | ||||||||||||||||||||||||||||||||||||||
| General and administrative (2) | ||||||||||||||||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||
(1) Includes TSA activity related to the divestiture of the Analytical Reference Standards and Services operating segment, which is reflected in net sales, cost of sales and gross profit.
(2) General and administrative expenses within “Corporate and other” represent ongoing corporate overhead and are not directly attributable to TSA activities.
| Nine Months Ended September 30, 2025 | Consumer Products segment | Ingredients segment | Analytical Reference Standards and Services segment | Pharmaceuticals segment | Corporate and other | Total | ||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||||||||||||||
Gross profit | ||||||||||||||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||||||||||||
| Sales and marketing | ||||||||||||||||||||||||||||||||||||||
| Advertising | ||||||||||||||||||||||||||||||||||||||
| Marketing | ||||||||||||||||||||||||||||||||||||||
| Selling | ||||||||||||||||||||||||||||||||||||||
| Research and development | ||||||||||||||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||
13
| 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. The pharmaceuticals segment did not generate revenue during the periods presented. Disaggregated revenues are as follows:
| Three Months Ended September 30, 2026 | Consumer Products Segment | Ingredients Segment | Analytical Reference Standards and Services Segment | Corporate and Other (1) | Total | |||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||
| Tru Niagen®, Consumer Product | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Food-grade Niagen® | ||||||||||||||||||||||||||||||||
Pharmaceutical-grade Niagen® | ||||||||||||||||||||||||||||||||
| Subtotal Niagen® Related | ||||||||||||||||||||||||||||||||
| Other Ingredients | ||||||||||||||||||||||||||||||||
| Reference Standards | ||||||||||||||||||||||||||||||||
| Services and Other | ||||||||||||||||||||||||||||||||
| Subtotal Other Goods and Services | ||||||||||||||||||||||||||||||||
| Total Net Sales | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
(1) Includes TSA activity related to the divestiture of the Analytical Reference Standards and Services operating segment.
| Three Months Ended September 30, 2025 | Consumer Products Segment | Ingredients Segment | Analytical Reference Standards and Services Segment | Total (1) | ||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Tru Niagen®, Consumer Product | $ | $ | $ | $ | ||||||||||||||||||||||
Food-grade Niagen® | ||||||||||||||||||||||||||
| Pharmaceutical-grade Niagen® | ||||||||||||||||||||||||||
| Subtotal Niagen® Related | ||||||||||||||||||||||||||
| Other Ingredients | ||||||||||||||||||||||||||
| Reference Standards | ||||||||||||||||||||||||||
| Services and Other | ||||||||||||||||||||||||||
| Subtotal Other Goods and Services | ||||||||||||||||||||||||||
| Total Net Sales | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Does not include TSA activity related to the divestiture of the Analytical Reference Standards and Services operating segment, which is only applicable during 2026 as no such similar activity occurred in 2025.
14
| Niagen Bioscience, Inc. and Subsidiaries | ||||||||
Notes to the Unaudited Condensed Consolidated Financial Statements | ||||||||
| Nine Months Ended September 30, 2026 | Consumer Products Segment | Ingredients Segment | Analytical Reference Standards and Services Segment | Corporate and Other (1) | Total | |||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||
| Tru Niagen®, Consumer Product | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Food-grade Niagen® | ||||||||||||||||||||||||||||||||
| Pharmaceutical-grade Niagen® | ||||||||||||||||||||||||||||||||
| Subtotal Niagen® Related | ||||||||||||||||||||||||||||||||
| Other Ingredients | ||||||||||||||||||||||||||||||||
| Reference Standards | ||||||||||||||||||||||||||||||||
| Services and Other | ||||||||||||||||||||||||||||||||
| Subtotal Other Goods and Services | ||||||||||||||||||||||||||||||||
| Total Net Sales | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
(1) Includes TSA activity related to the divestiture of the Analytical Reference Standards and Services operating segment.
| Nine Months Ended September 30, 2025 | Consumer Products Segment | Ingredients Segment | Analytical Reference Standards and Services Segment | Total (1) | ||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Tru Niagen®, Consumer Product | $ | $ | $ | $ | ||||||||||||||||||||||
Food-grade Niagen® | ||||||||||||||||||||||||||
| Pharmaceutical-grade Niagen® | ||||||||||||||||||||||||||
| Subtotal Niagen® Related | ||||||||||||||||||||||||||
| Other Ingredients | ||||||||||||||||||||||||||
| Reference Standards | ||||||||||||||||||||||||||
| Services and Other | ||||||||||||||||||||||||||
| Subtotal Other Goods and Services | ||||||||||||||||||||||||||
| Total Net Sales | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Does not include TSA activity related to the divestiture of the Analytical Reference Standards and Services operating segment, which is only applicable during 2026 as no such similar activity occurred in 2025.
Disclosure of Major Customers
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 September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| Major Customers | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Customer A | * | % | * | % | ||||||||||||||||||||||
| Customer B | * | % | * | * | ||||||||||||||||||||||
* Represents less than 10% | ||||||||||||||||||||||||||
15
| 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 September 30, 2026 | At December 31, 2025 | ||||||||||||
| Customer A | % | * | ||||||||||||
| Customer B | % | % | ||||||||||||
| Customer C | % | % | ||||||||||||
| * Represents less than 10% | ||||||||||||||
As of September 30, 2026, the Company had total outstanding trade receivables of $6.8 million, with approximately 52.0 % 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 help 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 5. Inventories
The Company’s major classes of inventory and corresponding balances as of September 30, 2026 and December 31, 2025 are as follows:
| (In thousands) | September 30, 2026 | December 31, 2025 | ||||||||||||
| Consumer Products - Finished Goods | $ | $ | ||||||||||||
| Consumer Products - Work in Process | ||||||||||||||
| Bulk ingredients | ||||||||||||||
| Total Inventory | $ | $ | ||||||||||||
Note 6. 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 2035. The lease agreements provide for renewal options and rent escalation over the lease terms, as well as require the Company to pay maintenance, insurance and property taxes. Lease expense is recognized on a straight-line basis over the term of the lease.
16
| Niagen Bioscience, Inc. and Subsidiaries | ||||||||
Notes to the Unaudited Condensed Consolidated Financial Statements | ||||||||
In June 2026, the Company entered into a new office lease for 10,564 rentable square feet in Los Angeles, California. The lease has a contractual term of approximately 8 years and is scheduled to commence on April 1, 2027. The total future lease payments are $4.7 million. The Company will have limited early access to the premises starting December 1, 2026, prior to the commencement date for move-in and related activities. Because the lease had not commenced and the Company did not have the right to access or use the premises as of September 30, 2026, no right-of-use asset or lease liability has been recognized under ASC 842.
Operating Leases
As of September 30, 2026 and December 31, 2025, the Company had ROU assets of $1.7 million and $2.2 million, respectively, and corresponding operating lease liabilities of $2.1 million and $2.8 million, respectively. For the three and nine months ended September 30, 2026 and 2025, the components of operating lease expense are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Operating leases | |||||||||||||||||||||||
| Operating lease expense | $ | $ | $ | $ | |||||||||||||||||||
| Variable lease expense (1) | |||||||||||||||||||||||
| Operating lease expense | |||||||||||||||||||||||
| Short-term lease rent expense | |||||||||||||||||||||||
| Total expense | $ | $ | $ | $ | |||||||||||||||||||
(1) Variable lease costs, including property taxes and insurance and common area maintenance fees, are classified in cost of sales in the Company’s Unaudited Condensed Consolidated Statements of Operations.
| At September 30, 2026 | |||||
| Weighted-average remaining lease term (years), operating leases | |||||
| Weighted-average discount rate, operating leases | % | ||||
Future lease payments associated with the Company’s operating lease liabilities as of September 30, 2026 were as follows:
| Year | (In thousands) | |||||||
2026 (Remainder) | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Total | ||||||||
| Less present value discount | ( | |||||||
| Present value of total operating lease liabilities | ||||||||
| Less current portion | ( | |||||||
| Long-term obligations under operating leases | $ | |||||||
17
| Niagen Bioscience, Inc. and Subsidiaries | ||||||||
Notes to the Unaudited Condensed Consolidated Financial Statements | ||||||||
Note 7. 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) 22,900,000 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 that relates to an award other than a stock option or stock appreciation right award (a full-value award). As of September 30, 2026, there were approximately 5.6 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 using 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
Historically, the Company’s stock option awards have been generally subject to a one-year cliff vesting period, after which one-third of the shares vest with the remaining shares vesting ratably each month over a two-year period subject to the applicable grantee’s continued service. Beginning August 1, 2025, newly granted stock option awards generally vest over four years at 25 three-year vesting period with one-third vesting per year on the anniversary of the grant date. 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 awards provide for accelerated vesting if there is a change in control or termination without cause.
Employee Stock Purchase Plan
On June 24, 2025, the Company’s shareholders approved the Niagen Bioscience, Inc. Employee Stock Purchase Plan (ESPP), pursuant to which 650,000 shares of the Company’s common stock were reserved for issuance. The ESPP allows eligible officers and employees to purchase designated shares of the Company’s stock through payroll deductions, up to 10 % of their base salary or wages. The price of common stock purchased under the ESPP is equal to 85 % of the lesser of (i) the closing price of a share of common stock on the purchase date, or (ii) the closing price of a share of common stock on the offering date. Offering periods under the ESPP will generally be in six month increments, commencing on January 1 and July 1 of each calendar year, with the administrator having the right to establish different offering periods. The Company commenced its first offering period on January 1, 2026 with the first purchase occurring June 30, 2026. On June 30, 2026, 26,000 shares were purchased under the ESPP at $2.71 per share, resulting in cash proceeds of approximately $0.1 million. As of September 30, 2026, 624,000 shares remained available for issuance.
Share Repurchase Program
During the nine months ended September 30, 2026, the Company repurchased 1,173,118 shares of its common stock for an aggregate purchase price of $5.1 million, which was recorded as a reduction of common stock and additional paid-in capital. As of September 30, 2026, approximately $14.6 million remains available under the approved share repurchase program.
18
| Niagen Bioscience, Inc. and Subsidiaries | ||||||||
Notes to the Unaudited Condensed Consolidated Financial Statements | ||||||||
Stock Options
The Company used the following weighted average assumptions for options granted during the nine months ended September 30, 2026:
| Weighted Average: | Nine Months Ended September 30, 2026 | |||||||
| Expected term | ||||||||
| Expected volatility | % | |||||||
| Risk-free rate | % | |||||||
| Expected dividends | % | |||||||
Service Period Based Stock Options
The following table summarizes activity of service period-based stock options during the nine months ended September 30, 2026:
| 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, 2025 | $ | $ | ||||||||||||||||||||||||||||||
| Options Granted | ||||||||||||||||||||||||||||||||
| Options Exercised | ( | |||||||||||||||||||||||||||||||
| Options Forfeited | ( | |||||||||||||||||||||||||||||||
| Outstanding at September 30, 2026 | $ | $ | * | |||||||||||||||||||||||||||||
| Exercisable at September 30, 2026 | $ | $ | * | |||||||||||||||||||||||||||||
*The aggregate intrinsic values in the table above are based on the Company’s stock price of $2.92 , which is the closing price of the Company’s stock on the last trading day for the period ended September 30, 2026.
Restricted Stock Units
The following table summarizes activity of RSUs during the nine months ended September 30, 2026:
| (In thousands except per share fair value) | Number of RSUs | Weighted Average Fair Value | |||||||||
| Unvested shares at December 31, 2025 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Unvested shares at September 30, 2026 | $ | ||||||||||
There were no activities related to restricted stock awards or market performance stock units during the nine months ended September 30, 2026.
19
| Niagen Bioscience, Inc. and Subsidiaries | ||||||||
Notes to the Unaudited Condensed Consolidated Financial Statements | ||||||||
Total Share-Based Compensation
Total share-based compensation expense was as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Share-based compensation expense | |||||||||||||||||||||||
| Cost of sales | $ | $ | $ | $ | |||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
As of September 30, 2026, the Company expects to recognize future share-based compensation expense of approximately $5.8 million related to unvested stock options and $2.1 million for unvested PSUs. These expenses will be recognized over weighted-average years of approximately 2.3 for options and 2.5 for PSUs.
Note 8. Commitments and Contingencies
Purchase Commitments
The Company has an exclusive manufacturing arrangement for the supply of Nicotinamide Riboside Chloride (NRCL) with W.R. Grace & Co. -Conn. (Grace). On July 25, 2025, the Company executed a Sales Agreement (the “Grace Supply Agreement”) with Grace with an effective date of April 1, 2025. Grace holds patents related to the crystalline form of NR chloride that provide Grace with exclusive manufacturing rights for certain forms of NRCL.
Pursuant to the Grace Supply Agreement, Grace supplies the Company with NRCL meeting specified quality and technical requirements as defined in a previously executed quality agreement dated March 22, 2024. In addition, Grace is prohibited from selling NRCL to third parties and must notify the Company of any new business inquiries relating to the purchase of NRCL.
The Grace Supply Agreement provides for an initial term through April 30, 2029, and will automatically renew for successive 12-month terms unless either party provides written notice of its intent not to renew. The Company is required to purchase a minimum quantity of NRCL during each year of the term. The Company provides rolling monthly forecasts of its anticipated purchase requirements for a 24-month period, of which the first 12 months are binding upon Grace’s acceptance. As of September 30, 2026, the Company is obligated to purchase approximately $17.7 million of NRCL through September 30, 2027.
Deferred Consideration Obligation - Patent Assignment
In December 2025, the Company entered into an Assignment Agreement (the “Assignment Agreement”) with Queen’s University Belfast (“QUB”) pursuant to which it acquired certain patent rights and assumed fixed, unconditional payment obligations through 2038 (the “Deferred Consideration Obligation”). The obligation is recorded at present value as of the acquisition date, with subsequent accretion recognized as interest expense over the term of the arrangement.
The payment obligations consist of recurring annual payments beginning in 2026 and two fixed lump-sum payments due in 2034 and 2037. Certain payments are denominated in U.S. dollars, while others are denominated in British pound sterling and are subject to foreign currency exchange rate fluctuations. As of September 30, 2026, the carrying value of the Deferred Consideration Obligation was $5.8 million. Refer to Note 15 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for additional information regarding the Assignment Agreement and related payment obligations.
20
| Niagen Bioscience, Inc. and Subsidiaries | ||||||||
Notes to the Unaudited Condensed Consolidated Financial Statements | ||||||||
Legal Proceedings
1. U.S. Food and Drug Administration
On February 3, 2026, Niagen Bioscience, Inc. filed a complaint in the United States District Court for the District of Columbia against the U.S. Food and Drug Administration (FDA), the U.S. Department of Health and Human Services, and certain federal officials in their official capacities. The lawsuit challenges the FDA response letters issued in September 2025 concerning the regulatory status of nicotinamide mononucleotide (NMN) under the Federal Food, Drug, and Cosmetic Act. The complaint alleges that FDA’s interpretation of the statutory provisions governing dietary supplements is contrary to law and arbitrary and capricious under the Administrative Procedure Act. The Company seeks declaratory and injunctive relief, including an order vacating the challenged portions of the FDA response letters and enjoining FDA from applying the interpretation at issue.
On April 28, 2026, the FDA filed a motion to dismiss the Company’s complaint on procedural grounds. The Company believes the government’s motion lacks merit and has opposed it. The Company’s complaint does not seek monetary damages. The Company cannot predict the outcome of this matter. No accrual has been recorded in the accompanying unaudited condensed consolidated financial statements related to this proceeding.
2. Elysium Health, Inc.
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. (Elysium). 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 Niagen Bioscience’s prediction correct, 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
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| Niagen Bioscience, Inc. and Subsidiaries | ||||||||
Notes to the Unaudited Condensed Consolidated Financial Statements | ||||||||
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.
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 judgment 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 heard the oral arguments on July 9, 2026. On October 30, 2026, subsequent to the end of the quarter, the Federal Circuit issued a nonprecedential decision reversing the district court’s award of attorneys’ fees to Elysium under 35 U.S.C. § 285. The Federal Circuit held that the district court legally erred in treating the Supreme Court’s Myriad decision as dispositive of the patent-eligibility issues and therefore abused its discretion in finding the case exceptional. The Federal Circuit also rejected Elysium’s request to remand the matter for further proceedings and awarded costs on appeal to Niagen Bioscience. Elysium may seek rehearing of the decision or petition the U.S. Supreme Court for a writ of certiorari. Upon issuance of the Federal Circuit’s mandate, the Company intends to seek release of the bond posted to stay enforcement of the judgment. In light of the Federal Circuit’s decision, management now believes the likelihood of a material loss in connection with this matter is remote. As of September 30, 2026, the Company has not recorded an accrual for this matter.
3. Contingencies
(A) On April 28, 2026, Thorne Research, Inc. and Thorne HealthTech, Inc. (collectively, “Thorne”) filed a complaint in the United States District Court for the District of South Carolina against Niagen Bioscience, Inc., ChromaDex, Inc., and QUB (collectively, the “Defendants”). The complaint seeks, among other relief, a declaratory judgment that certain Thorne products do not infringe U.S. Patent No. 12,252,506 (the “’506 Patent”), as well as damages and injunctive relief based on claims of alleged tortious interference with contract, intentional interference with prospective business relations, and unfair competition under South Carolina law.
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| Niagen Bioscience, Inc. and Subsidiaries | ||||||||
Notes to the Unaudited Condensed Consolidated Financial Statements | ||||||||
Thorne’s complaint arises out of communications by Defendants asserting infringement of the ’506 Patent and the initiation of a patent enforcement proceeding through Amazon’s Patent Evaluation Express (APEX) program relating to certain Thorne products. Thorne alleges that its products do not infringe the ’506 Patent and that Defendants’ actions were improper and caused harm to its business relationships and sales. On August 28, 2026, QUB filed a motion to dismiss the complaint. On October 28, 2026, the court dismissed all but one claim against QUB and permitted jurisdictional discovery pertaining to the remaining claim. The Company intends to vigorously defend against the action. At this time, the Company is unable to reasonably estimate the possible loss or range of loss, if any, associated with this matter due to the early stage of the proceedings. Accordingly, no accrual has been recorded in the accompanying financial statements.
