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What changed in Niagen Bioscience, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Niagen Bioscience, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+353 added−369 removedSource: 10-K (2026-03-04) vs 10-K (2025-03-04)

Top changes in Niagen Bioscience, Inc.'s 2025 10-K

353 paragraphs added · 369 removed · 235 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

56 edited+36 added−51 removed18 unchanged
Biggest changeThe following table sets forth our existing patents and those to which we have licensed rights: Patent Number Title Filling Date Issued Date Expires Licensor 7,776,326 Methods and compositions for treating neuropathies 6/3/2005 8/17/2010 6/24/2026 Licensed from Washington University 8,106,184 Nicotinyl Riboside Compositions and Methods of Use 11/17/2006 1/31/2012 9/20/2027 Licensed from Cornell University 8,114,626 Yeast strain and method for using the same to produce Nicotinamide Riboside 3/26/2009 2/14/2012 1/5/2026 Licensed from Dartmouth College 8,889,126 Methods and compositions for treating neuropathies 5/28/2010 11/18/2014 6/3/2025 Licensed from Washington University 9,000,147 Nicotyl riboside compositions and methods of use 1/17/2012 4/7/2015 11/17/2026 Licensed from Cornell University 9,295,688 Methods and compositions for treating neuropathies 10/10/2014 3/29/2016 6/3/2025 Licensed from Washington University 9,321,797 Nicotyl riboside compositions and methods of use 11/17/2014 4/26/2016 11/17/2026 Licensed from Cornell University 9,975,915 Crystalline forms of nicotinoyl ribosides, modified derivatives thereof, and phosphorylated analogs thereof, and methods of preparation thereof 11/10/2017 5/22/2018 11/10/2037 Co-owned with The Queen’s University of Belfast and exclusively licensed by ChromaDex 10,000,519 Methods of Preparing Nicotinamide Riboside and Derivatives Thereof 7/24/2014 6/19/2018 7/24/2034 Licensed from The Queen’s University of Belfast 10,000,520 B-vitamin and amino acid conjugates of nicotinoyl ribosides and reduced nicotinoyl ribosides, derivatives thereof, and methods of preparation thereof 3/16/2017 6/19/2018 3/16/2037 Co-owned with The Queen’s University of Belfast and exclusively licensed by ChromaDex 10,183,036 Use of nicotinic acid riboside or nicotinamide riboside derivatives, and reduced derivatives thereof, as NAD+ increasing precursors 4/20/2017 1/22/2019 4/20/2037 Owned by ChromaDex 10,280,190 Nicotinic acid riboside or nicotinamide riboside compositions, reduced derivatives thereof, and the use thereof to enhance skin permeation in treating skin conditions 3/16/2016 5/7/2019 5/31/2036 Co-owned with The Queen’s University of Belfast and exclusively licensed by ChromaDex 10,688,118 Nicotinamide riboside compositions for topical use in treating skin conditions 10/30/2014 6/23/2020 4/6/2035 Owned by ChromaDex 10,689,411 Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof 11/10/2017 6/23/2020 11/10/2037 Co-owned with The Queen’s University of Belfast and exclusively licensed by ChromaDex 10,815,262 Methods of preparing nicotinamide riboside and derivatives thereof 2/27/2018 10/27/2020 7/24/2034 Licensed from The Queen’s University of Belfast 10,857,172 Use of nicotinamide riboside, nicotinic acid riboside, and nicotinamide mononucleotide, reduced nicotinyl compounds, and nicotinoyl compound derivatives in infant formula for healthy development 4/14/2017 12/8/2020 4/14/2037 Owned by ChromaDex 10,934,322 B-vitamin and amino acid conjugates of nicotinoyl ribosides and reduced nicotinoyl ribosides, derivatives thereof, and methods of preparation thereof 5/11/2018 3/2/2021 3/16/2037 Co-owned with The Queen’s University of Belfast and exclusively licensed by ChromaDex 11,033,568 Nicotinamide riboside compositions for topical use in treating skin conditions 6/3/2020 6/15/2021 10/30/2034 Owned by ChromaDex 9 Table of Contents Patent Number Title Filling Date Issued Date Expires Licensor 11,071,747 Use of NAD precursors for breast enhancement 11/29/2017 7/27/2021 11/29/2037 Licensed from University of Iowa 11,214,589 Crystalline forms of nicotinoyl ribosides and derivatives thereof, and methods of preparation thereof 12/10/2019 1/4/2022 8/16/2040 Owned by ChromaDex 11,242,364 Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof 5/18/2021 2/8/2022 11/10/2037 Co-owned with The Queen’s University of Belfast and exclusively licensed by ChromaDex 11,274,117 Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof 4/30/2021 3/15/2022 11/10/2037 Co-owned with The Queen’s University of Belfast and exclusively licensed by ChromaDex 11,345,720 Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof 12/15/2021 5/31/2022 11/10/2037 Co-owned with The Queen’s University of Belfast and exclusively licensed by ChromaDex 11,524,022 Use of nicotinamide riboside, nicotinic acid riboside, and nicotinamide mononucleotide, reduced nicotinyl compounds, and nicotinoyl compound derivatives in infant formula for healthy development 4/14/2017 12/13/2022 4/14/2037 Owned by ChromaDex 11,571,413 Nicotinamide riboside treatments of domesticated meat animals 6/26/2020 2/7/2023 9/27/2039 Licensed from Kansas State University 11,584,770 Methods of preparing nicotinamide riboside and derivatives thereof 5/4/2022 2/21/2023 7/24/2034 Licensed from Queen’s University Belfast 11,633,421 Use of NAD precursors for improving maternal health and/or offspring health 11/29/2017 4/25/2023 6/19/2039 Licensed from University of Iowa 11,746,123 Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof 6/22/2020 9/05/2023 11/10/2037 Co-owned with The Queen’s University of Belfast and exclusively licensed by ChromaDex 11,981,698 Methods of Preparing reduced Nicotinamide Riboside and Derivatives Thereof 5/4/2022 5/14/2024 7/24/2034 Licensed from The Queen’s University of Belfast 12,195,494 Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof 8/24/2023 1/14/2025 11/10/2037 Co-owned with The Queen’s University of Belfast and exclusively licensed by ChromaDex 10 Table of Contents Manufacturing, Sources and Availability of Raw Materials Our finished consumer products are manufactured by third-party FDA-regulated contract manufacturers in the United States, complemented by the global sourcing of raw materials.