On June 22, 2026, Thorne filed a petition for inter partes review (IPR2026-00400) with the U.S. Patent Trial and Appeal Board (the “PTAB”) challenging claims 1-12 and 21-35 of the ’506 Patent, which relates to methods of preparing nicotinamide riboside and its derivatives. The petition asserts that the challenged claims are unpatentable based on certain prior art references and contends that the challenged claims are not entitled to the July 29, 2013 priority date identified on the face of the ’506 Patent.
The petition relates to the declaratory judgment action described above. The Company opposed institution of the proceeding, including by filing a discretionary denial brief and a patent owner preliminary response. As of the date of this filing, the PTAB has not determined whether to institute inter partes review. The Company intends to vigorously defend the validity of the ’506 Patent. At this time, the Company is unable to predict the outcome of the proceeding or reasonably estimate the possible loss or range of loss, if any, associated with this matter.
(B) On May 28, 2026 and June 16, 2026, respectively, two putative class action complaints were filed against the Company and ChromaDex, Inc. in the United States District Courts for the Central District of California and the Southern District of California alleging, among other things, that certain advertising and marketing claims relating to Tru Niagen® were false or misleading. The complaints seek monetary and equitable relief on behalf of proposed nationwide and state classes under various consumer protection and related laws. On July 17, 2026, the Court ordered the two cases be consolidated and ordered the plaintiffs to file an amended consolidated complaint. The amended consolidated complaint was filed on August 14, 2026. On September 15, 2026, the Company moved to dismiss the consolidated class action complaint. The Company believes the claims are without merit and intends to vigorously defend against these actions. At this early stage of the proceedings, the Company is unable to reasonably estimate the possible loss or range of loss, if any, associated with these matters. Accordingly, no accrual has been recorded in the accompanying financial statements. The Company will continue to monitor these matters and assess the need for any accrual or additional disclosure as the litigation progresses.
Note 9. Deferred Revenue - NHSc
On October 10, 2022, the Company and Société des Produits Nestlé SA, a société anonyme organized under the laws of Switzerland (NHSc), as successor-in-interest to NESTEC Ltd., entered into an amended and restated supply agreement (the “Supply Agreement”), which amends and restates the supply agreement, dated December 19, 2018, entered into by the Company and NESTEC Ltd. Pursuant to the Supply Agreement, NHSc and its affiliates will exclusively purchase NRCL from the Company and NHSc and its affiliates will have the non-exclusive right to manufacture, market, distribute, and sell products using NRCL for human use in the (i) medical nutritional, (ii) functional food and beverage and (iii) multi-ingredient dietary supplements categories sold under one of the NHSc brands world-wide, but excluding certain countries and ingredient combinations. The term of the Supply Agreement is five years , unless earlier terminated, and is subject to automatic extensions provided certain minimum purchases by NHSc are met.
Under the Supply Agreement, the Company will continue to recognize the deferred revenue balance received in connection with the original NESTEC Ltd. agreement utilizing the output method. Deferred revenue will be recognized by the Company based on the percentage of NRCL kilograms delivered to-date compared to the total forecasted NRCL kilograms expected to be delivered over the duration of the contract term, including renewal options, as estimated by the Company. As a result of the updated forecast, the proportion of NRCL delivered to-date may increase or decline relative to the revised total expected output. Such changes in estimates may lead to an adjustment in the amount of deferred revenue recognized. The impact of the updated estimates on revenue recognized from deferred revenue for the three and nine months ended September 30, 2026 and 2025 is as follows:
| (In thousands) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue recognized (reversed) from deferred revenue | $ | $ | $ | $ | ( | ||||||||||||||||||
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| Niagen Bioscience, Inc. and Subsidiaries | ||||||||
Notes to the Unaudited Condensed Consolidated Financial Statements | ||||||||
The corresponding deferred revenue balance as of September 30, 2026 and December 31, 2025 is as follows:
| (In thousands) | September 30, 2026 | December 31, 2025 | |||||||||
| Deferred revenue balance | $ | $ | |||||||||
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and accompanying notes, which appear elsewhere in this Quarterly Report on Form 10-Q. We urge you to carefully review and consider the various disclosures made by us in this Quarterly Report and in our other reports filed with the Securities and Exchange Commission (SEC), including our Annual Report on Form 10-K for the year ended December 31, 2025, as well as subsequent reports we may file from time to time on Form 10-Q and Form 8-K, for additional information. All dollar amounts in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are approximate.
Growth and percentage comparisons made herein generally refer to the three and nine months ended September 30, 2026 compared with the three and nine months ended September 30, 2025 unless otherwise noted. Unless otherwise indicated or unless the context otherwise requires, all references in this document to “we,” “us,” “our,” the “Company,” “Niagen Bioscience” and similar expressions refer to Niagen Bioscience, Inc., and depending on the context, its subsidiaries.
Special Note Regarding Forward Looking Statements
Certain statements in this MD&A, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “expects,” “anticipates,” “intends,” “estimates,” “plans,” “potential,” “possible,” “probable,” “believes,” “seeks,” “may,” “will,” “should,” “could,” “predicts,” “projects,” “continue,” “would” or the negative of such terms or other similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers should carefully review the risk factors set forth below in Part II, Item 1A, “Risk Factors” and our financial statements and related notes included in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission on March 4, 2026 (Annual Report).
Company Overview
We are a global bioscience company dedicated to promoting healthy aging. Our operations are centered on the research, development and commercialization of nicotinamide adenine dinucleotide (NAD+) precursors and related technologies. NAD+ is an essential coenzyme that regulates cellular metabolism and is present in every cell of the human body. NAD+ levels naturally decline with age and may also be impacted by lifestyle and certain disease states. Increasing NAD+ levels through NAD+ precursors has been shown to support cellular function.
Our business and product platform are grounded in a significant and growing body of scientific research related to NAD+ and its role in human health. Nicotinamide riboside (“NR”), the active ingredient in our proprietary Niagen®, is among the most extensively studied NAD+ precursors. Data from preclinical studies and human clinical trials indicate that orally administered NR can increase NAD+ levels in blood and tissue. Food-grade Niagen® has been reviewed under the U.S. Food and Drug Administration’s (FDA) new dietary ingredient notification program, notified to the FDA as generally recognized as safe (GRAS), and has received approvals or authorizations in multiple international jurisdictions, including Canada, the European Union, Turkey, and Australia. Niagen® and other NAD+ precursors are protected by a portfolio of owned and licensed patents.
There are more than 525 published human clinical studies related to NAD+ and its role in health. Areas of study include, but are not limited to, understanding NAD+’s role in rare diseases such as Ataxia-Telangiectasia, neurodegenerative diseases, neuropathy, kidney disease, mitochondrial myopathy, liver disease and heart failure. Through our Niagen Research Program (NRP®), formerly the ChromaDex External Research Program (CERP®), we have established research collaborations with universities and research institutions that contribute to peer-reviewed publications advancing the understanding of NAD+’s role in healthy aging and longevity.
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Our business is organized around a platform that spans consumer products, ingredient supply, and pharmaceutical development:
Consumer Products
We develop and commercialize finished consumer products that incorporate our proprietary ingredient, Niagen®. Our primary consumer offering is Tru Niagen®, a dietary supplement available directly to consumers and through distributors. We have also expanded our Tru Niagen® product line to include additional formulations and formats, as well as stick packs and a topical skincare product, each incorporating Niagen®.
Ingredients
We develop and supply proprietary ingredient technologies, including food-grade and pharmaceutical-grade Niagen®. Food-grade Niagen® is supplied as a dietary and food ingredient or as a skincare ingredient to manufacturers of consumer and pet products. Pharmaceutical-grade Niagen® is supplied to U.S. FDA-registered 503B outsourcing facilities and certain international compounding pharmacies for use in compounded intravenous and injectable formulations, subject to applicable regulatory requirements. We also support clinician-directed telehealth access to prescription-based Niagen® offerings. These formulations are marketed by the compounding pharmacies as Niagen IV and Niagen injectable products, including under the name “Niagen Plus.”
Pharmaceutical Development
We are pursuing the development of certain proprietary molecules for potential therapeutic applications, including rare genetic diseases and aging related disorders. Our activities include preclinical and clinical studies, regulatory planning, and other research and development efforts, and we do not currently generate revenue from these activities. We may pursue internal development as well as strategic collaborations or licensing arrangements.
Recent Developments
Brand Campaign
In October 2026, we announced the launch of “Don’t Get Old. Age Better®,” a brand campaign for our Niagen® brand and sub-brands Tru Niagen® and Niagen Plus™, featuring surfer Kelly Slater and more than 20 partners across sports, entertainment, and medicine. As the campaign launched in October 2026, marketing expenses in our Unaudited Condensed Consolidated Statement of Operations during the three and nine months ended September 30, 2026 were not material.
Los Angeles, CA Office Lease Agreement
In June 2026, we entered into a new office lease for 10,564 rentable square feet in Los Angeles, California. The lease has a contractual term of approximately eight years and is scheduled to commence on April 1, 2027. We will have early access to the premises starting on December 1, 2026, prior to the commencement date for move-in and related activities. Because the lease had not commenced as of September 30, 2026, no right-of-use asset or lease liability has been recognized under ASC 842.
Divestiture of Analytical Reference Standards and Services Segment
In February 2026, we completed the sale of substantially all of the assets of our analytical reference standards and services business to a third party for total cash consideration of approximately $6.0 million, subject to customary working capital adjustments of approximately $0.2 million. As part of the transaction, the buyer assumed certain operating liabilities arising after the closing date, while we retained accounts receivable and accounts payable incurred prior to closing.
We recognized a gain on the sale of approximately $4.8 million during the three months ended March 31, 2026, which is included in gain on sale of operating segment in the Unaudited Condensed Consolidated Statements of Operations. The transaction provides additional liquidity and allows us to further focus on our core Niagen®-based consumer products, ingredient supply, and pharmaceutical development activities.
As a result of the divestiture, revenue attributable to analytical reference standards and services is no longer included in our ongoing operating results following the closing date. This change is expected to further concentrate our revenue mix toward higher-growth, consumer-oriented product offerings and ingredient sales. In addition, the analytical reference standards and services business operated with a cost structure and margin profile that differed from our core businesses, including higher fixed operating costs related to specialized personnel, laboratory operations, and quality systems. Following the divestiture, certain shared fixed costs that were previously allocated to the analytical reference standards and services segment will be
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absorbed primarily by our remaining operations, particularly the ingredients segment, until such time as we are able to realign our cost structure. We may also undertake organizational and workforce adjustments in response to the divestiture; however, any related cost savings are expected to be realized over time and not immediately. As a result, the full impact of these changes on our cost structure and operating margins may evolve over the course of the year. The exit of this operating segment is expected to reduce ongoing operating complexity and may result in greater margin consistency across our remaining operations over time. However, period-to-period comparability of revenue and margins may be affected due to the absence of revenues previously generated by this operating segment.
In connection with the sale, we entered into a transition services agreement (TSA) under which we provided certain operational and administrative services to the buyer for a period of up to six months following the closing date. We received service fees for these services, which were recognized as the services were performed. During the three and nine months ended September 30, 2026, we recognized $70,000 and $380,000 of transition services revenue, respectively, which is included in net sales. The TSA expired in August 2026. Accordingly, we do not expect to recognize any further net sales and cost of sales from this TSA in future periods.
The results of the analytical reference standards and services business are included in continuing operations for all periods presented. For additional information, refer to Note 4, Business Segments and Concentrations to our Unaudited Condensed Consolidated Financial Statements.
Reversal of Elysium Attorneys’ Fee Award
On October 30, 2026, the U.S. Court of Appeals for the Federal Circuit reversed the district court’s October 2024 judgment awarding Elysium Health, Inc. (Elysium) approximately $9.2 million in attorneys’ fees and costs, plus post-judgment interest, in connection with our patent infringement action against Elysium in the U.S. District Court for the District of Delaware. The Federal Circuit concluded that the district court abused its discretion in finding the case exceptional and declined Elysium’s request to remand the matter for further proceedings. We had not recorded an accrual for this matter. Elysium may seek rehearing of the decision or review by the U.S. Supreme Court. For additional information, refer to Note 8, Commitments and Contingencies, to our Unaudited Condensed Consolidated Financial Statements.
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Financial Condition and Results of Operations
The discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). The preparation of these financial statements requires making estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported net sales and expenses during the reporting periods. On an ongoing basis, we evaluate such estimates and judgments, including those described in greater detail below. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
As of September 30, 2026, our cash and cash equivalents totaled approximately $69.5 million, of which $69.4 million was unrestricted. We anticipate that our current unrestricted cash and cash equivalents and cash to be generated from net sales will be sufficient to meet our financial obligations as they become due over at least the next twelve months. We may, however, seek additional capital in the next twelve months, both to meet our projected operating plans after the next twelve months and/or to fund our longer-term strategic objectives.
For the periods presented, we operated our business through four operating segments that offer differentiated products and services. Through our Consumer Products segment, we provide finished consumer products incorporating our proprietary ingredients directly to consumers and distributors, including dietary supplements and a topical skincare product. We deliver food-grade Niagen® as the sole or principal ingredient in our consumer product line, Tru Niagen®.
Our Ingredients segment develops and commercializes proprietary ingredient technologies, including food-grade Niagen® and pharmaceutical-grade Niagen®, and supplies these ingredients as raw materials to manufacturers of consumer products and U.S. FDA-registered 503B outsourcing facilities, respectively, and supports clinician-directed telehealth access to prescription-based Niagen® offerings.
Our Pharmaceuticals segment is focused on the research and development of proprietary molecules for potential therapeutic applications, including in rare genetic diseases and aging related disorders. To date, this segment has been limited to research and development activities, including preclinical and clinical studies and regulatory planning, and does not currently generate revenue.
Our Analytical Reference Standards and Services segment focused on natural product fine chemicals, known as phytochemicals, and related research and development services. As discussed in “Recent Developments,” we sold this operating segment in February 2026.
The results of these segments and our consolidated operations are detailed in the discussion that follows.
Our consolidated net sales, net income and income per share for the three and nine months ended September 30, 2026 and 2025 are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In thousands, except per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net sales | $ | 27,192 | $ | 33,986 | $ | 88,451 | $ | 95,584 | |||||||||||||||
| Net income (loss) | (1,173) | 4,578 | 6,108 | 13,250 | |||||||||||||||||||
| Income (Loss) Per Share: | |||||||||||||||||||||||
| Basic income (loss) per common share | $ | (0.01) | $ | 0.06 | $ | 0.08 | $ | 0.17 | |||||||||||||||
| Diluted income (loss) per common share | $ | (0.01) | $ | 0.05 | $ | 0.07 | $ | 0.15 | |||||||||||||||
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Net Sales
Net sales consist of gross sales less discounts and returns. The following table sets forth our total net sales by reportable segment:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
($ In thousands) | 2026 | 2025 | % Change | 2026 | 2025 | % Change | |||||||||||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||||||||||||||
| Consumer Products | $ | 23,320 | $ | 26,017 | (10) | % | $ | 69,895 | $ | 70,217 | — | % | |||||||||||||||||||||||
| Ingredients | 3,802 | 7,197 | (47) | % | 17,753 | 22,985 | (23) | % | |||||||||||||||||||||||||||
| Analytical reference standards and services | — | 772 | (100) | % | 423 | 2,382 | (82) | % | |||||||||||||||||||||||||||
| Corporate and other | 70 | — | N/A | 380 | — | N/A | |||||||||||||||||||||||||||||
| Total net sales | $ | 27,192 | $ | 33,986 | (20) | % | $ | 88,451 | $ | 95,584 | (7) | % | |||||||||||||||||||||||
Total net sales decreased by $6.8 million and $7.1 million for the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025. The decrease was attributable to lower net sales from our ingredients segment, consumer products segment, and the absence of analytical reference standards and services revenue following the February 2026 divestiture of that business. The pharmaceuticals segment did not generate revenue during the periods presented. Detailed changes in net sales were driven by the following:
•Within our consumer products segment, Tru Niagen® sales decreased by $2.7 million and $0.3 million for the three and nine months ended September 30, 2026, respectively, compared to the corresponding periods in 2025. The decrease during the three months ended September 30, 2026 was driven by lower A.S. Watson sales of $1.7 million and lower e-commerce channel sales of $0.9 million, compared to the corresponding prior year period. The decrease in e-commerce channel sales is primarily attributable to Amazon Prime Day occurring in Q3 in 2025, as compared to Q4 in 2026. The slight decrease during the nine months ended September 30, 2026 was driven by lower A.S. Watson sales of $6.4 million, offset by higher e-commerce channel sales of $3.9 million and increased sales to other distribution channels of $2.2 million, compared to the corresponding prior year period. Growth within other distribution channels was driven in part by increased cross-border sales into China, which increased approximately $0.5 million and $2.1 million for the three and nine months ended September 30, 2026, respectively, compared to the corresponding prior-year periods. The decline in sales to A.S. Watson Group reflects variability in ordering patterns and commercial activity during the period. We continue to engage with this partner on marketing and sales initiatives to support the ongoing relationship.
•Total ingredient sales decreased by $3.4 million and $5.2 million for the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025. The decrease was primarily driven by lower sales to food-grade Niagen® partners, which declined by approximately $3.0 million and $3.8 million, respectively, as well as lower pharmaceutical-grade Niagen® sales of $0.1 million and $1.2 million, respectively. The decrease in food-grade ingredient sales was primarily driven by lower purchasing from the largest ingredient customer due to softer downstream demand and sell-through, which resulted in decreases of $3.2 million and $6.5 million for the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025. Pharmaceutical-grade sales also reflected reduced purchasing expectations from partners as compared to prior year periods. Ingredient partner orders remain subject to timing variability.
•Analytical reference standards and services net sales decreased by $0.8 million and $2.0 million for the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025. The decreases reflect the February 2026 divestiture of the Analytical Reference Standards and Services business, resulting in only partial-period revenue being recognized during the current-year periods. As a result of the divestiture, we do not expect to generate additional net sales from this segment in future periods.
•Corporate and other net sales represent revenue generated under the TSA entered into in connection with the February 2026 divestiture of our Analytical Reference Standards and Services operating segment. The TSA provided for specified transition services to support the buyer for a period of up to six months following the closing date. The TSA expired in August 2026. Accordingly, we do not expect to recognize additional related revenue in future periods.