Biggest changeThe following table sets forth our existing patents and those to which we have licensed rights: Patent Number Title Filling Date Issued Date Expires Licensor 8,106,184 Nicotinyl Riboside Compositions and Methods of Use 11/17/2006 1/31/2012 9/20/2027 Licensed from Cornell University 9,000,147 Nicotyl riboside compositions and methods of use 1/17/2012 4/7/2015 11/17/2026 Licensed from Cornell University 9,321,797 Nicotyl riboside compositions and methods of use 11/17/2014 4/26/2016 11/17/2026 Licensed from Cornell University 9,975,915 Crystalline forms of nicotinoyl ribosides, modified derivatives thereof, and phosphorylated analogs thereof, and methods of preparation thereof 11/10/2017 5/22/2018 11/10/2037 Owned by Niagen Bioscience 10,000,519 Methods of Preparing Nicotinamide Riboside and Derivatives Thereof 7/24/2014 6/19/2018 7/24/2034 Owned by Niagen Bioscience 10,000,520 B-vitamin and amino acid conjugates of nicotinoyl ribosides and reduced nicotinoyl ribosides, derivatives thereof, and methods of preparation thereof 3/16/2017 6/19/2018 3/16/2037 Owned by Niagen Bioscience 10,183,036 Use of nicotinic acid riboside or nicotinamide riboside derivatives, and reduced derivatives thereof, as NAD+ increasing precursors 4/20/2017 1/22/2019 4/20/2037 Owned by Niagen Bioscience 10,280,190 Nicotinic acid riboside or nicotinamide riboside compositions, reduced derivatives thereof, and the use thereof to enhance skin permeation in treating skin conditions 3/16/2016 5/7/2019 5/31/2036 Owned by Niagen Bioscience 10,688,118 Nicotinamide riboside compositions for topical use in treating skin conditions 10/30/2014 6/23/2020 4/6/2035 Owned by Niagen Bioscience 10,689,411 Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof 11/10/2017 6/23/2020 11/10/2037 Owned by Niagen Bioscience 10,815,262 Methods of preparing nicotinamide riboside and derivatives thereof 2/27/2018 10/27/2020 7/24/2034 Owned by Niagen Bioscience 10,857,172 Use of nicotinamide riboside, nicotinic acid riboside, and nicotinamide mononucleotide, reduced nicotinyl compounds, and nicotinoyl compound derivatives in infant formula for healthy development 4/14/2017 12/8/2020 4/14/2037 Owned by Niagen Bioscience 10,934,322 B-vitamin and amino acid conjugates of nicotinoyl ribosides and reduced nicotinoyl ribosides, derivatives thereof, and methods of preparation thereof 5/11/2018 3/2/2021 3/16/2037 Owned by Niagen Bioscience 11,033,568 Nicotinamide riboside compositions for topical use in treating skin conditions 6/3/2020 6/15/2021 10/30/2034 Owned by Niagen Bioscience 11,071,747 Use of NAD precursors for breast enhancement 11/29/2017 7/27/2021 11/29/2037 Licensed from University of Iowa 11,214,589 Crystalline forms of nicotinoyl ribosides and derivatives thereof, and methods of preparation thereof 12/10/2019 1/4/2022 8/16/2040 Owned by Niagen Bioscience 9 Table of Contents Patent Number Title Filling Date Issued Date Expires Licensor 11,242,364 Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof 5/18/2021 2/8/2022 11/10/2037 Owned by Niagen Bioscience 11,274,117 Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof 4/30/2021 3/15/2022 11/10/2037 Owned by Niagen Bioscience 11,345,720 Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof 12/15/2021 5/31/2022 11/10/2037 Owned by Niagen Bioscience 11,524,022 Use of nicotinamide riboside, nicotinic acid riboside, and nicotinamide mononucleotide, reduced nicotinyl compounds, and nicotinoyl compound derivatives in infant formula for healthy development 4/14/2017 12/13/2022 4/14/2037 Owned by Niagen Bioscience 11,571,413 Nicotinamide riboside treatments of domesticated meat animals 6/26/2020 2/7/2023 9/27/2039 Licensed from Kansas State University 11,584,770 Methods of preparing nicotinamide riboside and derivatives thereof 5/4/2022 2/21/2023 7/24/2034 Owned by Niagen Bioscience 11,633,421 Use of NAD precursors for improving maternal health and/or offspring health 11/29/2017 4/25/2023 6/19/2039 Licensed from University of Iowa 11,746,123 Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof 6/22/2020 9/05/2023 11/10/2037 Owned by Niagen Bioscience 11,981,698 Methods of Preparing reduced Nicotinamide Riboside and Derivatives Thereof 5/4/2022 5/14/2024 7/24/2034 Owned by Niagen Bioscience 12,195,494 Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof 8/24/2023 1/14/2025 11/10/2037 Owned by Niagen Bioscience 12,252,506 Methods of Preparing reduced Nicotinamide Riboside and Derivatives Thereof 4/26/2023 3/18/2025 7/24/2034 Owned by Niagen Bioscience 12,433,908 Use of nicotinamide riboside, nicotinic acid riboside, and nicotinamide mononucleotide, reduced nicotinyl compounds, and nicotinoyl compound derivatives in infant formula for healthy development 11/30/2022 10/7/2025 4/14/2037 Owned by Niagen Bioscience 12,485,134 Use of nicotinamide riboside, nicotinic acid riboside, reduced nicotinyl riboside compounds, and nicotinyl riboside compound derivatives in formulations 2/21/2020 12/2/2025 10/8/2041 Owned by Niagen Bioscience 10 Table of Contents Manufacturing, Sources and Availability of Raw Materials Our finished consumer products are manufactured by third-party, FDA-registered contract manufacturers located in the United States.
In addition, the outcome of any litigation, investigations or enforcement actions initiated by state or federal authorities could result in required changes to our operations and increased compliance costs. U.S. FDA Regulation In the U.S., dietary supplements and food are subject to FDA regulations under the Federal Food, Drug and Cosmetic Act (FDCA).
In addition, the outcome of any litigation, investigations or enforcement actions initiated by state or federal authorities could result in required changes to our operations and increased compliance costs. FDA Regulation In the U.S., dietary supplements and food are subject to FDA regulations under the Federal Food, Drug and Cosmetic Act (FDCA).
Customers worldwide in the dietary supplement, food and beverage, cosmetic, pharmaceutical, and life sciences industries utilize our products, which are small quantities of highly-characterized, phytochemicals, natural products and plant-based materials, to ensure the quality of their raw materials and finished products. We also provide research services for customers exploring the frontier of natural product research and development.
Customers worldwide in the dietary supplement, food and beverage, cosmetic, pharmaceutical, and life sciences industries utilize our products, which are small quantities of highly-characterized, phytochemicals, natural products and plant-based materials, to ensure the quality of their raw materials and finished products. We also provide research services for customers exploring natural product research and development.
In particular, one aspect of the framework established by DSHEA provides that so-called “third-party literature”, for example a reprint of a peer-reviewed scientific publication linking a particular nutritional ingredient with health benefits, may be used in connection with the sale of a nutritional supplement to consumers without the literature being subject to regulation as labeling.
In particular, one aspect of the framework established by DSHEA provides that so-called “third-party literature,” for example a reprint of a peer-reviewed scientific publication linking a particular nutritional ingredient with health benefits, may be used in connection with the sale of a nutritional supplement to consumers without the literature being subject to regulation as labeling.
Research and Development The ChromaDex External Research Program (CERP®) is an essential component of our research and development platform. CERP® was established to advance the science of nicotinamide riboside chloride and other ChromaDex products. We value and encourage strong scientific rigor behind our products and have cultivated relationships with academic institutions in pursuit of this.
Research and Development The ChromaDex External Research Program (CERP®) is an essential component of our research and development platform. CERP® was established to advance the science of nicotinamide riboside chloride and other Niagen Bioscience products. We value and encourage strong scientific rigor behind our products and have cultivated relationships with academic institutions in pursuit of this.
To date, 38 peer-reviewed human clinical trials have been published on our proprietary ingredient Niagen® demonstrating its safety and/or efficacy. No adverse effects have been attributed to Niagen® in any of the published clinical trials. In both 2015 and 2018, food-grade Niagen® was successfully notified to the FDA as an NDI.
To date, 41 peer-reviewed human clinical trials have been published on our proprietary ingredient Niagen® demonstrating its safety and/or efficacy. No adverse effects have been attributed to Niagen® in any of the published clinical trials. In both 2015 and 2018, food-grade Niagen® was successfully notified to the FDA as an NDI.
To date, over 450 peer-reviewed studies have been published on the science behind NRC, including its NAD+ boosting properties, and there are over 500 published human clinical studies on NAD+ and its impact on health. CERP® has produced more than 40% of all peer-reviewed NRC-focused publications and 75% of the peer-reviewed clinical NRC publications so far.
To date, over 500 peer-reviewed studies have been published on the science behind NRC, including its NAD+ boosting properties, and there are over 525 published human clinical studies on NAD+ and its impact on health. CERP® has produced more than 40% of all peer-reviewed NRC-focused publications and 75% of the peer-reviewed clinical NRC publications so far.
You may also find on our website at www.chromadex.com , electronic copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.
You may also find on our website at www.niagenbioscience.com , electronic copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.
Regulation in other markets we operate in or seek to operate in, including Canada, Japan, Brazil, China, Turkey and Australia all maintain and enforce a clear regulatory framework for novel ingredients and dietary supplements (or their equivalent). 8 Table of Contents Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, Including Duration We currently protect our intellectual property through patents, trademarks, designs and copyrights on our products and services.
Regulation in other markets we operate in or seek to operate in, including Canada, Japan, Brazil, China, Turkey and Australia all maintain and enforce a clear regulatory framework for novel ingredients and dietary supplements (or their equivalent). 8 Table of Contents Patents, Trademarks, Licenses, or Royalty Agreements, Including Duration We currently protect our intellectual property through patents, trademarks, designs and copyrights on our products and services.
We cannot predict whether or when potential legislation or regulations will be enacted, and, if enacted, the effect of such legislation, regulation, implementation, or any implemented regulations or supervisory policies would have on our financial condition or results of operations.
We cannot predict whether or when potential legislation or regulations will be enacted, and, if enacted, the effect that such legislation, regulation, implementation, or supervisory policies would have on our financial condition or results of operations.
Thus far, CERP® has achieved over 275 research partnership agreements with leading universities and research institutions around the world including the National Institutes of Health, Cornell, Dartmouth, Harvard, Massachusetts Institute of Technology, University of Cambridge, the Mayo Clinic, Chiba University and Sun Yat-sen University. Additional relationships are currently being developed.
Thus far, CERP® has entered into over 300 research partnership agreements with leading universities and research institutions around the world including the National Institutes of Health, Cornell, Dartmouth, Harvard, Massachusetts Institute of Technology, University of Cambridge, the Mayo Clinic, Chiba University and Sun Yat-sen University. Additional relationships are currently being developed.
Information found on, or accessible through, our website is not a part of, and is not incorporated into, this Annual Report on Form 10-K. 12 Table of Contents
Information found on, or accessible through, our website is not a part of, and is not incorporated into, this Annual Report on Form 10-K.
For the years ended December 31, 2024 and 2023, these expenses totaled approximately $3.0 million and $2.5 million, respectively. We do not anticipate incurring significant additional expense in our compliance with federal, state and local environmental laws and regulations.
For the years ended December 31, 2025 and 2024, these expenses totaled approximately $3.4 million and $3.0 million, respectively. We do not anticipate incurring significant additional expense in our compliance with federal, state and local environmental laws and regulations.
On March 12, 2017, ChromaDex Corporation acquired Healthspan Research LLC, a consumer product company offering Tru Niagen® branded products. This marked the strategic shift to become a global bioscience company dedicated to healthy aging. On January 15, 2021, Healthspan Research LLC was dissolved. Prior to its dissolution, Healthspan Research, LLC contributed its assets and liabilities to ChromaDex, Inc.
On March 12, 2017, ChromaDex Corporation acquired Healthspan Research LLC, a consumer product company offering Tru Niagen® branded products. This marked the strategic shift to become a global bioscience company dedicated to healthy aging. On January 15, 2021, Healthspan Research LLC was dissolved.
Pharmaceutical-grade Niagen® is authorized by the FDA for use in compounding by 503B outsourcing facilities. 3 Table of Contents Our mission is to identify, acquire, and commercialize innovative proprietary ingredients and technologies to drive growth and deliver value. With an experienced team, we have the expertise to guide innovative ingredients and technologies from early-stage development through commercialization.
Pharmaceutical-grade Niagen® is manufactured for use by U.S. FDA-registered 503B outsourcing facilities in compounding activities. Our mission is to identify, acquire, and commercialize innovative proprietary ingredients and technologies to drive growth and deliver value. With an experienced team, we have the expertise to guide innovative ingredients and technologies from early-stage development through commercialization.
Company Overview ChromaDex is a global bioscience company dedicated to healthy aging. Our team, which includes world-renowned scientists, is pioneering research on nicotinamide adenine dinucleotide (NAD+), an essential coenzyme that is a key regulator of cellular metabolism and is found in every cell of the human body.
Company Overview We are a global bioscience company dedicated to promoting healthy aging. Our team, which includes world-renowned scientists, is pioneering research on nicotinamide adenine dinucleotide (NAD+), an essential coenzyme that regulates cellular metabolism and is present in every cell of the human body.
Item 1. Business Unless otherwise indicated or the context otherwise requires, references to the Company, ChromaDex, we, us and our refer to ChromaDex Corporation and its consolidated subsidiaries.
Item 1. Business Unless otherwise indicated or the context otherwise requires, references to the Company, Niagen Bioscience, we, us and our refer to Niagen Bioscience, Inc. and its consolidated subsidiaries.
Food-grade Niagen® has also been approved for inclusion in medical foods by both the Brazilian Health Regulatory Agency (ANVISA) and the Food Standards Australia New Zealand (FSANZ). Clinical studies of oral, food-grade Niagen® have demonstrated a variety of outcomes including increased NAD+ levels, altered body composition, increased cellular metabolism and increased energy production.
Food-grade Niagen® has also been approved for inclusion in medical foods by the Brazilian Health Regulatory Agency (ANVISA) and Food Standards Australia New Zealand (FSANZ). Clinical studies of oral Niagen® have shown outcomes including increased NAD+ levels, improved cellular metabolism, and enhanced energy production.
According to data from Grand View Research, the global dietary supplements market size was estimated at $178 billion in 2023, and is expected to grow at a compound annual growth rate of 9.1% from 2024 to 2030 and the intravenous hydration therapy market size was estimated at $2 billion in 2022, and is expected to grow at a compound annual growth rate of 8.0% from 2023 to 2030.
According to data from Grand View Research, the global dietary supplements market size was estimated at $193 billion in 2024, and is expected to grow at a compound annual growth rate of 8.9% from 2025 to 2033 and the intravenous hydration therapy market size was estimated at $3 billion in 2024, and is expected to grow at a compound annual growth rate of 9.0% from 2025 to 2033.
Moreover, any written or verbal representation by us that would associate a nutrient in a product that we sell with an effect on a disease will be deemed evidence of intent to sell the product as an unapproved new drug, a violation of the FDCA.
Moreover, any written or verbal representation by us that would associate a nutrient in a product that we sell with an effect on a disease will be deemed evidence of intent to sell the product as an unapproved new drug, a violation of the FDCA. We are committed to meeting or exceeding all relevant FDA regulations under the FDCA. U.S.
Subsequent to the signing of the Merger Agreement, Cody merged with and into a Delaware corporation. On June 20, 2008, Cody amended its articles of incorporation to change its name to ChromaDex Corporation.
Subsequent to the signing of the Merger Agreement, Cody merged with and into a Delaware corporation. On June 20, 2008, Cody amended its articles of incorporation to change its name to ChromaDex Corporation. On April 25, 2016, ChromaDex Corporation became listed on the Nasdaq Capital Market (Nasdaq).
In 2023, our net sales grew by 16%, followed by a 19% increase in 2024. Over the period from 2020 to 2024, we had a compound annual growth rate of 14%. For the years ended December 31, 2024 and 2023, our net sales were approximately $99.6 million and $83.6 million, respectively.
In 2024, our net sales grew by 19%, followed by a 30% increase in 2025. Over the period from 2021 to 2025, we had a compound annual growth rate of 18%. For the years ended December 31, 2025 and 2024, our net sales were approximately $129.4 million and $99.6 million, respectively.
Through our ChromaDex External Research Program (CERP™), we have amassed more than 275 research partnerships with leading universities and research institutions around the world including the National Institutes of Health, Cornell, Dartmouth, Harvard, Massachusetts Institute of Technology, University of Cambridge, the Mayo Clinic, Chiba University and Sun Yat-sen University.
Through our ChromaDex External Research Program (CERP®), we have built more than 300 research collaborations with leading universities and research institutions, including the National Institutes of Health, Cornell, Dartmouth, Harvard, MIT, University of Cambridge, the Mayo Clinic, Chiba University, and Sun Yat-sen University.
We are at the forefront of exploring effective methods to increase NAD+ levels and support healthy aging. In 2013, we commercialized food-grade Niagen®, a proprietary form of nicotinamide riboside chloride (NRC), a novel form of vitamin B3, as both a dietary and food ingredient.
We are at the forefront of developing and commercializing effective methods to support NAD+ levels and promote healthy aging. In 2013, we commercialized food-grade Niagen®, a proprietary form of nicotinamide riboside chloride (“NRC” or “NRCL,” commonly referred to as “NR”), a novel form of vitamin B3, as both a dietary and food ingredient.
In 2023, the personal care and beauty market was approximately $1,213 billion, healthy eating, nutrition and weight loss was approximately $1,096 billion, traditional and complementary medicine market was approximately $553 billion and the spa market, which includes IV drips, was approximately $137 billion.
In 2024, the personal care and beauty market was approximately $1,350 billion, healthy eating, nutrition and weight loss was approximately $1,148 billion, traditional and complementary medicine market was approximately $606 billion and the spa market, which includes IV drips, was approximately $157 billion.
We have used and, to a limited extent, continue to use intellectual property harnessed from our analytical reference standards and services segment to create new proprietary ingredients to our customers. We aim to develop these proprietary ingredients ourselves and grant licenses to external companies for their commercialization.
We have used and, to a limited extent, continue to use intellectual property to create new proprietary ingredients. We aim to develop and commercialize these proprietary ingredients ourselves as well as grant licenses to external companies for their commercialization.
These areas of study include understanding NAD+’s role in Alzheimer’s disease, Parkinson’s disease, neuropathy, sarcopenia, liver disease and heart failure. 2 Table of Contents We are among the world leaders in the emerging NAD+ space.
These areas of study include, but not limited to, understanding NAD+’s role in rare diseases such as Ataxia-Telangiectasia, neurodegenerative diseases, neuropathy, sarcopenia, liver disease and heart failure. 2 Table of Contents We are among the world leaders in the emerging NAD+ space.
Research and development expense for the years ended December 31, 2024 and 2023 was approximately $6.0 million and $5.0 million, respectively. Competitive Business Conditions The health and wellness, anti-aging and dietary supplement industries are highly competitive, and we have competitors that offer products similar to our products.
Research and development expense for the years ended December 31, 2025 and 2024 was approximately $6.3 million and $6.0 million, respectively. Competitive Business Conditions The health and wellness, anti-aging and dietary supplement industries are highly competitive, and we face competition from companies that offer products similar to our products, including companies with greater financial, marketing and human resources.
The following table summarizes total net sales for each of our business segments in the last two years. Please refer to Item 8 Financial Statements and Supplementary Data of this Form 10-K for additional financial information about each of our business segments.
Please refer to Item 8 Financial Statements and Supplementary Data of this Form 10-K for additional financial information about each of our business segments.
The Global Wellness Institute projects the overall wellness economy to grow approximately 7.3% annually, or 42% in total, from 2023 to 2028.
The Global Wellness Institute projects the overall wellness economy to grow approximately 7.6% annually, or 44% in total, from 2024 to 2029.
We may be subject to regulation under various state and local laws that include provisions governing, among other things, the formulation, manufacturing, packaging, labeling, advertising and distribution of dietary supplements, foods, cosmetics and over-the-counter drugs.