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Cost of Sales
Cost of sales includes raw materials, labor, overhead, and delivery costs. The following table sets forth our total cost of sales by reportable segment:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Amount | % of net sales | Amount | % of net sales | ||||||||||||||||||||||||||||||||||||||||||||
($ In thousands) | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||
| Cost of sales: | |||||||||||||||||||||||||||||||||||||||||||||||
| Consumer Products | $ | 8,154 | $ | 8,560 | 35.0 | % | 32.9 | % | $ | 23,588 | $ | 23,420 | 33.7 | % | 33.4 | % | |||||||||||||||||||||||||||||||
| Ingredients | 1,852 | 2,944 | 48.7 | 40.9 | 7,781 | 8,853 | 43.8 | 38.5 | |||||||||||||||||||||||||||||||||||||||
| Analytical reference standards and services | — | 554 | N/A | 71.8 | 308 | 1,826 | 72.8 | 76.7 | |||||||||||||||||||||||||||||||||||||||
| Corporate and other | 81 | — | 115.7 | N/A | 379 | — | 99.7 | N/A | |||||||||||||||||||||||||||||||||||||||
| Total cost of sales | $ | 10,087 | $ | 12,058 | 37.1 | % | 35.5 | % | $ | 32,056 | $ | 34,099 | 36.2 | % | 35.7 | % | |||||||||||||||||||||||||||||||
Total cost of sales, as a percentage of net sales, increased to 37.1% and 36.2% for the three and nine months ended September 30, 2026, respectively, compared to 35.5% and 35.7% for the corresponding periods in 2025. Changes in cost of sales were primarily driven by the following:
•Cost of sales, as a percentage of net sales, within our consumer products segment may vary due to changes in business mix, product mix, costs of components, inflationary pressures, optimization efforts in our supply chain, and other factors. For the three and nine months ended September 30, 2026, cost of sales as a percentage of net sales increased by approximately 210 basis points and 30 basis points, respectively, compared to the same periods in 2025. The increase for the three months ended September 30, 2026 was attributable to lower e-commerce sales, which generally carry higher gross margins.
•Cost of sales, as a percentage of net sales, in our ingredients segment are influenced by several factors including inventory purchase costs, fixed supply chain overhead, transportation and storage costs, product mix, and other factors. For the three and nine months ended September 30, 2026, cost of sales as a percentage of net sales increased by approximately 780 basis points and 530 basis points, respectively, compared to the same periods in 2025. The increase was primarily attributable to lower overall sales, as a large portion of overhead costs is fixed in nature and therefore does not decrease in line with reduced sales levels. In addition, for the nine months ended September 30, 2026, we had an unfavorable shift in product mix, with food-grade Niagen® representing a greater proportion of segment sales and pharmaceutical-grade Niagen® representing a smaller proportion of segment sales, each of which carries a distinct margin profile, resulting in lower overall gross margins during the period. Gross margins were also impacted by pricing concessions provided to certain customers to support commercial relationships in a more competitive market environment.
•Cost of sales, as a percentage of net sales, in our analytical reference standards and services segment are influenced by many factors including inventory purchase costs, fixed supply chain overhead, transportation and storage costs, and other factors. Following the February 2026 divestiture of the business, both net sales and cost of sales reflect only partial-period operations during the current year and therefore declined compared to the corresponding prior-year periods. We do not expect this segment to generate additional net sales or incur additional cost of sales in future periods.
•Corporate and other cost of sales represent expenses incurred under the TSA entered into in connection with the February 2026 divestiture of our Analytical Reference Standards and Services operating segment. The TSA provided for specified transition services to support the buyer for a period of up to six months following the closing date. The TSA expired in August 2026. Accordingly, we do not expect to incur additional related cost of sales in future periods.
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Gross Profit (loss)
Gross profit (loss) is net sales less the cost of sales and is affected by business and product mix, competitive pricing and costs of products, labor, overhead, services, and delivery, among other factors. The following table sets forth our total gross profit (loss) by reportable segment:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
($ In thousands) | 2026 | 2025 | % Change | 2026 | 2025 | % Change | |||||||||||||||||||||||||||||
| Gross profit (loss): | |||||||||||||||||||||||||||||||||||
| Consumer Products | $ | 15,166 | $ | 17,457 | (13) | % | $ | 46,307 | $ | 46,797 | (1) | % | |||||||||||||||||||||||
| Ingredients | 1,950 | 4,253 | (54) | 9,972 | 14,132 | (29) | |||||||||||||||||||||||||||||
| Analytical reference standards and services | — | 218 | (100) | 115 | 556 | (79) | |||||||||||||||||||||||||||||
| Corporate and other | (11) | — | N/A | 1 | — | N/A | |||||||||||||||||||||||||||||
| Total gross profit (loss) | $ | 17,105 | $ | 21,928 | (22) | % | $ | 56,395 | $ | 61,485 | (8) | % | |||||||||||||||||||||||
For details supporting the changes in gross profit, refer to the preceding discussions outlining the changes in both our net sales and cost of sales for each respective segment.
Operating Expenses - Sales and Marketing
Sales and marketing expense consists of salaries, advertising, public relations, marketing expenses and commissions. Sales and marketing expense by reportable segment is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| ($ In thousands) | Amount | % of net sales | Amount | % of net sales | Amount | % of net sales | Amount | % of net sales | |||||||||||||||||||||||||||||||||||||||||||||
| Advertising expenses: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consumer Products | $ | 2,627 | 11.3 | % | $ | 3,145 | 12.1 | % | $ | 9,085 | 13.0 | % | $ | 9,003 | 12.8 | % | |||||||||||||||||||||||||||||||||||||
| Total advertising expenses | $ | 2,627 | 9.7 | % | $ | 3,145 | 9.3 | % | $ | 9,085 | 10.3 | % | $ | 9,003 | 9.4 | % | |||||||||||||||||||||||||||||||||||||
| Marketing expenses: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consumer Products | $ | 3,397 | 14.6 | % | $ | 2,700 | 10.4 | % | $ | 10,531 | 15.1 | % | $ | 7,667 | 10.9 | % | |||||||||||||||||||||||||||||||||||||
| Ingredients | 150 | 3.9 | 17 | 0.2 | 426 | 2.4 | 87 | 0.4 | |||||||||||||||||||||||||||||||||||||||||||||
| Analytical reference standards and services | — | N/A | 1 | 0.1 | — | — | 1 | — | |||||||||||||||||||||||||||||||||||||||||||||
| Total marketing expenses | $ | 3,547 | 13.0 | % | $ | 2,718 | 8.0 | % | $ | 10,957 | 12.4 | % | $ | 7,755 | 8.1 | % | |||||||||||||||||||||||||||||||||||||
| Sales expenses: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consumer Products | $ | 2,517 | 10.8 | % | $ | 2,788 | 10.7 | % | $ | 8,276 | 11.8 | % | $ | 7,973 | 11.4 | % | |||||||||||||||||||||||||||||||||||||
| Ingredients | 22 | 0.6 | 38 | 0.5 | 156 | 0.9 | 94 | 0.4 | |||||||||||||||||||||||||||||||||||||||||||||
| Analytical reference standards and services | — | N/A | 79 | 10.2 | 44 | 10.4 | 267 | 11.2 | |||||||||||||||||||||||||||||||||||||||||||||
| Total sales expenses | $ | 2,539 | 9.3 | % | $ | 2,905 | 8.5 | % | $ | 8,476 | 9.6 | % | $ | 8,334 | 8.7 | % | |||||||||||||||||||||||||||||||||||||
| Total sales and marketing expenses: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consumer Products | $ | 8,541 | 36.6 | % | $ | 8,633 | 33.2 | % | $ | 27,892 | 39.9 | % | $ | 24,643 | 35.1 | % | |||||||||||||||||||||||||||||||||||||
| Ingredients | 172 | 4.5 | 55 | 0.8 | 582 | 3.3 | 181 | 0.8 | |||||||||||||||||||||||||||||||||||||||||||||
| Analytical reference standards and services | — | N/A | 80 | 10.4 | 44 | 10.4 | 268 | 11.3 | |||||||||||||||||||||||||||||||||||||||||||||
| Total sales and marketing expenses | $ | 8,713 | 32.0 | % | $ | 8,768 | 25.8 | % | $ | 28,518 | 32.2 | % | $ | 25,092 | 26.3 | % | |||||||||||||||||||||||||||||||||||||
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Total sales and marketing expenses decreased by $0.1 million and increased by $3.4 million during the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025. As a percentage of net sales, total sales and marketing expenses increased by 620 basis points and 590 basis points, respectively. The increase primarily reflects higher advertising and customer acquisition costs, investments to support brand growth and planned commercial initiatives, including increased spending in marketing channels that are expected to build longer-term brand awareness and customer acquisition rather than generate immediate revenue.
•For our consumer products segment, sales and marketing expenses slightly decreased by $0.1 million and increased by $3.2 million during the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025 and, as a percentage of net sales, increased to 36.6% from 33.2% and to 39.9% from 35.1%, respectively. The increase was primarily attributable to higher marketing and advertising expenditures to support brand growth and customer acquisition initiatives, as well as increased personnel-related costs associated with the expansion of our marketing organization. These initiatives are intended to support long-term growth and may not result in immediate increases in net sales.
•For our ingredients segment, sales and marketing expense slightly increased by $0.1 million and $0.4 million during the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025 and, as a percentage of net sales, increased to 4.5% from 0.8% and to 3.3% from 0.8%. The increase was primarily attributable to higher marketing and promotional expenditures supporting pharmaceutical-grade Niagen® commercialization initiatives.
•For our analytical reference standards and services segment, sales and marketing expense decreased for the three and nine months ended September 30, 2026, compared to the corresponding periods in 2025, primarily due to the February 2026 divestiture of the business and the resulting reduction in operating activities.
Operating Expenses - Research and Development
Research and development (R&D) expenses consist primarily of personnel-related costs, clinical trials, product development, and process development expenses. Prior-period amounts have been recast to conform to the current period segment presentation. R&D expenses by reportable segment were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
($ In thousands) | 2026 | 2025 | % Change | 2026 | 2025 | % Change | |||||||||||||||||||||||||||||
| R&D expenses: | |||||||||||||||||||||||||||||||||||
| Consumer Products | $ | 1,062 | $ | 681 | 56 | % | $ | 2,636 | $ | 2,217 | 19 | % | |||||||||||||||||||||||
| Ingredients | 198 | 176 | 13 | 669 | 725 | (8) | |||||||||||||||||||||||||||||
| Pharmaceuticals | 536 | 938 | (43) | 1,485 | 1,678 | (12) | |||||||||||||||||||||||||||||
| Total R&D expenses | $ | 1,796 | $ | 1,795 | — | % | $ | 4,790 | $ | 4,620 | 4 | % | |||||||||||||||||||||||
•R&D expenses in our pharmaceuticals segment decreased by $0.4 million and $0.2 million for the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025. The decrease was largely driven by the absence of expenses associated with a potential Parkinson's disease therapy that were recognized in the third quarter of 2025, partially offset by continued investment in the research and development of an NAD+ precursor-based candidate for potential therapeutic applications in rare diseases.
•The remaining R&D expenses related to our Niagen® branded ingredient are allocated to the consumer products and ingredients segments based on recorded revenues. R&D expenses allocated to these segments increased by $0.4 million for each of the three and nine months ended September 30, 2026, compared to the corresponding periods in 2025 primarily due to higher spending on other research and development activities, including scientific engagement initiatives such as a research conference were partially offset by lower direct consulting and product development research expenses. We expect R&D spending within these segments to continue to vary based on the timing and scope of research projects, clinical development activities, scientific engagement initiatives, and internal resource allocation.
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Operating Expenses - General and Administrative
General and administrative expense consists of general company administration, legal, royalties, IT, accounting and executive management expenses. General and administrative expenses are not allocated by segment and instead are classified under our Corporate and Other category. General and administrative expense for the periods indicated were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
($ In thousands) | 2026 | 2025 | % Change | 2026 | 2025 | % Change | |||||||||||||||||||||||||||||
| General and administrative | $ | 8,183 | $ | 7,129 | 15 | % | $ | 22,398 | $ | 19,580 | 14 | % | |||||||||||||||||||||||
Total general and administrative expenses increased by $1.1 million and $2.8 million during the three and nine months ended September 30, 2026, compared to the corresponding periods in 2025. The increase during the three months ended September 30, 2026, compared to the corresponding period in 2025 was primarily due to a $1.5 million increase in legal fees partially offset by $0.3 million in lower royalties and $0.3 million in lower employee-related expenses. The increase during the nine months ended September 30, 2026, compared to the corresponding period in 2025 was primarily driven by a $1.3 million increase in provisions for credit losses, reflecting a $1.3 million recovery of credit losses recognized in the prior year period that did not occur in 2026, a $1.7 million increase in legal fees, as well as an increase of $0.9 million in share-based compensation, partially offset by $1.0 million in lower royalties. For additional details regarding the prior year recovery of credit losses, refer to our Form 10-K filing for the year ended December 31, 2025, Note 10, Commitments and Contingencies.
Income Taxes
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. As of September 30, 2026 and December 31, 2025, we maintained a full valuation allowance against the entire deferred income tax balance. In accordance with ASC 740, Income Taxes, future realization of deferred tax assets depends on the existence of sufficient taxable income, including the expectation of future profitability.
The Company did not record income tax expense for the three months ended September 30, 2026 and recorded $523,000 for the nine months ended September 30, 2026, representing 7.9% of earnings before income taxes. During the three and nine months ended September 30, 2025, the Company recorded $222,000 and $518,000, respectively, of income tax expense representing 4.6% and 3.8% of earnings before income taxes for the respective periods.
The Company is not currently under examination by the Internal Revenue Service or any other major income tax jurisdiction. As of September 30, 2026 and December 31, 2025, the Company has not identified any material uncertain tax positions requiring a reserve.
Depreciation and Amortization
Depreciation expense was approximately $348,000 and $473,000 for the nine months ended September 30, 2026 and 2025, respectively. We depreciate our assets on a straight-line basis, based on the estimated useful lives of the respective assets.
Amortization expense of intangible assets was approximately $524,000 and $113,000 for the nine months ended September 30, 2026 and 2025, respectively. We amortize intangible assets using a straight-line method, generally over 10 years. For licensed patent rights, the useful lives are 10 years or the remaining term of the patents underlying licensing rights, whichever is shorter. The useful life of subsequent milestone payments that are capitalized match the remaining useful life of the initial licensing payment that was originally capitalized.
Noncash lease expense related to right-of-use assets was approximately $535,000 for the nine months ended September 30, 2026 compared to $496,000 for the nine months ended September 30, 2025.
Liquidity and Capital Resources
From inception through September 30, 2026, we have incurred aggregate losses of approximately $158.4 million. These losses are primarily due to expenses associated with the development and expansion of our operations and investments to protect our intellectual property, including litigation-related expenses. Historically, our operations were financed primarily through capital contributions, including the issuance of common stock in private placements, as well as cash generated from sales. As our operating results and cash generation improved in recent periods, our liquidity profile also strengthened. Additional periods of decline in our net income or net losses would negatively impact our liquidity.
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Our board of directors periodically reviews our capital requirements in light of our operating performance, growth initiatives, and long-term business objectives. Our future capital requirements will be influenced by several factors, including cash flows from operations, sales growth, gross margin performance, planned investments in research and development and commercialization activities, and the timing and scale of potential strategic initiatives. While we currently expect to fund our operations primarily through existing cash resources and cash generated from operations, we may, from time to time, consider additional financing to support strategic investments or growth opportunities. Any such financing may include equity or debt financings, collaborative arrangements, or other sources of capital.
As of September 30, 2026, we had cash and cash equivalents of $69.5 million, including approximately $0.2 million of restricted cash. Our cash and cash equivalents as of September 30, 2026 consisted of bank deposits and short-term investments in highly liquid investment-grade debt instruments with an original maturity of three months or less. In addition, as of September 30, 2026, we had purchase obligations of approximately $17.7 million related to inventory purchase commitments and approximately $2.3 million related to future minimum lease obligations under commenced leases to be paid over twelve months and four years, respectively, as well as fixed, unconditional deferred consideration obligations of approximately $9.5 million and £0.4 million payable through 2038 in connection with the assignment of certain patent rights. During June 2026, we entered into a new operating lease for office space in Los Angeles with a contractual commencement date of April 1, 2027, subject to certain early access provisions. Because the lease had not commenced as of September 30, 2026, no related right-of-use asset or lease liability has been recognized in the accompanying Unaudited Condensed Consolidated Balance Sheets. Upon commencement of the lease, we expect to recognize the associated operating lease assets and liabilities in accordance with ASC 842. As of September 30, 2026 and December 31, 2025, we had no material off-balance sheet arrangements and no borrowings outstanding under our line of credit. We believe that our current unrestricted cash and cash equivalents, together with cash expected to be generated from operations will be sufficient to meet our financial obligations as they become due over at least the next twelve months and beyond. In addition, pursuant to the Sales Agreement with Canaccord Genuity LLC and Roth Capital Partners, LLC entered into on June 26, 2026 (ATM Facility), our ATM facility provides us with the ability to raise up to $50.0 million of additional capital, subject to market conditions. As of the date of this Quarterly Report on Form 10-Q, we have not sold any shares under the ATM Facility.
Net cash provided by operating activities: Cash provided by operating activities is net income adjusted for certain non-cash items and changes in operating assets and liabilities. For the nine months ended September 30, 2026, net cash provided by operating activities was approximately $4.2 million, compared to approximately $12.8 million for the same period in 2025, representing a decrease of $8.6 million.
Net income for the nine months ended September 30, 2026 was $6.1 million, compared to $13.3 million for the same period in 2025. Net income in the current period includes several non-cash items, including $5.0 million of share-based compensation expense and a $4.8 million gain on the sale of the analytical reference standards and services business segment. In addition, the prior year period included the recovery of previously written-off amounts, which did not recur in the current period.