These enforcement actions have often resulted in consent decrees and the payment of civil penalties, restitution, or both, by the companies involved. We may be subject to regulation under various state and local laws that include provisions governing, among other things, the formulation, manufacturing, packaging, labeling, advertising and distribution of dietary supplements, foods, cosmetics and over-the-counter drugs.
Food and Drug Administration’s (FDA) new dietary ingredient (NDI) notification program, it has been successfully notified to the FDA as generally recognized as safe (GRAS), and has been approved by Health Canada, the European Commission, the Turkish Ministry of Agriculture and the Therapeutic Goods Administration (TGA) of Australia.
Food-grade Niagen® has twice been successfully reviewed under the FDA’s new dietary ingredient (NDI) program, has been successfully notified to the FDA as GRAS, and has received approvals or authorizations from Health Canada, the European Commission, the Turkish Ministry of Agriculture, and the Therapeutic Goods Administration (TGA) of Australia.
The FDCA has been amended several times with respect to dietary supplements, most notably by the Dietary Supplement Health and Education Act of 1994 (DSHEA). DSHEA generally provides a regulatory framework to help ensure safe, quality dietary supplements and the dissemination of accurate information about such products.
DSHEA generally provides a regulatory framework to help ensure safe, quality dietary supplements and the dissemination of accurate information about such products.
We are not aware of, or party to, any action by the National Advertising Division of the Council of Better Business Bureaus involving our products. International Regulations Our international sales for the consumer products segment and ingredients segment are subject to foreign government regulations, which vary substantially from country to country.
International Regulations Our international sales for the consumer products segment and ingredients segment are subject to foreign government regulations, which vary substantially from country to country.
Year Ended December 31, (In thousands) 2024 2023 Consumer Products Segment $ 76,772 $ 69,528 Ingredients Segment 19,814 11,137 Analytical Reference Standards and Services Segment 3,011 2,905 Total net sales $ 99,597 $ 83,570 Major Customers For the years ended December 31, 2024 and 2023, we had two major customers which accounted for more than 10% of our total net sales.
Year Ended December 31, (In thousands) 2025 2024 Consumer Products Segment $ 97,672 $ 76,772 Ingredients Segment 28,675 19,814 Analytical Reference Standards and Services Segment 3,076 3,011 Total net sales $ 129,423 $ 99,597 4 Table of Contents Major Customers No customer accounted for more than 10% of the Company’s net sales during the year ended December 31, 2025.
We measure net working capital by adding trade receivables and inventories and subtracting accounts payable. Our working capital is primarily comprised of assets and liabilities from our consumer products segment and ingredients segment as these operations require a considerable amount of inventory on hand.
Our working capital is primarily comprised of assets and liabilities from our consumer products segment and ingredients segment as these operations require a considerable amount of inventory on hand. As each of these segments grow, greater working capital will likely be required to support these operations.
Backlog Orders For our consumer products segment where we ship products internationally to distributors, we may have a backlog from time to time as the production of Tru Niagen® finished bottles require up to three months lead time by our third-party contract manufacturers.
Backlog Orders For our consumer products segment, we may experience backlog from time to time for distributor orders due to production lead times associated with finished Tru Niagen® products manufactured by third-party contract manufacturers. As of December 31, 2025, we did not have any significant backlog orders from the distributors.
Areas addressed in these regulations include: • product safety; • product testing; • ingredient testing; • manufacturing process, documentation, batch records, specifications; • product labeling; • manufacturing facility registration; • product manufacturing and storage; • product claims, advertising and promotion; • product sales and distribution; and • product post-market surveillance.
Areas addressed in these regulations include: • product safety; • product testing; • ingredient testing; • manufacturing process, documentation, batch records, specifications; • product labeling; • manufacturing facility registration; • product manufacturing and storage; • product claims, advertising and promotion; • product sales and distribution; and • product post-market surveillance. 7 Table of Contents The FDCA has been amended several times with respect to dietary supplements, most notably by the Dietary Supplement Health and Education Act of 1994 (DSHEA).
Watson Group, in 2017. Since then, through our strategic partners, we have further expanded distribution into over 100 countries. We support our international operations in various capacities which include supplying our international strategic partners with finished products manufactured in the U.S, as well as marketing materials and expertise.
We began international expansion with the launch of Tru Niagen® in Hong Kong and Macau in 2017 through a strategic partnership with A.S. Watson Group, and have since expanded distribution into over 100 countries through additional partnerships. We support our international operations by supplying finished products manufactured in the United States, as well as providing marketing support and operational expertise.
In recent years, the FTC has instituted numerous enforcement actions against dietary supplement companies for failure to adequately substantiate claims made in advertising or for the use of false or misleading advertising claims. These enforcement actions have often resulted in consent decrees and the payment of civil penalties, restitution, or both, by the companies involved.
Advertising Regulations In addition to FDA regulations, the FTC regulates the advertising of dietary supplements, foods, cosmetics, over-the-counter drugs and other consumer products. In recent years, the FTC has instituted numerous enforcement actions against dietary supplement companies for failure to adequately substantiate claims made in advertising or for the use of false or misleading advertising claims.
NAD+ levels in humans have been shown to decline by up to 65% between ages 30 and 70. In addition to age, other factors linked to NAD+ depletion include poor diet, excess alcohol consumption and a number of disease states. NAD+ levels may be increased with administration of NAD+ precursors, calorie restriction and moderate exercise.
NAD+ levels naturally decline with age, by up to 65% between ages 30 and 70, and can also be impacted by poor diet, excess alcohol consumption, and certain disease states. Increasing NAD+ levels through NAD+ precursors, calorie restriction, or moderate exercise has been shown to support healthy cellular function.
Concurrently, we maintain support for our proprietary e-commerce platforms and collaborate on the e-commerce platforms of partners both within the U.S and internationally. Ingredients Segment Through our Ingredients segment, we develop and commercialize proprietary ingredient technologies, including food-grade Niagen® and pharmaceutical-grade Niagen®. We supply these ingredients as raw materials to manufacturers of consumer products and U.S.
In addition, we maintain and operate proprietary e-commerce platforms and collaborate with distribution partners on their e-commerce platforms in the United States and internationally. Ingredients Segment Through our Ingredients segment, we develop and commercialize proprietary ingredient technologies, including food-grade Niagen® and pharmaceutical-grade Niagen®.
A.S. Watson Group, a related party during 2023 and part of 2024, accounted for approximately 12.5% and 15.4% of our net sales for the years ended December 31, 2024 and 2023, respectively, and Life Extension accounted for approximately 11.7% of our net sales for the year ended December 31, 2024.
For the year ended December 31, 2024, we had two major customers which accounted for more than 10% of our total net sales, with A.S. Watson Group, a former related party, accounting for approximately 12.5% of our net sales and another customer accounting for approximately 11.7% of our net sales.
As of December 31, 2024 we did not have any significant backlog orders from the distributors that have not been shipped. For consumer products directly shipped to consumers, our standard practice involves maintaining sufficient inventory on hand to fulfill orders upon receipt and as of December 31, 2024 backlog orders to consumers were minimal.
For consumer products sold directly to consumers, we generally maintain sufficient inventory on hand to fulfill orders upon receipt and backlog orders were minimal as of December 31, 2025. For our ingredients segment, backlog orders are generally minimal, as we maintain inventory levels sufficient to fulfill customer orders upon receipt.
Available Information We are subject to the reporting requirements under the Securities Exchange Act of 1934, as amended (the Exchange Act).
Facilities For information on our facilities, see “Properties” in Item 2 of this Form 10-K. 11 Table of Contents Available Information We are subject to the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Food-grade Niagen® is authorized for human consumption as a dietary supplement and has been notified as Generally Recognized as Safe (GRAS) for use as a food ingredient.
FDA-registered 503B outsourcing facilities may compound pharmaceutical-grade Niagen® into Niagen® IV and injectable Niagen® product formulations for administration pursuant to a valid prescription and applicable law. Food-grade Niagen® is authorized for human consumption as a dietary supplement and has been notified to the U.S. Food and Drug Administration as Generally Recognized as Safe (GRAS) for use as a food ingredient.
This includes ensuring compliance with regulatory approvals, safety standards, toxicology assessments, and clinical trial requirements. Additionally, we provide comprehensive supply chain management and manufacturing support, enabling us to either directly sell our ingredient products or license them to third parties.
Additionally, we provide comprehensive supply chain management and manufacturing support, enabling us to either directly sell our ingredient products or license them to third parties. 3 Table of Contents Analytical Reference Standards and Services Segment Since 1999, we have provided research and quality-control products and services through our analytical reference standards and services segment.
We have used and, to a limited extent, continue to use intellectual property harnessed from our analytical reference standards and services segment to create new proprietary ingredients to our customers. Business Addressable Market According to data from Global Wellness Institute, the global wellness industry market was approximately $6.3 trillion in 2023, nearly 17% higher than its size in 2021.
Business Addressable Market According to data from Global Wellness Institute, the global wellness industry market was approximately $6.8 trillion in 2024, nearly 8% higher than its size in 2023.