Changes in working capital resulted in a net use of cash during the nine months ended September 30, 2026, primarily driven by accrued expenses and prepaid expenses and other assets. Accrued expenses decreased, resulting in a $3.8 million use of cash during the current period, compared to a $0.9 million source of cash in the prior year period. Prepaid expenses and other assets increased, resulting in a $2.1 million use of cash during the current period, compared to $0.4 million source of cash in the prior year period, reflecting higher prepayments associated with marketing and advertising expenses as well as ongoing research and development projects. These uses of cash were partially offset by sources of cash from trade receivables and accounts payable. Trade receivables resulted in a $2.9 million source of cash during the current period, compared to a $0.5 million source of cash in the prior year period. Accounts payable increased, resulting in a $0.7 million source of cash during the current period, compared to a $4.2 million source of cash in the prior year period.
We expect operating cash flows to continue to fluctuate significantly from period to period due to a variety of factors, including changes in operating results, shipment timing, the pace of trade receivable collections, inventory management practices, and the timing of payments to vendors, among other factors.
Cash provided by (used in) investing activities: Investing cash flows consist primarily of proceeds from the sale of a business segment and related transaction costs as well as capital expenditures. Net cash provided by investing activities was $5.1 million for the nine months ended September 30, 2026 compared to a net use of cash of approximately $0.2 million for the same period in 2025. The increase of $5.3 million was driven by the sale of the analytical reference standards and services business segment.
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Net cash (used in) provided by financing activities: Financing cash flows consist primarily of exercises of stock options and ESPP purchases through employee equity incentive plans, share repurchases, and settlements of deferred consideration. For the nine months ended September 30, 2026, net cash used in financing activities was $4.6 million, compared to net cash provided by financing activities of $7.0 million for the same period in 2025. This decrease of $11.6 million was primarily driven by $5.1 million of common stock repurchases in the current year period and lower proceeds from stock option exercises of approximately $6.5 million compared to the prior year period.
Critical Accounting Estimates
There have been no material changes to critical accounting estimates from those disclosed in our 2025 Form 10-K.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
Supplier Concentration Risk
We rely on a single supplier for the supply of nicotinamide riboside chloride (NRCL), a key raw material used in our products, and on a limited number of third-party suppliers for other raw materials. This reliance on a sole-source supplier for NRCL and a limited supplier base for other inputs exposes us to risks related to supply availability, pricing, quality, and delivery.
Any disruption in supply from key suppliers, including as a result of production issues, capacity constraints, regulatory compliance matters, or other factors, could delay or interrupt our ability to manufacture and distribute our products. In addition, our limited ability to source NRCL from alternative suppliers increases our exposure to potential supply shortages or unfavorable commercial terms. Such disruptions or changes in supplier relationships could have a material adverse effect on our business, financial condition, and results of operations.
Inventory and Purchase Commitment Risk
We enter into purchase commitments with suppliers for raw materials, including NRCL, in order to support our anticipated production and sales requirements. These commitments may require us to purchase minimum quantities and maintain certain inventory levels. As a result, we are exposed to risks associated with changes in demand, forecasting inaccuracies, and inventory management. If actual demand for our products is lower than expected or if market conditions change, we may be required to hold excess inventory or sell products at reduced margins. In addition, we may be unable to fully utilize committed raw materials, which could result in inventory write-downs or other charges. Such outcomes could have a material adverse effect on our financial condition, results of operations, and cash flows.
We are exposed to market risks arising from changes in interest rates and foreign currency exchange rates.
Interest Rate Risk
We may be exposed to interest rate risk in connection with our revolving credit facility with Western Alliance Bank. The facility provides for borrowings of up to $10.0 million at a floating interest rate equal to the greater of (i) 6.00% per annum or (ii) the Prime Rate, plus 1.00%. As of September 30, 2026, we had no outstanding borrowings under this facility and, accordingly, had no current exposure to interest rate fluctuations. However, any future borrowings under the facility would subject us to variability in interest expense based on changes in the Prime Rate. All amounts outstanding under the facility, if any, mature on November 12, 2027.
Our cash and cash equivalents are held in short-term, highly liquid investments, including money market funds. Due to the short-term nature and low risk profile of these investments, changes in interest rates are not expected to have a material impact on the fair value of our portfolio, results of operations, or cash flows. We do not have material interest-bearing debt with fixed rates that would expose us to significant interest rate risk.
Foreign Currency Risk
We are exposed to foreign currency risk to a limited extent through the operations of certain foreign subsidiaries and sales denominated in currencies other than the U.S. dollar, including sales through international e-commerce platforms. However, the majority of our revenues and expenses are denominated in U.S. dollars. As a result, fluctuations in foreign currency exchange rates have not had, and are not expected to have, a material impact on our financial position, results of operations, or cash flows. We do not currently engage in hedging or other derivative transactions to manage foreign currency risk.
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ITEM 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the supervision of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2026, our disclosure controls and procedures are effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Company’s third fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II
Item 1. Legal Proceedings
For a description of our legal proceedings, see Note 8, Commitments and Contingencies, Legal Proceedings in the Notes to the Unaudited Condensed Consolidated Financial Statements, included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors
Investing in our common stock involves a high degree of risk. Current investors and potential investors should consider carefully the risks and uncertainties described below and in our Annual Report, together with all other information contained in this Quarterly Report on Form 10-Q and our Annual Report, including our financial statements, the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before making investment decisions with respect to our common stock. If any of the following risks actually occur, our business, financial condition, results of operations and future growth prospects would likely be materially and adversely affected. Under these circumstances, the trading price and value of our common stock could decline, and you may lose all or part of your investment. The risks and uncertainties described in this Quarterly Report on Form 10-Q and in our Annual Report are not the only ones facing our Company. Additional risks and uncertainties of which we are not presently aware, or that we currently consider immaterial, may also affect our business operations.
Summary of Risk Factors
We are providing the following summary of the risk factors contained in this Form 10-Q to enhance the readability and accessibility of our risk factor disclosures. This summary does not address all of the risks that we face. We encourage our stockholders to carefully review the risk factors contained in this Form 10-Q in their entirety for additional information regarding the risks and uncertainties that could cause our actual results to vary materially from recent results or from our anticipated future results.
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Risks Related to our Company and our Business:
•Interruptions in our relationships or declines in our business with major customers could materially harm our business and financial results.
•Global, market and economic conditions may negatively impact our business, financial condition and share price.
•Our future success largely depends on sales of our Tru Niagen® product.
•The success of our consumer product and ingredient business is linked to the size and growth rate of the wellness industry market and an adverse change in the size or growth rate of that market could have a material adverse effect on us.
•The future growth and profitability of our consumer product business will depend in large part upon the effectiveness and efficiency of our marketing efforts and our ability to select effective markets and media in which to market and advertise.
•Many of our competitors are larger and have greater financial and other resources than we do.
•We have a history of operating losses, may need additional financing to meet our future long-term capital requirements and may be unable to raise sufficient capital on favorable terms or at all.
Risks Related to our Operations:
•Our operating results may fluctuate significantly, which could make our future results difficult to predict and could cause our operating results to fall below expectations.
•If we are unable to maintain or develop sales, marketing and distribution capabilities or maintain or develop arrangements with third parties to sell, market and distribute our products, including through third-party e-commerce marketplaces, our business may be harmed.
•Our business could be negatively impacted by cyber security incidents or threats, which could lead to data breaches, material interruption to our operations, manufacturing or laboratory systems, clinical trials, and IT systems, and violations of statutory and contractual privacy, confidentiality and data security obligations. This could result in significant fines, penalties, litigation, and liabilities, regulatory investigations or lawsuits, including class actions, reputational harm, and loss of revenue, customers or sales.
Risks Related to our Products:
•We rely on a single supplier, W.R. Grace, for NRCL and a limited number of third-party suppliers for the raw materials required to produce our products.
•Unfavorable publicity or consumer perception of our products and any similar products distributed by other companies could have a material adverse effect on our business.
•We may incur material product liability claims or class action litigation, which could increase our costs and adversely affect our reputation, revenues and operating income.
•We utilize ingredients and components for our products from foreign suppliers, and may be negatively affected by the risks associated with international trade and importation issues.
•We are subject to potential payment processing risk.
Risks Related to our Intellectual Property:
•Our ability to protect our intellectual property and proprietary technology through patents and other means is uncertain and may be inadequate, which may have a material and adverse effect on us.
•Our patents and licenses may be subject to challenge on validity grounds, and our patent applications may be rejected.
•We may become subject to claims of infringement or misappropriation of the intellectual property rights of others, which could prohibit us from developing our products, require us to obtain licenses from third parties or to develop non-infringing alternatives and subject us to substantial monetary damages.
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Risks Related to Regulatory Approval of our Products and Other Government Regulations:
•Changes in government regulation or in practices relating to the pharmaceutical, dietary supplement, food and cosmetic industry could affect our ability to comply and the demand for our products and services.
•Compliance with stringent and changing global privacy and data security laws and regulations may increase our operating costs, expose us to liability, and restrict our ability to collect, use, transfer, and otherwise process data critical to our business. Any actual or perceived failure to comply could materially adversely affect our business, financial condition, or operations.
•Our use of artificial intelligence technologies, and their use by third parties on which we rely, may expose us to privacy, data security, regulatory and reputational risks and may not produce the benefits we expect.
•Our advertising, marketing and sales practices are subject to regulation by the U.S. Federal Trade Commission (FTC) and state authorities, and any actual or alleged failure to comply could result in enforcement actions, litigation, restrictions on our marketing and harm to our reputation.
Risks Related to the Securities Markets and Ownership of our Equity Securities:
•The market price of our common stock may be volatile and adversely affected by several factors.
•We have not paid cash dividends in the past and do not expect to pay cash dividends in the foreseeable future. Any return on investment may be limited to the value of our common stock.
•We have a significant number of outstanding options and unvested restricted stock units. Future sales of these shares could adversely affect the market price of our common stock.
General Risks:
•We may become involved in securities class action litigation that could divert management’s attention and harm our business.
•Our failure to establish and maintain effective internal control over financial reporting could result in material misstatements in our financial statements, result in our failure to meet our reporting obligations and cause investors to lose confidence in our reported financial information, which in turn could cause the trading price of our common stock to decline.
•We have a limited operating history in China and our ability to develop successful channels in China is subject to legal, political, economic and social uncertainties.
•Environmental, social and governance matters and any related reporting obligations may impact our business and reputation.
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Risks Related to our Company and our Business
Interruptions in our relationships or declines in our business with major customers could materially harm our business and financial results.
Any interruption in our relationship or decline in our business with key customers upon whom we become highly dependent could cause harm to our business. Factors that could influence our relationship with our customers upon whom we may become highly dependent include:
•our ability to maintain our products at prices and quality that are competitive with those of our competitors, and the potential for new competitors or more aggressive actions by our existing competitors;
•increased availability or customer acceptance of alternative ingredients, including NMN, which could cause customers to reduce purchases from us, shift purchases to competing products or seek more favorable pricing or other commercial terms, and any such reduction by a significant customer could disproportionately affect our ingredient revenue, margins and results of operations;
•our ability to maintain quality levels for our products sufficient to meet the expectations of our customers;
•our ability to produce, ship and deliver a sufficient quantity of our products in a timely manner to meet the needs of our customers;
•our ability to continue to develop and launch new products that our customers feel meet their needs and requirements, with respect to cost, timeliness, features, performance and other factors;
•our ability to develop new sales and distribution channels for our new products;
•our ability to successfully develop relationships with clinics and other third-party providers of our pharmaceutical-grade products;
•our ability to provide timely, responsive and accurate customer support to our customers; and
•the ability of our customers to effectively deliver, market and increase sales of their own products based on ours.
Global, market and economic conditions may negatively impact our business, financial condition and share price.
Concerns over inflation, tariffs, import/export regulations, trade disputes, geopolitical issues, the U.S. financial markets, higher interest rates, foreign exchange rates, capital and exchange controls, unstable global credit markets and financial conditions, have led to periods of significant economic instability, declines in consumer confidence and discretionary spending and diminished expectations for the global economy and expectations of slower global economic growth going forward. Our general business strategy may be adversely affected by any such economic downturns, volatile business environments and unstable or unpredictable economic and market conditions. If these conditions continue to deteriorate or do not improve, it may make any necessary debt or equity financing more difficult to complete, more costly and more dilutive. In addition, there is a risk that one or more of our current or future service providers, manufacturers, suppliers and other partners could be negatively affected by difficult economic times, which could adversely affect our ability to attain our operating goals on schedule and on budget or meet our business and financial objectives. Specifically, the impact of these volatile and negative conditions may include, but are not limited to, decreased demand for our products and services as consumers may consider the purchase of nutritional products discretionary, a decrease in our ability to accurately forecast future product trends and demand, and a negative impact on our ability to timely collect receivables from our customers. The foregoing economic conditions may lead to increased levels of bankruptcies, restructurings and liquidations for our customers, scaling back of research and development expenditures, delays in planned projects and shifts in business strategies for many of our customers. Such events could, in turn, adversely affect our business through loss of sales.
In addition, we face several risks associated with international business and are subject to global events beyond our control, including war, public health crises, such as pandemics and epidemics, trade disputes, economic sanctions, trade wars and their collateral impacts and other international events. Any of these changes could have a material adverse effect on our reputation, business, financial condition or results of operations. There may be changes to our business if there is instability, disruption or destruction in a significant geographic region, regardless of cause, including war, terrorism and related sanctions and countermeasures, riot, civil insurrection or social unrest; and natural or man-made disasters, including extreme weather events due to climate change, famine, flood, fire, earthquake, storm or disease. The effects of rising global inflation are difficult to predict, but could adversely impact geopolitical and macroeconomic conditions, the global economy, and contribute to increased market volatility, which may in turn adversely affect our business and operations.
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Our future success largely depends on sales of our Tru Niagen® product.
We expect to generate a significant percentage of our future revenue from sales of our Tru Niagen® product. As a result, the market acceptance of Tru Niagen® is critical to our continued success, and if we are unable to expand market acceptance and increase consumer awareness of Tru Niagen® our business, results of operations, financial condition, liquidity and growth prospects would be materially adversely affected.
The success of our consumer product and ingredient business is linked to the size and growth rate of the wellness industry market and an adverse change in the size or growth rate of that market could have a material adverse effect on us.
An adverse change in the size or growth rate of the wellness industry market, particularly the dietary supplement market, could have a material adverse effect on our business. The success of our pharmaceutical-grade Niagen® ingredient offering is dependent on the continued growth of the intravenous hydration therapy and spa markets and our ability to reach those markets. Underlying market conditions are subject to change based on economic conditions, consumer preferences and other factors that are beyond our control, including media attention and scientific research, which may be positive or negative.
The future growth and profitability of our consumer product business will depend in large part upon the effectiveness and efficiency of our marketing efforts and our ability to select effective markets and media in which to market and advertise.
Our consumer products business success depends on our ability to attract and retain customers, which significantly depends on our marketing practices. Our future growth and profitability will depend in large part upon the effectiveness and efficiency of our marketing efforts, including our ability to:
•create greater awareness of our brand;
•identify the most effective and efficient levels of spending in each market, media and specific media vehicle;
•determine the appropriate creative messages and media mix for advertising, marketing and promotional expenditures;
•effectively manage marketing costs (including creative and media) to maintain acceptable customer acquisition costs;
•select the most effective markets, media and specific media vehicles in which to market and advertise; and
•convert consumer inquiries into actual orders.
Many of our competitors are larger and have greater financial and other resources than we do.
Our products compete and will compete with other similar products produced by our competitors. These competitive products are and may in the future be marketed by well-established, successful companies that possess greater financial, marketing, distributional, personnel and other resources than we possess. Using these resources, these companies can implement extensive advertising and promotional campaigns, both generally and in response to specific marketing efforts by competitors, and enter into new markets more rapidly to introduce new products. In certain instances, competitors with greater financial resources also may be able to enter a market in direct competition with us, offering attractive marketing tools to encourage the sale of products that compete with our products or present cost features that consumers may find attractive.
Our material cash requirements will depend on many factors.
Our material cash requirements will depend on many factors, including:
•the revenues generated by sales of our products;
•the costs associated with expanding our sales and marketing efforts, including efforts to hire independent agents and sales representatives;
•our business costs, including increased costs as a result of inflation;
•the expenses we incur in developing and commercializing our products, including research and development and clinical expenses associated with potential pharmaceutical products, the cost of obtaining and maintaining regulatory approvals and developing new distribution channels; and
•unanticipated general and administrative expenses.
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Because of these factors, we may seek to raise additional capital within the next twelve months both to meet our projected operating plans after the next twelve months and to fund our longer-term strategic objectives. Additional capital may come from public and private equity or debt offerings, borrowings under lines of credit or other sources. These additional funds may not be available on favorable terms, or at all. There can be no assurance we will be successful in raising these additional funds. Furthermore, if we issue equity or debt securities to raise additional funds, our existing stockholders may experience dilution and the new equity or debt securities we issue may have rights, preferences and privileges senior to those of our existing stockholders. In addition, if we raise additional funds through collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to our products or proprietary technologies, or grant licenses on terms that are not favorable to us. If we cannot raise funds on acceptable terms, we may not be able to develop or enhance our products, obtain the required regulatory clearances or approvals, execute our business plan, take advantage of future opportunities, or respond to competitive pressures or unanticipated customer requirements. Any of these events could adversely affect our ability to achieve our development and commercialization goals, which could have a material and adverse effect on our business, results of operations and financial condition.
Changes in our business strategy, including entering new consumer product markets, restructuring our businesses or other factors may increase our costs or otherwise affect the profitability of our businesses.
As changes in our business environment occur we may adjust our business strategies to meet these changes or we may otherwise decide to restructure our operations or businesses or assets. In addition, external events including changing technology, changing consumer patterns and changes in macroeconomic conditions, including inflationary pressures, may impair the value of our assets and increase our costs. When these changes or events occur, we may incur costs to change our business strategy and may need to write down the value of assets. In any of these events, our costs may increase, we may have significant charges associated with the write-down of assets or returns on new investments may be lower than prior to the change in strategy or restructuring. For example, we may not be successful in developing our consumer product business for sales of Tru Niagen® products or sales of our Niagen® ingredient products, and our sales may decrease despite us incurring increased costs related to marketing or otherwise developing such products.
We face significant competition, including from other supplements such as NMN.
The markets for our products and services are both competitive and price-sensitive. Many of our competitors have significant financial, operations, sales and marketing resources and experience in research and development. Competitors could develop new technologies that compete with our products and services or even render our products obsolete. If a competitor develops superior technology or cost-effective alternatives to our products and services, our business could be seriously harmed. In September 2025, the FDA determined that nicotinamide mononucleotide (NMN) may be lawfully marketed as a dietary ingredient. The availability of NMN products as dietary supplements has increased competition in the market for NAD precursor and healthy-aging products, including through lower-priced products, products marketed through the same e-commerce, marketplace, retail and practitioner channels through which we sell our products, and products that consumers may perceive as comparable to or interchangeable with our Niagen® and Tru Niagen® products. The availability of NMN may have a particularly significant competitive impact on our ingredient business, including by causing existing or potential ingredient customers to reduce purchases of our products, purchase alternative ingredients or seek more favorable pricing, volume commitments or other contractual terms from us. If consumers, retailers, distributors, healthcare providers or other customers choose NMN products instead of our products, or if we are required to increase promotional spending, reduce prices or make commercial concessions in response to such competition, our sales, gross margins, profitability, market share and results of operations could be materially adversely affected. We have experienced the impacts of this competition in our ingredient business, including on our financial results, since the September 2025 FDA decision. We have filed a lawsuit challenging the FDA’s interpretation concerning the regulatory status of NMN. We cannot predict the outcome or timing of that litigation, and NMN products may continue to compete with our products during the pendency of the proceeding or if we do not obtain the relief sought. If the FDA’s determination is not overturned or superseded, it may continue to introduce additional channels of competition in certain product categories.
Additionally, some competitors, including sellers of NMN, may engage in misleading marketing practices, including mislabeling their products by overstating ingredient levels or making claims that their products provide benefits similar to ours without scientific support. These practices may mislead consumers into purchasing inferior or ineffective alternatives, thereby eroding our market share and damaging the credibility of the product category as a whole. If such competitors gain traction in the marketplace, our ability to differentiate our scientifically validated products may be diminished, which could adversely affect demand from consumers and ingredient customers, our pricing and contractual terms, our gross margins, and overall business.
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Furthermore, the markets for some of our products are also subject to specific competitive risks because these markets are highly price competitive. Our competitors have competed in the past by lowering prices on certain products. If they do so again, we may be forced to respond by lowering our prices. This would reduce sales revenues and increase losses. Failure to anticipate and respond to price competition may also impact sales and aggravate losses. Our commercial opportunity could be reduced if our competitors develop and commercialize products that are more effective or convenient than our products. Our competitors also may obtain regulatory approval for their products in markets we have not yet entered or before we are able to obtain approval for ours, which could result in our competitors establishing a strong market position before we are able to enter that market. To the extent we are not the first to develop, offer and/or supply new products, customers may buy from our competitors or make materials themselves, causing our competitive position to suffer.
Litigation may harm our business.
Substantial, complex or extended litigation could cause us to incur significant costs and distract our management. For example, lawsuits by employees, stockholders, collaborators, distributors, customers, competitors or others could be very costly and substantially disrupt our business. Disputes from time to time with such companies, organizations or individuals are not uncommon, and we cannot assure you that we will always be able to resolve such disputes on terms favorable to us. We have been, and may in the future be, subject to consumer class actions and other claims challenging the accuracy, substantiation or presentation of our advertising, marketing and product claims. Refer to Note 8, Commitments and Contingencies, Contingencies in the Notes to the Unaudited Condensed Consolidated Financial Statements, included in Part I, Item 1 of this Quarterly Report on Form 10-Q, for more detail. Unexpected results could cause us to have financial exposure in these matters in excess of recorded reserves and insurance coverage, requiring us to provide additional reserves to address these liabilities, therefore impacting profits.
We have a history of operating losses, may need additional financing to meet our future long-term capital requirements and may be unable to raise sufficient capital on favorable terms or at all.
While we have recorded net income in both of the years ended December 31, 2025 and 2024, and have recorded net income of approximately $6.1 million for the nine months ended September 30, 2026, we may not be able to sustain profitability in future periods. Our history of net losses and negative cash flow have had, and may continue to have, an adverse effect on our stockholders’ equity and working capital, and if we are not able to sustain profitability in the future, our stock price may be depressed. We expect to continue to incur increasing expenses as we develop our sales, marketing, distribution and other commercial infrastructure and continue to develop and commercialize our products, including the cost of obtaining and maintaining regulatory approvals, and establishing new distribution channels for pharmaceutical-grade Niagen®.
As of September 30, 2026, our cash and cash equivalents totaled approximately $69.5 million, of which $69.4 million was unrestricted, and we had no borrowings outstanding under our line of credit up to $10.0 million, subject to certain terms and conditions, with Western Alliance Bank. We believe that our existing cash resources and available borrowings are sufficient to fund our current operating plans for at least the next twelve months. However, we may require additional funds beyond that period, either through additional equity or debt financings, including pursuant to the Sales Agreement with Canaccord Genuity LLC and Roth Capital Partners, LLC (ATM Facility), or collaborative agreements, lines of credit from other banks, or other sources. We have no commitments to obtain such additional financing, and we may not be able to obtain any such additional financing on terms favorable to us, or at all. Further, in recent years, as a result of various factors including global instability, increased interest rates, and inflationary conditions, among other factors, the global credit and financial markets have experienced extreme volatility, including diminished liquidity and credit availability and uncertainty about economic stability. There can be no assurance that further deterioration in credit and financial markets and confidence in economic conditions will not occur. If equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult to obtain, more costly and/or more dilutive. If adequate financing is not available, the Company will delay, postpone or terminate product and service expansion and curtail certain selling, general and administrative operations. The inability to raise additional financing may have a material adverse effect on the future performance of the Company.
Risks Related to our Operations
Our operating results may fluctuate significantly, which could make our future results difficult to predict and could cause our operating results to fall below expectations.
Our operating results may fluctuate due to a variety of factors, a portion of which are outside of our control. Factors that are difficult to predict and that could cause our operating results to fluctuate include:
•the timing and magnitude of orders, shipments and acceptance of our products, including product returns, order rescheduling and cancellations by our customers;
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•our ability to control the costs of the parts and materials we use or to timely adopt subsequent generations of parts and materials;
•our ability to control the costs of the development, sales and distribution of our products;
•disruption in our supply chains, shipping logistics, component availability and related procurement costs;
•the impact of tariffs or changes in trade policies, which could increase our costs and affect pricing or demand for our products;
•our ability to develop, introduce and distribute new products or product enhancements that meet customer requirements and to effectively manage product transitions;
•our reliance on third-party partners involved in the development and supply of new or existing products;
•disruptions, suspensions, restrictions or other changes affecting our ability to sell, advertise, fulfill orders or receive payments through third-party e-commerce marketplaces;
•changes in the competitive dynamics of our markets, including new entrants, new products, or discounting of product prices;
•our ability to control or mitigate costs, including our operating expenses, to support business growth and our continued expansion;
•our ability to upgrade and develop our systems and infrastructure to accommodate growth;
•the impact of inflation on labor and other costs, other adverse economic conditions including the impact of public health epidemics or pandemics;
•disputes and litigation;
•our ability to attract and retain key personnel in a timely and cost-effective manner;
•information technology related costs, disruptions and hindrances;
•our ability to effectively incorporate artificial intelligence (AI) solutions into our operations, services, and systems;
•future regulation by federal, state or local governments; and
•general economic conditions as well as economic conditions specific to the dietary supplement industry.
Our revenues and operating results are and will remain difficult to forecast due to the foregoing factors as the occurrence of any one of these factors could negatively affect our operating results in any particular quarter.
If we are unable to maintain or develop sales, marketing and distribution capabilities or maintain or develop arrangements with third parties to sell, market and distribute our products, our business may be harmed.
To achieve commercial success for our products, we must sell our product lines and/or technologies at favorable prices. In addition to being expensive, maintaining such a sales force is time-consuming. Qualified direct sales personnel with experience in the dietary supplement industry are in high demand, and there can be no assurance that we will be able to hire or retain an effective direct sales team. Similarly, qualified independent sales representatives both within and outside the United States are in high demand, and we may not be able to build an effective network for the distribution of our product through such representatives. There can be no assurance that we will be able to enter into contracts with representatives on terms acceptable to us. Furthermore, there can be no assurance that we will be able to build an alternate distribution framework should we attempt to do so.
We may also need to contract with third parties in order to market our products. To the extent that we enter into arrangements with third parties to perform marketing and distribution services, our product revenue could be lower and our costs higher than if we directly marketed our products. Furthermore, to the extent that we enter into co-promotion or other marketing and sales arrangements with other companies, any revenue received will depend on the skills and efforts of others, and we do not know whether these efforts will be successful. If we are unable to establish and maintain adequate sales, marketing and distribution capabilities, independently or with others, we will not be able to generate product revenue, and may not become profitable.
A portion of our consumer product sales depends on third-party e-commerce marketplaces and platforms. Our ability to sell products through these channels depends on our continued compliance with marketplace policies, listing requirements, advertising rules, fulfillment standards, intellectual property procedures, customer review practices and other terms and conditions that are established and modified by these marketplaces from time to time. These marketplaces have broad discretion to interpret and enforce their policies and may suspend, restrict or remove our product listings, limit our advertising or promotional activities, change search rankings or product placement, modify fulfillment or fee structures, impose reserves,
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withhold or delay payment of sales proceeds, or take other actions that could adversely affect our sales, cash flows and operating results. Competitors and other third-parties may also challenge our product listings or advertising claims through marketplace complaint, product-compliance or similar procedures, and marketplaces may restrict or remove a listing while such a challenge is being reviewed.
We have experienced, and may in the future experience, interruptions in our ability to sell products through significant third-party online marketplaces, including temporary suspensions or restrictions of product listings. Any such interruption, even if temporary or later resolved, could result in lost sales or a material adverse effect on our business, financial condition, results of operations and cash flows. During the three months ended June 30, 2026, one of our Tru Niagen® product listings was temporarily suspended on a significant third-party e-commerce marketplace through which the product is sold, resulting in lost revenue. Although the listing was subsequently restored, similar suspensions or restrictions could result in additional lost sales, increased costs and diversion of management resources.
Our business could be negatively impacted by cyber security incidents or threats, which could lead to data breaches, material interruptions to our operations, manufacturing or laboratory systems, clinical trials, and IT systems, and violations of statutory and contractual privacy, confidentiality and data security obligations. This could result in significant fines, penalties, litigation, and liabilities, regulatory investigations or lawsuits, including class actions, reputational harm, and loss of revenue, customers or sales.
In the ordinary course of our business, we may collect, process, store and transmit proprietary, confidential and sensitive information, including personal information (including health information), intellectual property, trade secrets, and proprietary business information owned or controlled by us or other parties. We use our data centers and our networks, and those of third parties, to store and access our proprietary business and other sensitive information. We and the third parties upon which we rely may face various cyber security threats, which are prevalent and continue to increase, including, without limitation, cyber security attacks on our information technology infrastructure, attempts by others to gain access to our proprietary or sensitive information, phishing attacks, social engineering and other attacks, including ransomware, supply-chain compromises, criminal or nation-state activity, and emerging attack vectors increasingly enhanced by automation and artificial intelligence. We cannot provide assurance, however, that we will not experience a cybersecurity incident in the future that materially affects us. We rely upon third-party service providers and technologies to operate critical business systems to process confidential and personal information in a variety of contexts, including, without limitation, third-party providers of cloud-based infrastructure, employee email, and other functions. Our ability to monitor these third-party providers’ information security practices is limited, and these third parties may not have adequate information security measures in place. Ransomware attacks, including those from organized criminal threat actors, nation-states and nation-state supported actors, are becoming increasingly prevalent, and these attacks and other security incidents, including those caused by insider threat actors or by employee or contractor misconduct or error, can lead to significant interruptions, delays, or outages in our operations, loss of data, loss of income, significant extra expenses to restore data or systems, reputational loss and the diversion of funds. Similarly, supply-chain attacks have increased in frequency and severity, and we cannot guarantee that third parties and infrastructure in our supply chain or our third-party partners’ supply-chains have not been compromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our information technology systems or the third-party information technology systems that support us and our services. Incidents affecting our third-party service providers, including software supply chain compromises and faulty software updates, could disrupt our operations or compromise our data, and our ability to recover resulting losses from them may be limited. There may be additional cyber security threats as our employees have the ability to work from home, utilizing network connections outside of the Company premises. Any of the previously identified or similar threats could cause a security incident or other interruption and could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to data. A security incident or other interruption could disrupt our ability (and that of third parties upon whom we rely) to provide our products and services. Despite our efforts to identify and remediate vulnerabilities, if any, in our information technology systems (including our products), our efforts may not be successful. Further, we may experience delays in developing and deploying remedial measures designed to address any such identified vulnerabilities.
An actual or perceived cyber security incident could result in disrupted operations, including suspension of our clinical trial activities, lost opportunities, misstated financial data, liability for stolen assets or information, theft of our intellectual property, loss of data and other personally identifiable or sensitive information, increased costs arising from the implementation of additional security protective measures, litigation (including class actions), reputational damage, government enforcement actions that could include investigations, fines, penalties, audits and inspections, additional reporting requirements and/or oversight, temporary or permanent bans on all or some processing of personal data (which could impact clinical trials), interruptions in our operations (including availability of data) financial loss, and other similar harms. Further, individuals,
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clinical trial participants or other relevant stakeholders could sue us for our actual or perceived failure to comply with our security obligations, including, without limitation, in class action litigation. We may expend significant resources, fundamentally change our business activities and practices, or modify our operations, including our clinical trial activities, or information technology in an effort to protect against security incidents and to mitigate, detect, and remediate actual and potential vulnerabilities.
Additionally, some applicable federal, state and foreign laws may require companies to notify individuals, government regulators, including state attorneys general, the U.S. Department of Health and Human Services Office for Civil Rights, credit agencies and the media, of security incidents involving particular personally identifiable information, which could result from incidents experienced by us or by our vendors, contractors, or organizations with which we have relationships. Notifications and follow-up actions related to a security incident are costly, and the disclosures or the failure to comply with such requirements could lead to adverse consequences and could impact our reputation or cause us to incur significant costs, including legal expenses and remediation costs. In addition, SEC rules generally require us to disclose material cybersecurity incidents within four business days after we determine an incident is material. We must make that determination without unreasonable delay after discovery of the incident.
Any remedial costs or other liabilities related to security incidents may not be fully insured or indemnified by other means. Our contracts may not contain limitations of liability; however, even where they do, there can be no assurance that limitations of liability in our contracts are sufficient to protect us from liabilities, damages, or claims related to our data privacy and security obligations. Although we maintain cyber insurance, we cannot be sure that our insurance coverage will be adequate or sufficient to protect us from or to mitigate liabilities arising out of our privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims.
We may need to increase the size of our organization, and we can provide no assurance that we will successfully expand operations or manage growth effectively.
Our increase in the scope and the scale of our product launches, including entrance into new markets, has resulted in significantly higher operating expenses for increased personnel and fees for regulatory approvals, among other expenses. As a result, we anticipate that our operating expenses will continue to increase. Expansion of our operations may also cause a significant demand on our management, finances and other resources. Our ability to manage the anticipated future growth, should it occur, will depend upon a significant expansion of our accounting and other internal management systems and the implementation and subsequent improvement of a variety of systems, procedures and controls. There can be no assurance that significant problems in these areas will not occur. Any failure to expand these areas and implement and improve such systems, procedures and controls in an efficient manner at a pace consistent with our business could have a material adverse effect on our business, financial condition and results of operations. There can be no assurance that our attempts to expand our marketing, sales, manufacturing and customer support efforts will be successful or will result in additional sales or profitability in any future period. As a result of the expansion of our operations and the anticipated increase in our operating expenses, as well as the difficulty in forecasting revenue levels, we expect to continue to experience significant fluctuations in our results of operations.
The insurance industry has previously and may again become more selective in offering some types of coverage and we may not be able to obtain insurance coverage in the future.
The insurance industry has previously experienced periods of increased selectivity in providing certain types of coverage, including product liability, cyber, property, and directors’ and officers’ liability insurance. It is possible that such trends may recur in the future. We currently maintain insurance coverage that aligns with our historical levels and risk management policies. However, we cannot guarantee the availability of comparable insurance coverage on favorable terms, or at all, in the future. Furthermore, some of our customers, as well as prospective customers, stipulate that we maintain specific minimum levels of coverage for our products. Failure to meet these required coverage levels could lead to material changes in business terms or the potential loss of business relationships.
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We depend on key personnel, the loss of any of which could negatively affect our business.
Our business depends greatly on the expertise and contributions of several key individuals, including our senior leadership team and other critical team members and professionals in scientific research and marketing. The development of our products and services and the effective marketing of our offerings necessitate individuals with specialized skills and experience. Moreover, certain positions within our organization, such as those in manufacturing, quality control, safety and compliance, information technology, sales, and e-commerce, are highly technical and require qualified personnel. We operate within highly competitive markets, and the demand for skilled professionals in our industry is high. Competitors, customers, marketing partners, and other companies in our industry also seek these same talented individuals. Therefore, our ability to succeed is intrinsically linked to our capacity to attract and retain skilled personnel, which will necessitate substantial financial resources. There can be no guarantee that we will successfully identify and attract additional qualified employees or retain our existing team members. Any inability to recruit qualified personnel, the loss of key individuals’ services, including our executive officers, or the potential loss of future executive officers or key personnel, may have a material and adverse effect on our business.
We may not be able to monetize our products for use in pharmaceuticals through partnerships, licensing, or other arrangements, and we may not receive regulatory approval to commercialize a pharmaceutical product.
As part of our business strategy, we are pursuing the development of NAD precursors for potential therapeutic applications, including in advanced aging-related and rare diseases, and may develop partnerships or licensing arrangements to monetize our proprietary molecules for pharmaceutical applications. To date, these efforts have been limited to research and development activities, including preclinical and clinical studies and regulatory planning, and we do not currently generate revenue from these activities. Pharmaceutical development is costly, time-consuming and uncertain, and we may incur increasing research and development, clinical, regulatory and other expenses as these activities progress. There is no guarantee that we will be able to successfully advance any product candidate or identify suitable partners, negotiate favorable terms, or successfully execute such partnerships. Even if we enter into agreements with third parties, our ability to generate revenue from these arrangements will depend on various factors, including our partners’ willingness and ability to invest in research, development, and commercialization efforts.