We also partner with specialty retailers and direct healthcare practitioners who are authorized resellers of Tru Niagen® in the United States. International: We utilize strategic partners on a regional or local country basis to expand our distribution of Tru Niagen® products internationally.
We also distribute through specialty retailers and authorized healthcare practitioners resellers. International: In Canada, we distribute Tru Niagen® products directly to consumers through our proprietary e-commerce platform. Internationally, we distribute Tru Niagen® products through regional or country-specific strategic partners that sell through brick-and-mortar locations, e-commerce platforms, or a combination of both.
These manufacturing partners uphold the standards imposed by the International Organization for Standardization, as well as the high-quality standards we require. We utilize third-party manufacturers for the production, encapsulation, and bottling of NRC as well as the manufacturing and supply of various other ingredients, products, and services.
We utilize third-party manufacturers for the production, encapsulation, and bottling of NRC, as well as for the manufacturing and supply of other ingredients and product components. In addition to testing conducted by our manufacturers, we perform independent analytical testing of products and components to verify compliance with our specifications.
For our international operations, we partner with international distributors to market and sell to several foreign countries and markets. 5 Table of Contents Total sales and marketing expense across all segments for the years ended December 31, 2024 and 2023 was approximately $29.5 million and $26.4 million, respectively.
At this stage, we have not commenced commercial sales or marketing activities, and our efforts to date have been limited to research and development. Total sales and marketing expense across all segments for the years ended December 31, 2025 and 2024 was approximately $35.5 million and $29.5 million, respectively.
Business Model, Products and Services Consumer Products Segment Through our consumer products segment, we provide finished dietary supplement products that contain the Company's proprietary ingredients, commercialized as Tru Niagen®, directly to consumers and distributors and offer NAD+ test kits exclusively to healthcare practitioners.
Business Model, Products and Services Consumer Products Segment Through our consumer products segment, we provide finished dietary supplement products containing our proprietary ingredients, marketed under the Tru Niagen® brand, through direct-to-consumer channels and distributors. Our Tru Niagen® products are developed based on ongoing scientific research and incorporate patented technologies.
Data from numerous preclinical studies and human clinical trials show that orally administered food-grade NRC is a highly efficient NAD+ precursor that significantly raises NAD+ levels in blood and tissue. Food-grade Niagen® has twice been successfully reviewed under the U.S.
Food and Drug Administration (FDA) for compounding by 503B outsourcing facilities. NRC is one of the most well-studied and efficient NAD+ precursors available. Data from numerous preclinical studies and human clinical trials demonstrate that orally administered NRC significantly increases NAD+ levels in blood and tissue.
These trusted partners are committed to delivering products that align with our stringent guidelines, further reinforcing our confidence in the quality and consistency of our supply chain. Environmental Compliance We incur various expenses in complying with Good Manufacturing Practices and safe handling and disposal of materials used in our research and manufacturing activities.
We believe we have established reliable relationships with our manufacturing partners and suppliers; however, disruptions in manufacturing or the supply of key raw materials, including NRC, could adversely affect our operations Environmental Compliance We incur various expenses in complying with current good manufacturing practices (cGMP) and safe handling and disposal of materials used in our research and manufacturing activities.
Food-grade Niagen® is authorized for human consumption as a dietary supplement and generally recognized as safe as a food ingredient. Pharmaceutical-grade Niagen® is authorized by the FDA for compounding by 503B outsourcing facilities. NRC remains one of the most well-studied and efficient NAD+ precursors on the market.
FDA-registered 503B outsourcing facilities, in addition to compound pharmacies abroad, which compound and distribute Niagen® intravenous (Niagen IV) and injectable Niagen® formulations for use with a prescription. Food-grade Niagen® is authorized for human consumption as a dietary supplement and is generally recognized as safe (GRAS), while pharmaceutical-grade Niagen® is authorized by the U.S.
FDA-registered 503B outsourcing facilities, respectively. Manufacturers of consumer products incorporate our food-grade Niagen® into multi-ingredient products, and U.S. FDA-registered 503B outsourcing facilities use pharmaceutical-grade Niagen® who are able to compound and distribute intravenous (Niagen® IV) and injectable Niagen® products. These pharmaceutical-grade products are available exclusively at clinics with a valid prescription.
We supply food-grade Niagen® as a raw material to manufacturers of consumer products and pharmaceutical-grade Niagen® to U.S. FDA-registered 503B outsourcing facilities, in each case in accordance with applicable regulatory requirements. Manufacturers of consumer products incorporate our food-grade Niagen® into dietary supplement and food products. U.S.
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ChromaDex Corporation was traded on the over-the-counter market under the symbol “CDXC.” On April 25, 2016, ChromaDex Corporation became listed on the Nasdaq Capital Market under the symbol “CDXC.” ChromaDex, Inc., a wholly owned subsidiary of ChromaDex Corporation, was originally formed as a California corporation on February 19, 2000.
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Prior to its dissolution, Healthspan Research, LLC contributed its assets and liabilities to ChromaDex, Inc., a wholly owned subsidiary of ChromaDex Corporation, Effective March 19, 2025, the Company changed its name to “Niagen Bioscience, Inc.”. In connection with the Company’s new name, the Company changed the ticker symbol for the Company’s common stock on Nasdaq, to “NAGE”.
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In 2024, we launched Niagen Plus, a product line for healthcare practitioners and clinics, featuring pharmaceutical-grade Niagen®. We supply pharmaceutical-grade Niagen® to U.S. FDA-registered 503B outsourcing facilities who are able to compound and distribute Niagen® intravenous (Niagen IV) and injectable Niagen®. These pharmaceutical-grade Niagen® products are available exclusively at clinics with a prescription.
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In 2017, we expanded our offerings with the launch of Tru Niagen®, a finished dietary supplement featuring Niagen®, available directly to consumers. In 2024, Niagen Plus products launched, which are products featuring pharmaceutical-grade Niagen®. We supply pharmaceutical-grade Niagen® to U.S.
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Food-grade Niagen®, pharmaceutical-grade Niagen® and other NAD+ precursors are protected by patents to which we are the owner or have exclusive rights. While best known for its role in cellular energy production, NAD+ is also thought to play an important role in healthy aging.
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Niagen® and other NAD+ precursors are protected by a robust portfolio of owned and exclusively licensed patents. To date, there are more than 525 published human clinical studies related to NAD+ and its impact on health.
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Many cellular functions related to health and healthy aging are sensitive to levels of locally available NAD+ and this represents an active area of research in the field of NAD+. To date, there are over 500 published human clinical studies related to NAD+ and its impact on health.
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Research from CERP® partners has produced peer-reviewed publications that continue to advance understanding of NAD+ biology, including in health, diseases, and aging, and support the science behind Niagen®. Our Scientific Advisory Board, chaired by Dr. Roger Kornberg, Nobel Laureate and Stanford Professor, includes distinguished scientists such as Dr.
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The results of the 275+ research partnerships have allowed CERP® to help produce the trusted science behind Niagen® and continue to advance the understanding of NAD+ in health, diseases, and aging. We value and encourage strong scientific rigor behind our products and seek to continually develop additional relationships in pursuit of this.
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Charles Brenner, discoverer of NR as an NAD+ precursor, and experts from Harvard, UC Davis, USC, Scripps Research, and the NIH. Together, our research partnerships and advisory board form a key part of our innovation platform in healthy aging and NAD+ science.
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CERP® is a vital component of our research and development platform along with our scientific advisory board. Our scientific advisory board supports the technical and intellectual property needs of investigators, presents research at conferences, and helps build and support the NAD+ and healthy aging research community. Our scientific advisory board is led by Chairman Dr.
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We focus on product quality, scientific support, and regulatory compliance in the development and commercialization of our consumer offerings. We market and distribute Tru Niagen® products primarily through proprietary e-commerce platforms, third-party online marketplaces, and strategic distribution partners. Internationally, we work with strategic partners to market and sell Tru Niagen® products in select markets, subject to applicable regulatory requirements.
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Roger Kornberg, Nobel Laureate and Stanford Professor. Other distinguished members include Dr. Charles Brenner, Alfred E Mann Family Foundation Chair in the Department of Diabetes & Cancer Metabolism at City of Hope and one of the world’s recognized experts in NAD+ and discoverer of nicotinamide riboside as a NAD+ precursor; Dr.
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This includes ensuring compliance with regulatory approvals, safety standards, toxicology assessments, and clinical trial requirements.
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Rudy Tanzi, co-chair of the department of neurology at Harvard Medical School; Sir John Walker, Nobel Laureate and Emeritus Director of the MRC Mitochondrial Biology Unit in the University of Cambridge, England; Dr. Bruce German, Chairman of Food, Nutrition and Health at the University of California, Davis; Dr.
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On February 24, 2026, we entered into an agreement to sell our analytical reference standards and services segment. Following completion of the transaction, we no longer operate this business. See Item 7. Management’s Discussion and Analysis and Note 4. Business Segments and Concentrations included in Part II of this Annual Report on Form 10-K for additional information regarding this transaction.