Additionally, the development and commercialization of pharmaceutical products are subject to extensive regulatory requirements, including approval by the U.S. FDA and other global regulatory authorities. If we or our partners are unable to obtain the necessary approvals or face delays in the regulatory process, our ability to generate revenue from pharmaceutical applications of our molecules may be significantly limited.
We may not be successful in acquiring complementary businesses or products on favorable terms or enter into joint venture or similar arrangements.
As part of our business strategy, we intend to consider acquisitions of similar or complementary businesses or products. No assurance can be given that we will be successful in identifying attractive acquisition candidates or completing acquisitions, joint ventures or other arrangements on favorable terms. In addition, any future acquisitions will be accompanied by the risks commonly associated with acquisitions. These risks include potential exposure to unknown liabilities of acquired companies or to acquisition costs and expenses, the difficulty and expense of integrating the operations and personnel of the acquired companies, the potential disruption to the business of the combined company and potential diversion of our management’s time and attention, the impairment of relationships with and the possible loss of key employees and clients as a result of the changes in management, the incurrence of amortization expenses and write-downs and dilution to the shareholders of the combined company if the acquisition is made for stock of the combined company. In addition, successful completion of an acquisition may depend on consents from third parties, including regulatory authorities and private parties, which consents are beyond our control. If we enter into future joint ventures or other collaborative arrangements, disruptions in our relationships with our collaborators could also impact the success of our joint venture, and the anticipated benefits may not materialize. There can be no assurance that products, technologies or businesses of acquired companies will be effectively assimilated into the business or product offerings of the combined company or will have a positive effect on the combined company’s revenues or earnings. Further, the combined company may incur significant expense to complete acquisitions and to support the acquired products and businesses. Any such acquisitions may be funded with cash, debt or equity, which could have the effect of diluting or otherwise adversely affecting the holdings or the rights of our existing stockholders.
If we experience a significant disruption in our information technology systems or if we fail to implement new systems and software successfully, our business could be adversely affected.
We depend on information systems throughout our company, as well as those of our contractors, consultants, vendors and other third parties, to control our manufacturing processes, process orders, manage inventory, process and bill shipments and collect cash from our customers, respond to customer inquiries, contribute to our overall internal control processes, maintain records of
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our property, plant and equipment, and record and pay amounts due vendors and other creditors. If we were to experience a prolonged disruption in our information systems that involve interactions amongst employees as well as with customers and suppliers, it could result in the loss of sales and customers and/or increased costs, which could adversely affect our overall business operation.
We are subject to financial and operating covenants in our business financing agreement with Western Alliance Bank, as amended (Credit Agreement) and any failure to comply with such covenants, or obtain waivers in the event of non-compliance, could limit our borrowing availability under the Credit Agreement, resulting in our being unable to borrow under the Credit Agreement and materially adversely impact our liquidity. In addition, our operations may not provide sufficient cash to meet the repayment obligations of debt incurred under the Credit Agreement.
The Credit Agreement contains affirmative and restrictive covenants, including covenants regarding delivery of financial statements, the amount of cash maintained at Western Alliance Bank, maintenance of inventory, payment of taxes, maintenance of insurance, dispositions of property, business combinations or acquisitions and incurrence of additional indebtedness, and use of cash, among other customary covenants, in each case subject to limited exceptions.
There can be no assurance that we will be able to comply with the financial and other covenants in the Credit Agreement. Our failure to comply with these covenants could cause us to be unable to borrow under the Credit Agreement and may constitute an event of default which, if not cured or waived, could result in the acceleration of the maturity of any indebtedness then outstanding under the Credit Agreement, which would require us to pay all amounts then outstanding. If we are unable to repay those amounts, Western Alliance Bank could proceed against the collateral granted to them to secure that debt, which would seriously harm our business. Such an event could materially adversely affect our financial condition and liquidity. Additionally, such events of non-compliance could impact the terms of any additional borrowings and/or any credit renewal terms. Any failure to comply with such covenants may be a disclosable event and may be perceived negatively. Such perception could adversely affect the market price for our common stock and our ability to obtain financing in the future.
We are subject to potential payment processing risk.
Our customers pay for consumer products using a variety of different payment methods, including credit and debit cards, gift cards and online wallets. Our offerings may be eligible for purchase using health savings account (HSA) or flexible spending account (FSA) funds. We rely on internal systems, as well as those of third parties, to process payment. Acceptance and processing of these payment methods are subject to certain rules and regulations and require the payment of interchange and other fees. We depend on contractors, vendors and other third parties to process HSA/FSA purchases and to make eligibility determinations in accordance with applicable IRS and health insurance plan requirements. To the extent there are disruptions in our payment processing systems, increases in payment processing fees, material changes in the payment ecosystem, such as large re-issuances of payment cards, delays in receiving payments from payment processors, or changes to rules or regulations concerning payment processing or HSA/FSA eligibility, our revenue, operating expenses and results of operations could be adversely impacted. Compliance with the Payment Card Industry Data Security Standard and implementing related procedures, technology and information security measures requires significant resources and ongoing attention, and any security incident involving cardholder data could subject us to significant penalties and liability. We leverage our third-party payment processors to bill customers on our behalf. If these third parties become unwilling or unable to continue processing payments on our behalf, we will have to find alternative methods of collecting payments, which could adversely impact customer acquisition and retention. In addition, from time to time, we encounter fraudulent use of payment methods, which could impact results of operations.
Risks Related to Our Products
We rely on a single supplier, W.R. Grace, for NRCL and a limited number of third-party suppliers for the raw materials required to produce our products. Any failure by or loss of a third-party supplier could result in delays and increased costs, which may adversely affect our business.
Our dependence on a limited number of third-party suppliers or on a single supplier, and the challenges we may face in obtaining adequate supplies of raw materials, including NRCL, involve several risks, including limited control over pricing, availability, quality and delivery schedules. We cannot be certain that our current suppliers will continue to provide us with the quantities of these raw materials that we require or satisfy our anticipated specifications and quality requirements. Any supply interruption in limited or sole sourced raw materials, including supply shortages, supplier production disruptions, quantity issues, or disruption to our suppliers, could materially harm our ability to manufacture our products until a new source of
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supply, if any, could be identified and qualified. Additionally, our suppliers may fail inspection or have other compliance issues with regulatory authorities that, even if unrelated to our supply chain and materials, may impact or cause delays in their ability to deliver agreed upon supplies in a timely manner which can have negative impacts on our business plans. We may be unable to find a sufficient alternative supply channel in a reasonable time or on commercially reasonable terms. Any performance failure on the part of our suppliers could delay the development and commercialization of our products, or interrupt production of then existing products that are already marketed, which would have a material adverse effect on our business. In particular, W.R. Grace & Co.-Conn. (Grace) is our single source for the supply of food-grade NRCL. Our supply of NRCL is subject to periodic renewals and these renewals are not guaranteed. In January 2019, Grace obtained patents related to the crystalline form of NRCL which limit our ability to find alternatives for supply if we are unable to further extend our agreement with Grace. There is no guarantee that we will be able to continue to contract with Grace for the supply of NRCL, or that such terms will be favorable to us.
Failure by outsourcing facilities that produce pharmaceutical-grade Niagen® and related finished products to adequately perform their obligations could harm our business or financial results.
We rely on contract manufacturers to manufacture pharmaceutical-grade Niagen® and 503B outsourcing facilities to compound and distribute pharmaceutical-grade Niagen® into intravenous, injectable and intravenous-push forms and then distribute the same. We do not control or direct the compounding process used by these outsourcing facilities. We rely on those manufacturers and outsourcing facilities for compliance with the applicable regulatory requirements. We have no control over the ability of third parties to maintain adequate quality control, quality assurance and qualified personnel. If the FDA or a comparable international regulatory authority does not approve these facilities for the manufacturing or compounding of these ingredients and products, respectively, or if it withdraws any such approval in the future, we may need to identify alternative manufacturing and compounding facilities, which would significantly impact our ability to meet consumer demand. In addition, our inability to identify or enter into satisfactory arrangements with any such alternative manufacturing and compounding facilities may result in a material adverse effect on our business, financial condition and results of operations. Further, our reliance on third-party manufacturers entails risks, including:
•inability to meet certain product specifications and quality requirements consistently;
•delay or inability to procure or expand sufficient manufacturing capacity;
•issues related to scale-up of manufacturing;
•costs and validation of new equipment and facilities required for scale-up;
•third-party manufacturers may not be able to execute necessary manufacturing procedures and other logistical support requirements appropriately;
•third-party manufacturers may fail to comply with cGMP requirements and other requirements by the FDA or other comparable regulatory authorities;
•inability for us to negotiate manufacturing agreements with third parties under commercially reasonable terms, if at all;
•breach, termination or non-renewal of manufacturing agreements with third parties in a manner or at a time that is costly or damaging to us or the clinics with which we partner;
•third-party manufacturers may not devote sufficient resources to our products;
•we may not own, or may have to share, the intellectual property rights to any improvements made by third-party manufacturers in the manufacturing process;
•operations of third-party manufacturers or our suppliers could be disrupted by conditions unrelated to our business or operations, including the bankruptcy of the manufacturer or supplier; and
•logistics carrier disruptions or increased costs that are beyond our control.
Any adverse developments affecting manufacturing operations may result in lot failures, inventory shortages, shipment delays, product withdrawals or recalls or other interruptions in the supply of these products, which could prevent their delivery to clinics or other third parties administering or distributing pharmaceutical-grade Niagen®. We may also have to write off inventory, incur other charges and expenses to replace ingredients or dietary supplements that fail to meet specifications, undertake costly remediation efforts, or seek more costly manufacturing alternatives.
Any of these events could impact our ability to successfully commercialize any future products. Some of these events could be the basis for FDA action, including injunction, request for recall, seizure, total or partial suspension of production, or issuance of a Form 483 or Warning Letter.
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Any failure by clinics, healthcare providers, pharmacies, and other third parties administering Niagen Plus products could adversely affect our brand and reputation.
Although we are independent from the clinics that administer Niagen Plus products, which feature pharmaceutical-grade Niagen®, our brand may be negatively affected by issues arising at the clinic level. We advertise locations where consumers can receive Niagen Plus products, which may create an association between our brand and the services provided by these third-party clinics. We have limited control over the prices charged by clinics or other third-parties for Niagen Plus products and related services, and efforts to restructure our commercial arrangements may not enable us to achieve desired pricing or consumer accessibility.
If clinics, healthcare providers, pharmacies or other third parties administering Niagen Plus products fail to adhere to proper medical protocols, engage in misleading marketing practices, or face regulatory scrutiny, our brand reputation could suffer, even if we are not directly responsible for their actions. Additionally, any adverse events or negative customer experiences at these clinics could erode consumer trust in our products and impact demand. While we seek to partner with reputable clinics, healthcare providers, pharmacies and other third parties, we cannot control their operations, including their pricing practices, and any issues arising from their activities could have a material adverse effect on our business and reputation.
Unfavorable publicity or consumer perception of our products and any similar products distributed by other companies could have a material adverse effect on our business.
We believe the dietary supplement and intravenous therapies market are highly dependent upon consumer perception regarding the safety, efficacy and quality of dietary supplements generally, as well as of products distributed specifically by us. Consumer perception of our products can be significantly influenced by scientific research or findings, regulatory investigations, litigation, national media attention, social media and other publicity regarding the consumption of dietary supplements. We cannot assure you that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favorable to the dietary supplement market or any product, or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favorable than, or that question, such earlier research reports, findings or publicity could have a material adverse effect on the demand for our products and consequently on our business, results of operations, financial condition and cash flows. Challenges to, or adverse determinations regarding, the substantiation or presentation of our advertising and marketing claims, including by self-regulatory organizations, competitors, marketplaces or plaintiffs, could require us to modify or discontinue claims, result in restrictions on the sale or promotion of our products, expose us to litigation or regulatory scrutiny and adversely affect consumer perception and demand.
Our dependence upon consumer perceptions means that adverse scientific research reports, findings, regulatory proceedings, litigation, media attention or other publicity, if accurate or with merit, could have a material adverse effect on the demand for our products, the availability and pricing of our ingredients, and our business, results of operations, financial condition and cash flows. For example, negative publicity or consumer concerns regarding competitors’ products — such as NMN or similar ingredients — could reduce consumer confidence in dietary supplements generally or in products within the same category, which could in turn adversely affect demand of our products. Further, adverse public reports or other media attention regarding the safety, efficacy and quality of dietary supplements in general, or our products specifically, or associating the consumption of dietary supplements with illness, could have such a material adverse effect. Even media attention that is immaterial or inaccurate can have an impact on our sales or financial results if widely disseminated to our customers. Any such adverse public reports or other media attention could arise even if the adverse effects associated with such products resulted from consumers’ failure to consume such products appropriately or as directed and the content of such public reports and other media attention may be beyond our control.
We may incur material product liability claims or class action litigation, which could increase our costs and adversely affect our reputation, revenues and operating income.
As a consumer product and ingredient supplier we market and manufacture products designed for human and animal consumption. We are subject to product liability claims if the use of our products is alleged to have resulted in injury. Our products include ingredients classified as dietary supplements, or natural health products, and, in most cases, are not subject to pre-market regulatory approval in the United States. Previously unknown adverse reactions resulting from human consumption of these ingredients could occur. In addition, the products we sell are produced by third-party manufacturers and outsourcing facilities. As a marketer of products manufactured by third parties, we also may be liable for various product liability claims for products we do not manufacture. We may also be subject to claims arising from products prescribed, compounded, dispensed, sold or administered by independent healthcare providers, pharmacies, clinics or other third parties, particularly where such products bear our name or branding, even if the alleged injury results from conduct or services that we do not control. We have, and may in the future, be subject to various class action lawsuits and product liability claims, including, among others, that our
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products include inadequate instructions for use or inadequate warnings concerning possible side effects and interactions with other substances. A product liability claim or class action litigation against us could result in increased costs and could adversely affect our reputation with our customers, which, in turn, could have a materially adverse effect on our business, results of operations, financial condition and cash flows.
We utilize ingredients and components for our products from foreign suppliers, and may be negatively affected by the risks associated with international trade and importation issues.
The key ingredient in our products, Niagen®, is manufactured in the United States, however, we utilize ingredients and components for a number of our products from suppliers outside of the United States. Accordingly, the acquisition of these ingredients is subject to the risks generally associated with importing raw materials, including, among other factors, delays in shipments, changes in economic and political conditions, supply chain disruptions, quality assurance, health epidemics affecting the region of such suppliers, global instability, nonconformity to specifications or laws and regulations, tariffs, trade and/or labor disputes and foreign currency fluctuations. While we have a supplier certification program and audit and inspect our suppliers’ facilities as necessary both in the United States and internationally, we cannot assure you that raw materials received from suppliers outside of the United States will conform to all specifications, laws and regulations. There have in the past been quality and safety issues in our industry with certain items imported from overseas. We may incur additional expenses and experience shipment delays due to preventative measures adopted by the U.S. governments, our suppliers and our company.
We may experience delays in the development of, or may never develop, any additional products to commercialize.
We have invested a substantial amount of our time and resources in developing various new products. Commercialization of these products will require additional development, clinical evaluation, regulatory approval, significant marketing efforts and substantial additional investment before they can provide us with any revenue. Despite our efforts, these products may not become commercially successful products for a number of reasons, including but not limited to:
•we may not be able to obtain or maintain regulatory approvals for our products, or the approved indication may be narrower than we seek;
•our products may not prove to be safe and effective in clinical trials;
•we may experience delays in our development program and our pharmaceutical-development efforts, which are at an early stage, may not progress beyond research and development, preclinical or clinical studies or regulatory planning;
•we may rely on third-parties to develop and produce our products, which could lead to increased costs, unanticipated delays, or other negative impacts, and we may be unable to identify or enter into suitable strategic collaborations or licensing agreements;
•any products that are approved may not be accepted in the marketplace;
•we may not be able to partner with clinics willing to distribute our products;
•prescriptions for our pharmaceutical-grade products, which require a prescription, may not be available;
•we may not have adequate financial or other resources to complete the development or to commence the commercialization of our products or may not have adequate financial or other resources to achieve significant commercialization of our products;
•we may not be able to manufacture any of our products in commercial quantities or at an acceptable cost;
•rapid technological change may make our products obsolete;
•we may be unable to effectively protect our intellectual property rights or we may become subject to claims that our activities have infringed the intellectual property rights of others; and
•we may be unable to obtain or defend patent rights for our products.
We may not be able to partner with others for technological capabilities and new products and services.
Our ability to remain competitive may depend, in part, on our ability to continue to seek partners that can offer technological improvements and improve existing products and services that are offered to our customers. We are committed to attempting to keep pace with technological change, to stay abreast of technology changes and to look for partners that will develop new products and services for our customer base. We cannot assure prospective or existing investors that we will be successful in finding partners or be able to continue to incorporate new developments in technology, to improve existing products and services, or to develop successful new products and services, nor can we be certain that newly developed products and services
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will perform satisfactorily or be widely accepted in the marketplace or that the costs involved in these efforts will not be substantial.
If we fail to maintain adequate quality standards for our products and services, our business may be adversely affected and our reputation harmed.
Dietary supplement, nutraceutical, food and beverage, functional food, analytical laboratories, pharmaceutical and cosmetic customers are often subject to rigorous quality standards to obtain and maintain regulatory approval of their products and the manufacturing processes that generate them. A failure to maintain, or, in some instances, upgrade our quality standards to meet our customers’ needs, could cause damage to our reputation and potentially result in substantial sales losses.
We have experienced, and may in the future experience, product recalls, which could cause us to incur significant and unexpected costs, and adversely affect our business reputation.
We have been, and may in the future be, exposed to product recalls and adverse public relations if our products are alleged to be mislabeled or to cause injury or illness, or if we are alleged to have violated governmental regulations. For example, in December 2025, a retail partner in Asia initiated a recall and withdrawal from sale of certain units of our Tru Niagen® Immune Daily Defense product in Hong Kong and Singapore, asserting that the product contained more than the labeled amount of Vitamin D3. The matter resulted in a commercial dispute with the retail partner, the withholding and subsequent collection of receivables, the return of unsold inventory and ongoing obligations to provide replacement products. Any future product recall could result in substantial and unexpected expenditures, which would reduce operating profit and cash flow, and could require significant management attention. Product recalls may also harm the value of our brands, reduce demand for our products, and lead to increased scrutiny of our operations by federal, state or international regulatory agencies and increased litigation, any of which could have a material adverse effect on our business, results of operations, financial condition and cash flows.
Demand for our products and services is subject to the commercial success of our customers’ products, which may vary for reasons outside our control.
Even if we are successful in securing utilization of our products in a customer’s manufacturing process, sales of many of our products and services remain dependent on the timing and volume of the customer’s production, over which we have no control. The demand for our products depends on regulatory approvals and/or notifications and frequently depends on the commercial success of the customer’s supported product. Regulatory processes are complex, lengthy, expensive, and can often take years to complete.
Risks Related to our Intellectual Property
Our ability to protect our intellectual property and proprietary technology through patents and other means is uncertain and may be inadequate, which may have a material and adverse effect on us.
Our success depends significantly on our ability to protect our proprietary rights to the technologies used in our products. We rely on patent protection, as well as a combination of copyright, trade secret and trademark laws and nondisclosure, confidentiality and other contractual restrictions to protect our proprietary technology, including our licensed technology. However, these legal means afford only limited protection and may not adequately protect our rights or permit us to gain or keep any competitive advantage. For example, our pending United States and foreign patent applications may not issue as patents in a form that will be advantageous to us or may issue and be subsequently successfully challenged by others and invalidated. In addition, our pending patent applications include claims to material aspects of our products and procedures that are not currently protected by issued patents. Both the patent application process and the process of managing patent disputes can be time consuming and expensive. Competitors may be able to design around our patents or develop products which provide outcomes which are comparable or even superior to ours. Steps that we have taken to protect our intellectual property and proprietary technology, including entering into confidentiality agreements and intellectual property assignment agreements with some of our officers, employees, consultants and advisors, may not provide us with meaningful protection for our trade secrets or other proprietary information in the event of unauthorized use or disclosure or other breaches of the agreements. Furthermore, the laws of foreign countries may not protect our intellectual property rights to the same extent as do the laws of the United States. Additionally, our patent portfolio may protect both existing and potential commercial opportunities, even if we do not currently commercialize products covered by those patents. If we are unable to successfully enforce such patents, we may lose competitive or potential future commercialization opportunities.
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In the event a competitor infringes our licensed or pending patent or other intellectual property rights, enforcing those rights may be costly, uncertain, difficult and time consuming. Even if successful, litigation to enforce our intellectual property rights or to defend our patents against challenge could be expensive and time consuming and could divert our management’s attention. In particular, in our patent litigation with Elysium Health, Inc. and Elysium Health LLC (collectively, “Elysium”), the district court awarded Elysium approximately $9.2 million in attorneys’ fees and costs. Although the U.S. Court of Appeals for the Federal Circuit reversed that award on October 30, 2026, Elysium may seek further review of the decision, and an adverse final outcome may have an adverse effect on our financial condition. We may not have sufficient resources to enforce our intellectual property rights or to defend our patent rights against a challenge. The failure to obtain patents and/or protect our intellectual property rights could have a material and adverse effect on our business, results of operations and financial condition.
Our patents and licenses may be subject to challenge on validity grounds, and our patent applications may be rejected.
We rely on our patents, patent applications, licenses and other intellectual property rights to give us a competitive advantage. Whether a patent is valid, or whether a patent application should be granted, is a complex matter of science and law, and therefore we cannot be certain that, if challenged, our patents, patent applications and/or other intellectual property rights would be upheld nor can we be certain we will prevail in an appeal. If one or more of those patents, patent applications, licenses and other intellectual property rights are invalidated, rejected or found unenforceable and we are unable to reverse that finding through an appeal, that could reduce or eliminate any competitive advantage we might otherwise have had.
We may become subject to claims of infringement or misappropriation of the intellectual property rights of others, which could prohibit us from developing our products, require us to obtain licenses from third parties or to develop non-infringing alternatives and subject us to substantial monetary damages.
Third parties could, in the future, assert infringement or misappropriation claims against us with respect to products we develop. Whether a product infringes a patent or misappropriates other intellectual property involves complex legal and factual issues, the determination of which is often uncertain. Therefore, we cannot be certain that we have not infringed the intellectual property rights of others. There may be third-party patents or patent applications with claims to materials, formulations, methods of manufacture or methods for use related to the use or manufacture of our products, and our potential competitors may assert that some aspect of our product infringes their patents. Because patent applications may take years to issue, there also may be applications now pending of which we are unaware that may later result in issued patents upon which our products could infringe. There also may be existing patents or pending patent applications of which we are unaware upon which our products may inadvertently infringe.
Any infringement or misappropriation claim could cause us to incur significant costs, place significant strain on our financial resources, divert management’s attention from our business and harm our reputation. If the relevant patents in such claim were upheld as valid and enforceable and we were found to infringe them, we could be prohibited from manufacturing or selling any product that is found to infringe unless we could obtain licenses to use the technology covered by the patent or are able to design around the patent. We may be unable to obtain such a license on terms acceptable to us, if at all, and we may not be able to redesign our products to avoid infringement, which could materially impact our revenue. A court could also order us to pay compensatory damages for such infringement, plus prejudgment interest and could, in addition, treble the compensatory damages and award attorney fees. These damages could be substantial and could harm our reputation, business, financial condition and operating results. A court also could enter orders that temporarily, preliminarily or permanently enjoin us and our customers from making, using, or selling products, and could enter an order mandating that we undertake certain remedial activities. Depending on the nature of the relief ordered by the court, we could become liable for additional damages to third parties.
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The prosecution and enforcement of patents licensed to us by third parties are not within our control. Without these technologies, our products may not be successful and our business would be harmed if the patents were infringed on or misappropriated without action by such third parties.
We have obtained licenses from third parties for patents and patent application rights related to ingredients and/or the products we are developing, allowing us to use intellectual property rights owned by or licensed to these third parties. We do not control the maintenance, prosecution, enforcement or strategy for many of these patents or patent application rights and as such are dependent in part on the owners of the intellectual property rights to maintain their viability. If any third-party licensor is unable to successfully maintain, prosecute or enforce the licensed patents and/or patent application rights related to our products, we may become subject to infringement or misappropriation claims or lose our competitive advantage. Without access to these technologies or suitable design-around or alternative technology options, our ability to conduct our business could be impaired significantly.
We may be subject to damages resulting from claims that we, our employees, or our independent contractors have wrongfully used or disclosed alleged trade secrets of others.
Some of our employees were previously employed at other dietary supplement, nutraceutical, food and beverage, functional food, analytical laboratories, pharmaceutical and cosmetic companies. We may also hire additional employees who are currently employed at other such companies, including our competitors. Additionally, consultants or other independent agents with which we may contract may be or have been in a contractual arrangement with one or more of our competitors. We may be subject to claims that these employees or independent contractors have used or disclosed such other party’s trade secrets or other proprietary information. Litigation may be necessary to defend against these claims. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to our management. If we fail to defend such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. A loss of key personnel or their work product could hamper or prevent our ability to market existing or new products, which could severely harm our business.
Risks Related to Regulatory Approval of Our Products and Other Government Regulations
Changes in government regulation, priorities or practices relating to the pharmaceutical, dietary supplement, food and cosmetic industry could affect our ability to comply with certain regulations and the demand for our products and services.
Governmental agencies throughout the world, including in the United States, strictly regulate the pharmaceutical, dietary supplement, food and cosmetic industries. Changes in regulation or regulatory priorities, such as a relaxation in regulatory requirements or the introduction of simplified drug approval procedures, or an increase in regulatory requirements that we may have difficulty satisfying or that make our services less competitive, could eliminate or substantially reduce the demand for our services or adversely impact our ability to comply with the new regulations. For example, recent FDA decisions, including the determination that NMN may be lawfully marketed as a dietary ingredient, if not overturned or superseded, may reflect a relaxation of prior regulatory positions and could result in additional competition or reduced demand for our products and services. Other recent FDA proposed rules relating to GRAS notification requirements for certain uses of conventional foods could impact timelines for commercialization of new dietary ingredients and formulations. Further, ongoing federal legislation proposals remain active with respect to dietary supplements, which could impact competition in a manner impacting revenue if passed. Also, if the government makes efforts to contain drug costs and pharmaceutical and biotechnology company profits from new drugs, or if health insurers were to change their practices with respect to reimbursements for pharmaceutical products, our customers may spend less, or reduce their spending on research and development. For example, recent executive orders and related initiatives have advanced “most-favored nation” pricing policies for certain drug and pharmaceutical manufacturers, including through manufacturer agreements and Medicare and Medicaid drug pricing models, although the ultimate scope and impact of these policies remain uncertain.
Compliance with stringent and changing global privacy and data security laws and regulations may increase our operating costs, expose us to liability, and restrict our ability to collect, use, transfer, and otherwise process data critical to our business. Any actual or perceived failure to comply could materially adversely affect our business, financial condition, or operations.
We process personal information and other sensitive information (including proprietary and confidential business information, trade secrets, intellectual property, patient and clinical trial data, genetic and health-related data, and sensitive third-party information) to operate our business. Accordingly, we are, or may become, subject to numerous federal, state, local, and foreign
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privacy and data security laws, regulations, guidance and industry standards as well as contracts and other obligations that apply to the processing of personal data by us and on our behalf. The legal framework for the processing of information worldwide is dynamic and complex, and we expect additional changes in laws, regulations, and regulatory interpretations. Our efforts to comply with data privacy and cybersecurity laws are likely to impose additional costs on us, and we cannot predict whether the interpretations of the requirements, or changes in our practices in response to new requirements or interpretations of the requirements, could have a material adverse effect on our business.
We are subject to stringent and evolving global data protection laws, including the European Union’s General Data Protection Regulation (GDPR) and the United Kingdom’s GDPR (UK GDPR), which impose significant obligations and restrictions on the processing and cross-border transfer of personal data and may result in increased compliance costs, regulatory scrutiny, and liability. Following the United Kingdom’s withdrawal from the EEA and the EU, we also have to comply with the UK-specific requirements related to data protection, including with respect to the transfer of personal data outside of the UK, which increases our regulatory compliance burden. Legal developments in Europe have increased the complexity and uncertainty regarding transfers of personal data from the European Economic Area (“EEA”) and the UK to the United States. Although we use recognized transfer mechanisms, evolving regulatory guidance or enforcement actions could restrict or prohibit certain transfers and necessitate localized data processing at significant expense.
In the United States, a number of states have enacted comprehensive consumer privacy laws. Additional data privacy and security laws have been proposed at the federal, state, and local levels, which could further complicate compliance efforts and increase the risk of enforcement action against us because we may become subject to additional obligations, and the number of individuals or entities that can initiate actions against us may increase (including individuals, via a private right of action, and state actors).
Our use of personal information , including health-related information and clinical trial data, in connection with data analytics and emerging technologies, including artificial intelligence, may be subject to additional privacy constraints, including requirements relating to lawful bases for processing, transparency obligations, limitations on secondary uses, including uses beyond the scope of the consents obtained from consumers or clinical trial participants, and automated decision-making oversight. Regulators in multiple jurisdictions have implemented or are considering new privacy and AI-specific legal frameworks, and any failure or perceived failure by us to comply with such requirements could lead to regulatory investigations, enforcement actions, fines, or restrictions on data use. We may also face enforcement risk where our partners, vendors, or service providers leverage AI in ways that involve personal data, even if we do not control the underlying technology.
Our use of artificial intelligence technologies, and their use by third parties on which we rely, may expose us to privacy, data security, regulatory and reputational risks and may not produce the benefits we expect.
We use, and may increasingly use, artificial intelligence, machine learning, generative artificial intelligence and other automated technologies (collectively, “AI technologies”) in our business, including in marketing and content creation, customer service, data analysis, research and development, and internal operations, and third-party vendors and service providers on which we rely may incorporate AI technologies into the products and services they provide to us. AI technologies may produce inaccurate, incomplete, misleading or biased outputs. If we use AI technologies in research and development, including to analyze clinical or scientific data, inaccurate or unreliable outputs could compromise the integrity of our research and our ability to substantiate product claims or support regulatory submissions. If advertising, marketing or other content created with AI technologies by us or by third parties acting on our behalf includes inaccurate, unsubstantiated or non-compliant claims regarding our products, including claims regarding their health benefits or efficacy, we could be subject to regulatory investigations and enforcement actions by the FTC, the FDA or state authorities, as well as litigation and reputational harm.
AI technologies may also increase our data security risks. Our use of AI technologies, including through third-party AI platforms, may involve the processing of personal information, including consumer health data, clinical trial data, and of confidential or proprietary information, including research data and trade secrets. Such information could be used or disclosed in ways inconsistent with our privacy notices, contractual obligations or applicable law, including through employees’ use of unapproved AI tools or by third-party providers whose practices and security measures we have limited ability to control, and AI technologies may be vulnerable to security incidents or manipulation. Any misuse, improper disclosure of, or unauthorized access to, such information could result in security incidents, contractual breaches, litigation and reputational harm. Privacy and data protection requirements that may apply to our use of personal information in connection with AI technologies are described in the risk factor above titled “Compliance with stringent and changing global privacy and data security laws and regulations may increase our operating costs, expose us to liability, and restrict our ability to collect, use, transfer, and
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otherwise process data critical to our business.” Existing consumer protection, advertising and other laws may also be applied to AI technologies in new ways, and laws and regulations specifically governing AI and automated decision-making are evolving, either of which, could increase our costs or limit our ability to use AI technologies. In addition, if our AI initiatives do not perform as expected, or if our competitors adopt AI technologies more effectively than we do, our business, financial condition and results of operations could be adversely affected.
Our advertising, marketing and sales practices are subject to regulation by the FTC and state authorities, and any actual or alleged failure to comply could result in enforcement actions, litigation, restrictions on our marketing and harm to our reputation.
The advertising, promotion and sale of our products, including our Tru Niagen® dietary supplements, our Tru Niagen® Skincare products and our Niagen® ingredients, are subject to regulation by the FTC under Section 5 of the Federal Trade Commission Act, which prohibits unfair or deceptive acts or practices, as well as by state attorneys general and other state and local authorities under comparable consumer protection laws. The FTC requires that health-related claims be supported by competent and reliable scientific evidence, and FTC guidance states that such substantiation generally should consist of randomized, controlled human clinical trials. The FTC and state authorities may disagree with our interpretation of the scientific evidence supporting our claims, may conclude that the studies we rely on do not adequately support a particular claim or product formulation, or may change their substantiation expectations over time. Claims made in connection with our topical skincare products are also subject to regulatory limits on the types of benefits that may be claimed for cosmetic products. We market our products through a variety of channels, including our websites, social media, third-party e-commerce marketplaces, retail and distribution partners, and endorsements by athletes, healthcare professionals, influencers and other brand partners, including in connection with our "Don't Get Old. Age Better®" campaign. FTC rules and guides governing endorsements, testimonials and consumer reviews require, among other things, clear disclosure of material connections between us and our endorsers, that endorsements reflect the honest opinions and actual experience of the endorser, and that we not make claims through endorsers that we could not substantiate directly. We may be held responsible for statements made by our endorsers and other third parties who promote our products, even if we do not control the content of those statements. In addition, our subscription and automatic-renewal offerings are subject to federal and state laws governing disclosure, consent and cancellation, including state automatic renewal laws such as California's, and these requirements have changed and may continue to change. If the FTC, a state attorney general or another authority determines that our advertising, marketing, endorsement or subscription practices are deceptive, unfair or otherwise noncompliant, we could be subject to investigations, civil penalties, consumer redress, injunctions or consent orders that impose ongoing compliance obligations, including stricter substantiation requirements for future claims. Challenges to our claims may also be brought by competitors, through self-regulatory bodies such as the National Advertising Division of BBB National Programs, through marketplace complaint procedures, or by private plaintiffs under consumer protection laws. We are currently defending putative consumer class actions alleging that certain advertising and marketing claims relating to Tru Niagen® were false or misleading. See Note 8, Commitments and Contingencies, Contingencies in the Notes to the Unaudited Condensed Consolidated Financial Statements, included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Regulatory actions, self-regulatory proceedings and private litigation regarding our claims, whether or not meritorious, could require us to modify or discontinue claims, revise our marketing programs or endorsement arrangements, incur significant legal costs, pay damages or penalties, and divert management attention, and could adversely affect consumer perception of and demand for our products and our business, financial condition, results of operations and cash flows.
We are subject to regulation by various federal, state, local and foreign agencies that require us to comply with a wide variety of laws and regulations, including those regarding the manufacture of products, advertising and product label claims, the distribution of our products and environmental matters. Failure to comply with these laws and regulations could subject us to fines, penalties and additional costs.
Some of our operations are subject to regulation by various United States federal agencies and similar state and international agencies, including the Department of Commerce, the FDA, the FTC, the Department of Transportation and the Department of Agriculture, the California State Board of Pharmacy and the U.S. Environmental Protection Agency. These laws and regulations govern a wide variety of product activities, from design and development to labeling, manufacturing, handling, sales, distribution of products, and promoting and advertising products. If we fail to comply with any of these laws or regulations, we may be subject to fines or penalties, have to recall products and/or cease their manufacture and distribution, which would increase our costs and reduce our sales. We rely on outsourcing facilities for compounding our pharmaceutical-grade Niagen® ingredient. The bulk drug substances must appear on the FDA’s “interim” list of bulk substances that may be used in compounding under Section 503B which are those bulk drug substances for which the FDA has determined there is a clinical need. If certain conditions are met, the FDA will exercise enforcement discretion concerning use of “interim” Category 1 substances pending evaluation of the substances for inclusion on the FDA’s final list of bulk drug substances for which there
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is a clinical need. If the substances used in manufacturing and compounding our products are removed from this interim list or if the FDA determines not to place NRCL on the final list of bulk drug substances for which there is a clinical need, it may subject us and our third-party partners to additional regulatory scrutiny. Changes in FDA policies governing compounded drugs, or enforcement actions involving our compounding partners, could restrict the availability or distribution of our products or increase compliance costs.