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Brunie Felding, Associate Professor in the Department of Molecular Medicine at Scripps Research Institute, California Campus; and Dr. Vilhelm (Will) Bohr, M.D., Ph.D., D.Sc., former Chief of the Laboratory of Molecular Genetics at the National Institute on Aging of the National Institutes of Health.
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Pharmaceutical Segment We are pursuing pharmaceutical development of NAD+ precursors for potential therapeutic applications in advanced aging rare diseases. To date, our activities have been limited to research and development, including preclinical and clinical studies and regulatory planning activities, and we do not currently generate revenue from this segment.
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As one of the world leaders on NAD+ and the science of healthy aging, we continuously strive to evolve our Tru Niagen® products through ongoing exploration, discovery and the application of patented technologies.
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Our future activities may include continued internal development and potential strategic collaborations or licensing arrangements. There can be no assurance that these development activities will result in successful clinical outcomes, regulatory approval, or commercial success.
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We believe that the Tru Niagen® brand is associated with scientific rigor and a dedication to enhancing consumer health by safely elevating NAD+ levels, thereby facilitating a healthier aging process. Our primary objective is to amplify global awareness of the Tru Niagen® brand through comprehensive marketing strategies, strategic partnerships and expanded market presence.
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The following table summarizes total net sales for each of our business segments in the last two years. Our pharmaceutical segment did not generate net sales during the periods presented and is therefore not included in the table below.
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Our dedication to extending the reach of the Tru Niagen® brand is evident in our focus on enhanced marketing and distribution efforts in key global markets, while also working to obtain the required regulatory approvals for these endeavors. We began international expansion of the Tru Niagen® brand with the launch in Hong Kong and Macau with our strategic partner, A.S.
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Sales and Marketing Strategy Consumer Products Segment Our sales and marketing strategy for the Consumer Products Segment is focused on increasing awareness of the Tru Niagen® brand and driving consumer demand through a combination of digital marketing, strategic partnerships, and direct-to-consumer engagement.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

115 edited+41 added−35 removed165 unchanged
Biggest changeAdditionally, if we become subject to new data privacy laws, at the state level, the risk of enforcement action against us could increase 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).Other data privacy and security laws have been proposed at the federal, state, and local levels in recent years, which could further complicate compliance efforts.
Biggest changeAlthough 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. 27 Table of Contents Other data privacy and security laws have been proposed at the federal, state, and local levels in recent years, 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).
Risks Related to our Company and Business: • 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. • 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.
Risks Related to our Company and 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.
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 transfer of personal data outside of the UK, which increases our regulatory compliance burden.
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.
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; • 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; • 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.
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; • 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; 17 Table of Contents • 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.
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, among other customary covenants, in each case subject to limited exceptions.
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.
Although we are operationally 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.
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.
If we fail to comply with any of these 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.
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.
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 and if implemented by the FDA or other regulatory body.
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.
We rely upon third parties 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.
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.
The State of California recently 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.
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.
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. 35 Table of Contents Our shares of common stock may be thinly traded, so you may be unable to sell at or near ask prices or at all.
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. 32 Table of Contents Our shares of common stock may be thinly traded, so you may be unable to sell at or near ask prices or at all.
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 (including our products/services) or the third-party information technology systems that support us and our services.
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.
For example, the Biden administration and 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.
For example, the Trump administration and 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.
See Note 16, Commitments and Contingencies , Legal Proceedings in the Notes to the Consolidated Financial Statements, included in Item 8 of Part II of this Annual Report on Form 10-K. We may not have sufficient resources to enforce our intellectual property rights or to defend our patents rights against a challenge.
See Note 15, Commitments and Contingencies , Legal Proceedings in the Notes to the Consolidated Financial Statements, included in Item 8 of Part II of this Annual Report on Form 10-K. We may not have sufficient resources to enforce our intellectual property rights or to defend our patents rights against a challenge.
These 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.
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.
These market fluctuations may also materially and adversely affect the market price of our common stock. 32 Table of Contents 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.
These market fluctuations may also materially and adversely affect the market price of our common stock. 29 Table of Contents 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.
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; • we may rely on third-parties to develop and produce our products, which could lead to increased costs, unanticipated delays, or other negative impacts; • 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 will 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.
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; • we may rely on third-parties to develop and produce our products, which could lead to increased costs, unanticipated delays, or other negative impacts; • 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 will 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. 24 Table of Contents We may not be able to partner with others for technological capabilities and new products and services.
Any supply interruption in limited or sole sourced raw materials, including supply shortages, supplier production disruptions, quantity issuers, or disruption to our suppliers, could materially harm our ability to manufacture our products until a new source of supply, if any, could be identified and qualified.
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 supply, if any, could be identified and qualified.
We expect to continue to incur increasing expenses as we develop our sales, marketing distribution and other commercial infrastructure and continue to develop and commercializing our products, including the cost of obtaining and maintaining regulatory approvals, and establishing new distribution channels for pharmaceutical-grade Niagen®.
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®.
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 ourselves or other parties.
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.
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.
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. 20 Table of Contents 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.
However, we may require additional funds, either through additional equity or debt financings, including pursuant to the At Market Issuance Sales Agreement with Raymond James & Associates, Inc. and Roth Capital Partners, LLC (ATM Facility), or collaborative agreements, lines of credit from other banks, or from other sources.
However, we may require additional funds beyond that period, either through additional equity or debt financings, including pursuant to the At Market Issuance Sales Agreement with Raymond James & Associates, Inc. and Roth Capital Partners, LLC (ATM Facility), or collaborative agreements, lines of credit from other banks, or other sources.
Refer to Note 16, Commitments and Contingencies in the Notes to the Consolidated Financial Statements, included in Part II, Item 8 of this Annual Report on Form 10-K, for more detail.
Refer to Note 15, Commitments and Contingencies in the Notes to the Consolidated Financial Statements, included in Part II, Item 8 of this Annual Report on Form 10-K, for more detail.
Ransomware attacks, including those from organized criminal threat actors, nation-states and nation-state supported actors, are becoming increasingly prevalent and 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.
Ransomware attacks, including those from organized criminal threat actors, nation-states and nation-state supported actors, are becoming increasingly prevalent and can lead to significant interruptions, delays, or outages in our operations, loss of data, loss of income, significant extra expenses to restore data or 18 Table of Contents systems, reputational loss and the diversion of funds.
While we seek to partner with reputable clinics, we cannot control their operations, and any issues at the clinic level could have a material adverse effect on our business and reputation. 24 Table of Contents 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.
While we seek to partner with reputable clinics, we cannot control their operations, and any issues at the clinic level 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.
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. 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.
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. 25 Table of Contents 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.
Accordingly, we are, or may become, subject to numerous federal, state, local, and foreign data privacy and security laws, regulations, guidance and industry standards as well as external and internal privacy and security policies, contracts and other obligations that apply to the processing of personal data by us and on our behalf.
Accordingly, we are, or may become, subject to numerous federal, state, local, and foreign 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.
Grace, for NRC 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.
Grace, for NRC 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.
We have, and may in the future, be subject to various product liability claims, including, among others, that our products include inadequate instructions for use or inadequate warnings concerning possible side effects and interactions with other substances.
We have, and may in the future, be subject to various class action lawsuits and product liability claims, including, among others, that our products include inadequate instructions for use or inadequate warnings concerning possible side effects and interactions with other substances.
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.
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. 16 Table of Contents Litigation may harm our business. Substantial, complex or extended litigation could cause us to incur significant costs and distract our management.
New or revised laws and regulations or new 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.
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.
In January 2019, Grace was issued patents related to the crystalline form of NRC which limit our ability to find alternatives for supply if we are unable to further extend our agreement with Grace.
In January 2019, Grace obtained patents related to the crystalline form of NRC which limit our ability to find alternatives for supply if we are unable to further extend our agreement with Grace.
These uncertainties 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. 31 Table of Contents Changes in government regulation related to regulatory approvals to market and sell our goods could adversely affect our ability to generate revenues.
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. 28 Table of Contents Changes in government regulation related to regulatory approvals to market and sell our goods could adversely affect our ability to generate revenues.
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.
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.
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; • 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. 15 Table of Contents Global, market and economic conditions may negatively impact our business, financial condition and share price.
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; • 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.
If we are unable to satisfy such new criteria, investors may conclude that our policies with respect to corporate responsibility are inadequate.
If we are unable to satisfy such new criteria, investors may conclude that our policies with respect environmental, social, or corporate responsibility are inadequate.
Our history of net losses and negative cash flow have had, and will continue to have, an adverse effect on our stockholders’ equity and working capital, and if we are not able to achieve and sustain profitability in the near future or at all our stock price may be depressed.
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.
There is no guarantee that we will be able to continue to contract with Grace for the supply of NRC, or that such terms will be favorable to us. 23 Table of Contents Failure by outsourcing facilities that produce pharmaceutical-grade Niagen® to adequately perform their obligations could harm our business or financial results.