We are pursuing an investigational new drug (IND) application with the FDA with respect to the potential for one of our patented NAD precursors to be used as a treatment for Ataxia-Telangiectasia (A-T), a rare disease with less than 200,000 cases diagnosed in the U.S. per year. We have obtained Orphan Drug Designation (ODD) and Rare Pediatric Disease (RPD) designation from the FDA for NRCL, and RPD designation from the FDA and Orphan Medicinal Product Designation (OMPD) in the European Union for NB4168, for the treatment of A-T. There is no guarantee that our IND application will be successful, or that we will be able to successfully commence or complete clinical trials or obtain FDA approval for the use of our patented NAD precursor as a treatment for AT. Any delay or failure in advancing the development of our patented NAD precursor as a potential treatment for AT could result in additional costs, and we may not recover the expenses incurred or realize any commercial benefit from these efforts.
We are also subject to various federal, state, local and international laws and regulations that govern the handling, storage, transportation, disposal, manufacture, use and sale of substances that are or could be classified as toxic or hazardous substances. Some risk of contamination or injury from toxic or hazardous substances is inherent in our operations and the products we manufacture, sell, or distribute, for which we could be held liable. In addition, we may incur substantial costs to comply with current or future environmental, health and safety laws and regulations. Current or future environmental, health and safety laws and regulations may impair our research, development or production efforts. In addition, failure to comply with these laws and regulations may result in fines and penalties, product recalls or the imposition of restrictions on our ability to carry on with or expand a portion or all of our operations, which could materially adversely affect our business, financial condition or results of operations.
Government regulations of our customers’ business are extensive and are constantly changing. Changes in these regulations can significantly affect customer demand for our products and services.
The process by which our customers’ industries are regulated is controlled by government agencies and depending on the market segment can be very expensive, time consuming, and uncertain. Changes in regulations or the enforcement practices of current regulations could have a negative impact on our customers and, in turn, our business. The FDA has broad authority to enforce provisions of federal law and related regulations, including cGMPs, and other regulations that will likely affect many of our customers. The FDA’s discretionary enforcement authority may have a material impact on our results of operations, as lack of enforcement or an interpretation of the regulations that lessens the burden of compliance for the dietary supplement marketplace may cause a reduced demand for our products and services.
Changes in government regulation related to regulatory approvals to market and sell our goods could adversely affect our ability to generate revenues.
The industries within which we operate are subject to stringent and constantly evolving regulations by a wide range of authorities worldwide. We believe our products are following all applicable regulations in those jurisdictions within which they are sold or marketed. We cannot predict how regulations will evolve or what new requirements may arise in the future and, if so, whether or how such changes may affect any products that we are developing or may attempt to develop. Depending on how regulations evolve, our goods may be suspended or may not be able to be marketed and sold in the United States or in other markets until we have achieved appropriate regulatory compliance, as implemented by the FDA or other regulatory body. In certain markets and product categories, regulatory approval is a prerequisite for marketing and selling our products. These markets and categories may require adherence to specific regulatory standards, and any failure to obtain or maintain necessary approvals or changes in requirements in these regions could adversely impact our ability to sell our goods there. Satisfaction of regulatory requirements may take many years, is dependent upon the type, complexity and novelty of the product or service and would require the expenditure of substantial resources.
If regulatory clearance of a good that we propose to market and sell is granted, this clearance may be limited to those particular countries, states and conditions for which the good is demonstrated to be safe and effective, which could limit our ability to generate revenue. We cannot ensure that any good that we develop will meet all of the applicable regulatory requirements needed to receive marketing clearance. Failure to obtain regulatory approval will prevent commercialization of our goods where such clearance is necessary. There can be no assurance that we will obtain regulatory approval of our proposed goods that may require it.
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Risks Related to the Securities Markets and Ownership of our Equity Securities
The market price of our common stock may be volatile and adversely affected by several factors.
The market price of our common stock could fluctuate significantly in response to various factors and events, including, but not limited to:
•our ability to develop and commercialize our products;
•our ability to integrate operations, technology, products and services;
•our ability to execute our business plan;
•our operating results falling below expectations;
•our issuance of additional securities, including debt or equity or a combination thereof;
•announcements of technological innovations or new products by us or our competitors;
•acceptance of and demand for our products by consumers;
•media coverage or social media attention regarding our industry or us;
•litigation, arbitration, or other adverse non-judicial proceedings;
•disputes with or our inability to collect from significant customers;
•loss of any strategic relationship;
•industry developments, including, without limitation, changes in healthcare policies or practices;
•economic and other external factors, including effects of inflationary pressures or higher interest rates;
•reductions in purchases from our large customers;
•sales of our common stock by us, our insiders or other stockholders;
•short positions, hedging, or other transactions in our securities;
•period-to-period fluctuations in our financial results; and
•whether an active trading market in our common stock develops and is maintained.
In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.
We have not paid cash dividends in the past and do not expect to pay cash dividends in the foreseeable future. Any return on investment may be limited to the value of our common stock.
We have never paid cash dividends on our capital stock and do not anticipate paying cash dividends on our capital stock in the foreseeable future. The payment of dividends on our capital stock will depend on our earnings, financial condition and other business and economic factors affecting us at such time as the board of directors may consider relevant. Our board has approved a stock repurchase program under which we may repurchase shares of our common stock, depending on our financial condition and the price of our common stock, but there is no guarantee that we will purchase additional shares in the future under this program, or the amounts we may repurchase, if any. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if the common stock price appreciates.
We have a significant number of outstanding options, unvested restricted stock units and unvested market performance stock units. Future sales of these shares could adversely affect the market price of our common stock.
As of September 30, 2026, we had outstanding options for an aggregate of approximately 9.8 million shares of common stock at a weighted average exercise price of $3.83 per share and unvested restricted stock units and market performance stock units of approximately 0.1 million shares and 1.5 million shares, respectively.
Once these awards vest and in the case of stock options, once they are exercised, the resulting shares may be sold in the public market, subject to compliance with our insider trading policies and any applicable requirements under our equity incentive plans. While these policies and plans impose certain restrictions on the timing and method of sale, they generally permit holders to sell shares in the open market.
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If our stock price increases, additional outstanding options may become in-the-money, which could result in increased option exercises and subsequent sales of shares. Sales of a significant number of shares, or the perception that such sales may occur, could adversely affect the market price of our common stock.
Our ability to use our net operating loss (NOL) carryforwards and certain other tax attributes may be limited.
Our federal net operating losses (NOLs) generated in taxable years beginning on or prior to December 31, 2017 could expire unused. Under current law, federal NOLs incurred in taxable years beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such federal NOLs in tax years beginning after December 31, 2017, is limited to 80% of taxable income. It is uncertain if and to what extent various states will conform to federal tax laws. In addition, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes (such as research tax credits) to offset its post-change income or taxes may be limited. We may experience ownership changes in the future as a result of subsequent shifts in our stock ownership, some of which may be outside of our control. As a result, if we earn net taxable income, our ability to use our pre-ownership change NOL carryforwards to offset U.S. federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us. In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.
Our bylaws, as amended (Bylaws) provide that the Court of Chancery of the State of Delaware is the exclusive forum for certain disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Our Bylaws provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers to our company or our stockholders, (iii) any action asserting a claim against our company arising pursuant to any provision of the Delaware General Corporation Law or our amended and restated certificate of incorporation or Bylaws, or (iv) any action asserting a claim against our company governed by the internal affairs doctrine.
This choice of forum provision may limit a stockholder’s ability to bring certain claims in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. While the Delaware courts have determined that such choice of forum provisions are facially valid and several state trial courts have enforced such provisions, there is no guarantee that courts of appeal will affirm the enforceability of such provisions and a stockholder may nevertheless seek to bring a claim in a venue other than that designated in the exclusive forum provision. If a court were to find this choice of forum provision to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.
General Risks
We may become involved in securities class action litigation that could divert management’s attention and harm our business.
The stock market has experienced extreme price and volume fluctuations. These fluctuations have often been unrelated or disproportionate to the operating performance of the companies involved. If these fluctuations occur in the future, the market price of our shares could fall regardless of our operating performance. In the past, following periods of volatility in the market price of a particular company’s securities, securities class action litigation has often been brought against that company. If the market price or volume of our shares suffers extreme fluctuations, then we may become involved in this type of litigation, which would be expensive and divert management’s attention and resources from managing our business.
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As a public company, we may also from time to time make forward-looking statements about future operating results and provide some financial guidance to the public markets. Projections may not be made in a timely manner, or we might fail to reach expected performance levels and could materially affect the price of our shares. Any failure to meet published forward-looking statements that adversely affect the stock price could result in losses to investors, stockholder lawsuits or other litigation, sanctions or restrictions issued by the Securities and Exchange Commission.
Our failure to establish and maintain effective internal control over financial reporting could result in material misstatements in our financial statements, our failure to meet our reporting obligations and cause investors to lose confidence in our reported financial information, which in turn could cause the trading price of our common stock to decline.
Maintaining effective internal control over financial reporting is necessary for us to produce reliable and timely financial statements and disclosures. If we identify material weaknesses in our internal controls and/or fail to establish and maintain effective controls and procedures and internal control over financial reporting, it could result in material misstatements in our financial statements and/or a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and the trading price of our common stock.
Environmental, social and governance matters may impact our business and reputation.
Companies across many industries are facing increased scrutiny, including by consumers, investors, employees and other stakeholders, as well as by governmental and non-governmental organizations surrounding environmental, social and governance (ESG) practices. This increased scrutiny and changing expectations with respect to the Company’s ESG practices as well as new laws and regulations may result in additional costs or risks. The State of California passed the Climate Corporate Data Accountability Act and the Climate-Related Financial Risk Act that, if not overturned or amended, will impose broad climate-related disclosure obligations on certain companies doing business in California, starting in 2026. While we are not currently subject to these disclosure requirements, if we become subject to them in the future they could result in additional compliance costs and risks. New laws and regulations or more stringent interpretations of existing laws and regulations, such as those related to climate change, could affect the operation of our properties or result in significant additional expense and restrictions on our business operations. If we are unable to satisfy such new criteria, investors may conclude that our policies with respect to environmental, social, or corporate responsibility are inadequate. We risk damage to our brand and reputation in the event that our ESG procedures or standards do not meet or are perceived to not meet the standards set by various constituencies, which could lead to the loss of existing or potential customers and reduced sales.
Developing and achieving ESG initiatives may result in increased costs in our supply chain, fulfillment, and/or corporate business operations, and could deviate from our initial estimates and have a material adverse effect on our business and financial condition. Investor advocacy groups, certain institutional investors, investment funds and other influential investors have been increasingly focused on ESG practices and in recent years have placed increasing importance on the non-financial impacts of their investments. Topics taken into account in such assessments include, among others, the company’s efforts and impacts on climate change and human rights, ethics and compliance with law and the role of the Company’s board of directors in supervising various sustainability issues. If we do not achieve publicly announced ESG goals or our competitors’ ESG performance metrics are perceived to be more favorable than ours, our reputation may be harmed, and potential or current investors may elect to invest with our competitors instead. Also in recent years, “anti-ESG” sentiment has gained momentum across the U.S., with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives, and the President having issued executive orders opposing diversity, equity and inclusion (“DEI”) initiatives in the private sector. Institutional investors and proxy advisory firms have also updated their guidelines and expectations with respect to ESG and DEI initiatives. Such anti-ESG and anti-DEI-related policies, legislation, initiatives, litigation, and scrutiny could result in us facing additional compliance obligations, becoming the subject of investigations and enforcement actions, or sustaining reputational harm, which could adversely impact our financial condition and results of operations. In light of investors’ and other stakeholders’ increased focus on ESG matters, there can be no certainty that we will manage such issues successfully, or that we will meet our investors’ ESG expectations, which continue to evolve, and we may incur additional costs and our brand’s ability to attract and retain qualified employees and business may be harmed.
Changes in tax laws or regulations that are applied adversely to us or our customers may have a material adverse effect on our business, cash flow, financial condition or results of operations.
New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, which could adversely affect our business operations and financial performance. Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us. For example, the Trump administration and
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Congress have proposed various U.S. federal tax law changes, which if enacted could have a material impact on our business, cash flows, financial condition or results of operations. In addition, it is uncertain if and to what extent various states will conform to federal tax laws. Future tax reform legislation could have a material impact on the value of our deferred tax assets, could result in significant one-time charges, and could increase our future U.S. tax expense.
We have a limited operating history in China and our ability to develop successful channels in China will be subject to certain legal, political, economic and social uncertainties.
We intend to seek partners and paths to expand our operations in China, but there is no guarantee that we will be able to do so. Our ability to pursue successful expansion in China is subject to general, as well as industry-specific, economic, political and legal developments and risks in China, including the need to obtain and maintain required regulatory approvals. For example, certain products may require Blue Hat Registration or other regulatory authorizations, and there can be no assurance that we will be able to obtain such approvals in a timely manner, or at all. Failure to obtain required registrations or approvals could limit or prevent our ability to market and sell our products in China.
The Chinese government exercises significant control over the Chinese economy, including but not limited to, controlling capital investments, allocating resources, setting monetary policy, controlling and monitoring foreign exchange rates, implementing and overseeing tax regulations, providing preferential treatment to certain industry segments or companies and issuing necessary licenses to conduct business.
Our operations, whether through a new joint venture or otherwise, will be subject to laws and regulations applicable to foreign investment in China. There are uncertainties regarding the interpretation and enforcement of laws, rules and policies in China. Because many laws and regulations are relatively new, the interpretations of many laws, regulations and rules are not always uniform. Moreover, the interpretation of statutes and regulations may be subject to government policies reflecting domestic political agendas. Enforcement of existing laws or contracts based on existing law may be uncertain and sporadic. As a result of the foregoing, it may be difficult for us to obtain swift or equitable enforcement of laws ostensibly designed to protect companies like ours, which could have a material adverse effect on our business and results of operations.
Our shares of common stock may be thinly traded, so you may be unable to sell at or near ask prices or at all.
We cannot predict the extent to which an active public market for our common stock will develop or be sustained. This situation may be attributable to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community who generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we have become more seasoned and viable. As a consequence, there may be periods of several days or weeks when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot assure you that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained or not diminish.
Stockholders may experience significant dilution if future equity offerings are used to fund operations or acquire complementary businesses.
If future operations or acquisitions are financed through the issuance of additional equity securities, stockholders could experience significant dilution. Securities issued in connection with future financing activities or potential acquisitions may have rights and preferences senior to the rights and preferences of our common stock. In addition, the issuance of shares of our common stock upon the exercise of outstanding options or warrants may result in dilution to our stockholders.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
On November 6, 2025, our board of directors approved a share repurchase program (the “Share Repurchase Program”) authorizing the Company to repurchase up to $10.0 million of its outstanding common stock. On March 17, 2026, our board approved an increase in the authorization under the Company’s Share Repurchase Program up to $20.0 million. The Share Repurchase Program permits the Company to purchase shares from time to time through a variety of methods, including in the open market, through privately negotiated transactions, or other means as determined by our management, in accordance with applicable securities laws. As part of the Share Repurchase Program, the Company may enter into a pre-arranged stock repurchase plan, which operates in accordance with guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Accordingly, any transactions under such stock repurchase plan would be completed in accordance with the terms of the plan, including specified price, volume, and timing conditions. The Share Repurchase Program expires October 31, 2027, and may be modified, suspended, or discontinued at any time. During the three months ended September 30, 2026, the Company did not repurchase any shares of common stock under the Share Repurchase Program.
A summary of the repurchase activity during the three months ended September 30, 2026 is as follows:
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of the Publicly Announced Plans or Programs | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| July 1 - September 30, 2026 | — | — | $ | 14,628,000 | ||||||||||||||||||||||
| Total | — | — | ||||||||||||||||||||||||
Item 5. Other Information
During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f), adopted terminated
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Item 6. Exhibits
| Incorporated by Reference | ||||||||||||||||||||||||||||||||||||||
| Exhibit No. | Description | Form | File Number | Exhibit | Filing Date | Filed or Furnished Herewith | ||||||||||||||||||||||||||||||||
| 3.1 | 10-K | 001-37752 | 3.1 | 3/15/2018 | ||||||||||||||||||||||||||||||||||
| 3.2 | 8-K | 001-37752 | 3.1 | 3/19/2025 | ||||||||||||||||||||||||||||||||||
| 3.3 | 8-K | 001-37752 | 3.2 | 3/19/2025 | ||||||||||||||||||||||||||||||||||
| X | ||||||||||||||||||||||||||||||||||||||
| X | ||||||||||||||||||||||||||||||||||||||
| X | ||||||||||||||||||||||||||||||||||||||
| 101.INS | Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |||||||||||||||||||||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||||||||||||||||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||||||||||||||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||||||||||||||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||||||||||||||||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||||||||||||||||||||||||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| NIAGEN BIOSCIENCE, INC. | ||||||||
| Date: November 4, 2026 | /s/ OZAN PAMIR | |||||||
| Ozan Pamir | ||||||||
| Chief Financial Officer | ||||||||
| (principal financial officer and duly authorized on behalf of the registrant) | ||||||||
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EXHIBIT 31.1
Certification of the Chief Executive Officer
Pursuant to
Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Robert N. Fried, certify that:
1.I have reviewed this Quarterly Report on Form 10−Q of Niagen Bioscience, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a−15(e) and 15d−15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: November 4, 2026 | /s/ ROBERT N. FRIED | ||||
| Robert N. Fried | |||||
| Chief Executive Officer | |||||
EXHIBIT 31.2
Certification of the Chief Financial Officer
Pursuant to
Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Ozan Pamir, certify that:
1.I have reviewed this Quarterly Report on Form 10−Q of Niagen Bioscience, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a−15(e) and 15d−15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: November 4, 2026 | /s/ OZAN PAMIR | ||||
| Ozan Pamir | |||||
| Chief Financial Officer | |||||
EXHIBIT 32.1
Certification Pursuant to 18 U.S.C. Section 1350
(as adopted pursuant to Section 906 of the Sarbanes−Oxley Act of 2002)
In connection with this Quarterly Report of Niagen Bioscience, Inc. (the “Company”) on Form 10−Q for the quarter ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Robert N. Fried, Chief Executive Officer of the Company, and Ozan Pamir, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes−Oxley Act of 2002, that, to our knowledge:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: November 4, 2026 | /s/ ROBERT N. FRIED | ||||
| Robert N. Fried | |||||
| Chief Executive Officer | |||||
| /s/ OZAN PAMIR | |||||
| Ozan Pamir | |||||
| Chief Financial Officer | |||||
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.