There is no guarantee that we will be able to continue to contract with Grace for the supply of NRC, or that such terms will be favorable to us. Failure by outsourcing facilities that produce pharmaceutical-grade Niagen® and related finish products to adequately perform their obligations could harm our business or financial results.
In addition, 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 recently issued an executive order opposing diversity equity and inclusion (“DEI”) initiatives in the private sector.
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.
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 and unvested restricted stock units. Future sales of these shares could adversely affect the market price of our common stock.
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.
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, riot, civil insurrection or social unrest; and natural or man-made disasters, including famine, flood, fire, earthquake, storm or disease.
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.
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 utilize ingredients and components for a number of our products from suppliers outside of the United States.
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.
As of December 31, 2024, our cash and cash equivalents totaled approximately $44.7 million, of which $44.5 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.
As of December 31, 2025, our cash and cash equivalents totaled approximately $64.8 million, of which $64.6 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.
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 current good manufacturing practice (“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 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.
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 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. 22 Table of Contents 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®.
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 may impact our business and reputation. 14 Table of Contents Risks Related to our Company and Business 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.
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. 13 Table of Contents Risks Related to our Company and Business Interruptions in our relationships or declines in our business with major customers could materially harm our business and financial results.
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.
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.
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.
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.
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.
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.
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. 33 Table of Contents General Risks We may become involved in securities class action litigation that could divert management’s attention and harm our business.
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.
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 to our information technology infrastructure and attempts by others to gain access to our proprietary or sensitive information and other similar threats, including attacks enhanced or facilitated by artificial intelligence (AI) and other similar threats.
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 and attempts by others to gain access to our proprietary or sensitive information and other similar threats, including ransomware, supply-chain compromises, criminal or nation-state activity, and emerging attack vectors increasingly enhanced by automation and artificial intelligence.
Food and Drug Administration (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.
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.
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.
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.
We are also subject to various federal, state, local and international laws and regulations that govern the handling, transportation, manufacture, use and sale of substances that are or could be classified as toxic or hazardous substances. Some risk of environmental damage is inherent in our operations and the products we manufacture, sell, or distribute.
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.
As of December 31, 2024, we had outstanding options for an aggregate of approximately 10.4 million shares of common stock at a weighted average exercise price of $3.27 per share and approximately 0.6 million of unvested restricted stock units.
As of December 31, 2025, we had outstanding options for an aggregate of approximately 9.2 million shares of common stock at a weighted average exercise price of $3.68 per share and unvested restricted stock units and market performance stock units of approximately 0.3 million shares and 1.5 million shares, respectively.
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. Risks Related to Our Products We rely on a single supplier, W.R.
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.
Although we maintain cyber insurance, we cannot be sure that our insurance coverage will be adequate or sufficient of 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. 20 Table of Contents 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.
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.
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 the cost of obtaining and maintaining regulatory approvals and developing new distribution channels; and • unanticipated general and administrative expenses.
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 the cost of obtaining and maintaining regulatory approvals and developing new distribution channels; and • unanticipated general and administrative expenses. 15 Table of Contents 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.
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.
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.
Our future success largely depends on sales of our Tru Niagen® product. As a consumer-focused company, we expect to generate a significant percentage of our future revenue from sales of our Tru Niagen® product.
We expect to generate a significant percentage of our future revenue from sales of our Tru Niagen® product.
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.
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.
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 misappropriate 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.
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 misappropriate claims or lose our competitive advantage.
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 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.
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.
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.
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. 28 Table of Contents 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.
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.
Product recalls also may lead to increased scrutiny by federal, state or international regulatory agencies of our operations and increased litigation and could have a material adverse effect on our business, results of operations, financial condition and cash flows. 26 Table of Contents Demand for our products and services are subject to the commercial success of our customers’ products, which may vary for reasons outside our control.
Product recalls also may lead to increased scrutiny by federal, state or international regulatory agencies of our operations and increased litigation and could have a material adverse effect on our business, results of operations, financial condition and cash flows.
Failure to comply with these 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, and the California State Board of Pharmacy.
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.
Grace, for NRC 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.
Any failure by or loss of a third-party supplier could result in delays and increased costs, which may adversely affect our business.
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.
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.
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.
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. 23 Table of Contents 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 .
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 successfully meet our investors’ or society’s ESG expectations.
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.
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.
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. 30 Table of Contents 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.
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 commercial opportunity could be reduced if our competitors develop and commercialize products that are more effective or convenient than our products.
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. 22 Table of Contents 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.
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.
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, our business may be harmed. • Our business could be negatively impacted by cyber security incidents or threats, including without limitation a material interruption to our operations and our IT systems, a material interruption to our clinical trials, harm to our reputation, significant fines, penalties, litigation, and liabilities, regulatory investigations or lawsuits, including class actions, breach or triggering of data protection laws, privacy policies and data protection obligations, or a loss of revenue, customers or sales. 13 Table of Contents Risks Related to our Products: • We rely on a single supplier, W.R.
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, our business may be harmed. 12 Table of Contents • 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.
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 could result in additional costs and liabilities to us or inhibit our ability to collect and, if applicable, process data globally, and the failure or perceived failure to comply with such laws and regulations could have a material adverse effect on our business, financial condition or results of operations.
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.
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. 18 Table of Contents 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.
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 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.
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.
Changes in regulations or the enforcement practices of current regulations could have a negative impact on our customers and, in turn, our business. At this time, it is unknown how the FDA will interpret and to what extent it will enforce Good Manufacturing Practices, and other regulations that will likely affect many of our customers.
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.
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.
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.
Additionally, we expect that there will continue to be new proposed laws and regulations concerning data privacy and security, and we cannot yet determine the impact such future laws, regulations and standards may have on our business. 30 Table of Contents We are subject to regulation by various federal, state and foreign agencies that require us to comply with a wide variety of regulations, including those regarding the manufacture of products, advertising and product label claims, the distribution of our products and environmental matters.
We are subject to regulation by various federal, state, and 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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur cybersecurity risk management policies and procedures are integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas. 36 Table of Contents Our cybersecurity risk management policies and procedures include: – risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; – a security team, led by our Vice President of IT (VP of IT), principally responsible for managing our (1) cybersecurity risk assessment processes, (2) security controls, and (3) responses to cybersecurity incidents; – the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls and designed to anticipate cyber-attacks and prevent breaches; – cybersecurity awareness training of our employees, incident response personnel, and senior management; – a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and – a third-party risk management process for service providers, suppliers, and vendors.
Biggest changeOur cybersecurity risk management policies and procedures are integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas. 33 Table of Contents Our cybersecurity risk management policies and procedures include: • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; • a security team, led by our Vice President of IT (VP of IT), principally responsible for managing our (1) cybersecurity risk assessment processes, (2) security controls, and (3) responses to cybersecurity incidents; • the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls and designed to anticipate cyber-attacks and prevent breaches; • cybersecurity awareness training of our employees, incident response personnel, and senior management; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a third-party risk management process for service providers, suppliers, and vendors.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeProperties As of December 31, 2024, we lease (i) approximately 10,000 square feet of office space in Los Angeles, California with roughly two years remaining on the lease, (ii) approximately 20,000 square feet of space for a research and development laboratory in Longmont, Colorado with roughly one year remaining on the lease, and (iii) approximately 8,000 square feet of office space in Tustin, California with roughly four years remaining on the lease.
Biggest changeProperties As of December 31, 2025, we lease (i) approximately 10,000 square feet of office space in Los Angeles, California with roughly one year remaining on the lease, (ii) approximately 20,000 square feet of space for a research and development laboratory in Longmont, Colorado with roughly five years remaining on the lease, and (iii) approximately 8,000 square feet of office space in Tustin, California with roughly three years remaining on the lease.
We do not own any real estate. The below table illustrates the use of each property by our business segments. Business Segment Property Used Consumer Products All properties Ingredients All properties Analytical Reference Standards and Services All properties For the year ended December 31, 2024, our total annual rent expense was approximately $1,314,000. 37 Table of Contents
We do not own any real estate. The below table illustrates the use of each property by our business segments. Business Segment Property Used Consumer Products All properties Ingredients All properties Analytical Reference Standards and Services All properties For the year ended December 31, 2025, our total annual rent expense was approximately $1,330,000. 34 Table of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings The information set forth under the heading “Legal Proceedings” in Note 16, Commitments and Contingencies , in Notes to the Consolidated Financial Statements in Item 8 of Part II of this Form 10-K, is incorporated herein by reference. For additional discussion of certain risks associated with legal proceedings, see Item 1A, Risk Factors. Item 4.
Biggest changeItem 3. Legal Proceedings The information set forth under the heading “Legal Proceedings” in Note 15, Commitments and Contingencies , in Notes to the Consolidated Financial Statements in Item 8 of Part II of this Form 10-K, is incorporated herein by reference. For additional discussion of certain risks associated with legal proceedings, see Item 1A, Risk Factors. Item 4.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Since April 25, 2016, our common stock has been traded on The Nasdaq Capital Market (Nasdaq) under the symbol “CDXC.” On March 3, 2025, the closing sale price was $5.50.
Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock listed on The Nasdaq Capital Market (Nasdaq) under the symbol “NAGE”. On March 3, 2026, the closing sale price was $4.99.
Holders of Our Common Stock As of March 3, 2025, we had approximately 36 registered holders of record of our common stock, which does not include stockholders who hold shares in street name or stockholders whose shares may be held in trust by other entities.
Holders of Our Common Stock As of March 3, 2026, we had approximately 30 registered holders of record of our common stock, which does not include stockholders who hold shares in street name or stockholders whose shares may be held in trust by other entities.
Removed
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities None. Item 6. Reserved 38 Table of Contents
Added
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 million of its common stock.
Added
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.
Added
As part of the 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.
Added
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.
Added
During the three months ended December 31, 2025, the Company repurchased 35,840 shares of common stock under the Share Repurchase Program.
Added
A summary of the repurchase activity for the three months ended December 31, 2025 is as follows (dollars in millions, except per share amounts): 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 October 1-31, 2025 — — — $ 10,000,000 November 1-30, 2025 35,840 $ 6.97 35,840 $ 9,749,312 December 1-31, 2025 — — — $ 9,749,312 Total 35,840 35,840 35 Table of Contents Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities None.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest change" Results of Operations Our results of operations for the years ended December 31, 2024 and 2023 are as follows: Year Ended December 31, (In thousands) 2024 2023 Sales $ 99,597 $ 83,570 Cost of sales 38,011 32,790 Gross profit 61,586 50,780 Operating expenses Sales and marketing 29,469 26,438 Research and development 6,016 4,958 General and administrative 18,375 24,983 Nonoperating expenses: Interest income, net 1,129 661 Income before provision for income taxes 8,855 (4,938) Provision for income taxes 305 0 — Net income (loss) $ 8,550 $ (4,938) Our income (loss) per share applicable to common stockholders for the years indicated is calculated as follows: Year Ended December 31, (In thousands, except per share data) 2024 2023 Numerator: Net income (loss) 8,550 (4,938) Denominator: Weighted average common shares outstanding for basic earnings per share (1) 75,929 74,985 Plus: incremental shares from assumed exercise of options and assumed vesting of restricted stock (2) 2,196 — Adjusted weighted average common shares outstanding for diluted earnings per share 78,125 74,985 Earnings (Loss) Per Share: Basic net income (loss) per common share $ 0.11 $ (0.07) Diluted net income (loss) per common share $ 0.11 $ (0.07) (1) Includes a weighted average of approximately 167,000 and 174,000 nonvested shares of restricted stock for the years ended December 31, 2024 and 2023, respectively, which are participating securities that feature voting and dividend rights.
Biggest changeThe results of operations of the analytical reference standards and services operating segment are included in continuing operations for all periods presented, as the disposition does not represent a strategic shift that will have a major effect on our operations or financial results, , therefore it does not meet the criteria for discontinued operations treatment. 37 Table of Contents Results of Operations Our results of operations for the years ended December 31, 2025 and 2024 are as follows: Year Ended December 31, (In thousands) 2025 2024 Sales $ 129,423 $ 99,597 Cost of sales 46,234 38,011 Gross profit 83,189 61,586 Operating expenses (income) Sales and marketing 35,506 29,469 Research and development 6,330 6,016 General and administrative 27,057 18,375 Gain on settlement of royalty obligation (1,983) — Nonoperating income (expenses): Interest income, net 2,127 1,129 IRS ERTC disallowance (214) — Income before provision for income taxes 18,192 8,855 Provision for income taxes 810 305 Net income $ 17,382 $ 8,550 Our income per share applicable to common stockholders for the years indicated is calculated as follows: Year Ended December 31, (In thousands, except per share data) 2025 2024 Numerator: Net income 17,382 8,550 Denominator: Weighted average common shares outstanding for basic earnings per share (1) 79,178 75,929 Plus: incremental shares from assumed exercise of options and assumed vesting of restricted stock (2) 6,258 2,196 Adjusted weighted average common shares outstanding for diluted earnings per share 85,436 78,125 Earnings Per Share: Basic net income per common share $ 0.22 $ 0.11 Diluted net income per common share $ 0.20 $ 0.11 (1) Includes a weighted average of approximately 167,000 nonvested shares of restricted stock for each of the years ended December 31, 2025 and 2024, which are participating securities that feature voting and dividend rights.
Table of Contents Revenue recognition : We recognize revenue in accordance with Financial Accounting Standards Board (FASB) Topic 606 - Revenue for Contracts from Customers which provides a single, comprehensive set of criteria for revenue recognition within and across all industries.
Revenue recognition : We recognize revenue in accordance with Financial Accounting Standards Board (FASB) Topic 606 - Revenue for Contracts from Customers which provides a single, comprehensive set of criteria for revenue recognition within and across all industries.
Our cash and cash equivalents as of December 31, 2024 consisted of bank deposits and short-term investments of highly liquid investment-grade debt instruments with an original maturity of three months or less.
Our cash and cash equivalents as of December 31, 2025 consisted of bank deposits and short-term investments of highly liquid investment-grade debt instruments with an original maturity of three months or less.
As of December 31, 2024 and 2023, we had no material off-balance sheet arrangements and no borrowings outstanding under our line of credit.
As of December 31, 2025 and 2024, we had no material off-balance sheet arrangements and no borrowings outstanding under our line of credit.
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. For the year ended December 31, 2024, the Company’s effective tax rate was 3.5%.
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. For the year ended December 31, 2025, the Company’s effective tax rate was 4.5%.
Accordingly, we may recognize a different amount of deferred revenue over the next 12-month period if our plan changes in the future or if our customer informs us of changes to their expected purchases. As of December 31, 2024 and 2023, we held deferred revenue balances of $2.6 million and $3.3 million, respectively.
Accordingly, we may recognize a different amount of deferred revenue over the next 12-month period if our plan changes in the future or if our customer informs us of changes to their expected purchases. As of December 31, 2025 and 2024, we held deferred revenue balances of $2.7 million and $2.6 million, respectively. Item 7A.
Interest income, net consists of interest earned from bank deposit accounts and investments in money market funds managed by banks less interest expenses from the line of credit arrangement and finance leases. Interest income, net totaled $1.1 million and $0.7 million for the years ended December 31, 2024 and 2023, respectively. Net Income (Loss).
Interest income, net consists of interest earned from bank deposit accounts and investments in money market funds managed by banks less interest expenses from the line of credit arrangement and finance leases. Interest income, net totaled $2.1 million and $1.1 million for the years ended December 31, 2025 and 2024, respectively.
The discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (GAAP).
Table of Contents Critical Accounting Estimates The discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles.
The Company reduced its valuation allowance by approximately $2.1 million to $44.3 million as of December 31, 2024 from $46.4 million as of December 31, 2023. For the year ended December 31, 2023, the Company maintained a full valuation allowance against the entire deferred income tax balance which resulted in an effective tax rate of 0%.
The Company reduced its valuation allowance by approximately $3.8 million to $40.5 million as of December 31, 2025 from $44.3 million as of December 31, 2024. For the year ended December 31, 2024, the Company maintained a full valuation allowance against the entire deferred income tax balance which resulted in an effective tax rate of 3.5%.
As defined in ASC 740, Income Taxes, future realization of the tax benefit will depend on the existence of sufficient taxable income, including the expectation of continued future taxable income. Trade Receivables. As of December 31, 2024, we had approximately $7.8 million in trade receivables, reflecting an increase from approximately $5.2 million as of December 31, 2023.
As defined in ASC 740, Income Taxes, future realization of the tax benefit will depend on the existence of sufficient taxable income, including the expectation of continued future taxable income. Trade Receivables. As of December 31, 2025, we had approximately $9.7 million in trade receivables, compared to approximately $7.8 million as of December 31, 2024.
The Company regularly reviews inventories on hand and reduces the carrying value for slow-moving and obsolete inventory, inventory not meeting quality standards and inventory subject to expiration. The reduction of the carrying value for slow-moving and obsolete inventory is based on current estimates of future product demand, market conditions and related management judgment.
We regularly review inventories on hand and reduce the carrying value for slow-moving and obsolete inventory, inventory not meeting quality standards, and inventory subject to expiration. Reductions in carrying value are based on current estimates of future product demand, market conditions and related management judgment.
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 and beyond.
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. Net cash provided by operating activities.
The following table sets forth our total cost of sales by reportable segment: Year Ended December 31, 2024 2023 Change ( $ In thousands) Amount % of net sales Amount % of net sales % of net sales (in basis points) Cost of sales: Consumer Products $ 27,478 36 % $ 24,755 36 % — Ingredients 7,808 39 4,980 45 (600) Analytical reference standards and services 2,725 91 3,055 105 (1,400) Total cost of sales $ 38,011 38 % $ 32,790 39 % (100) Total cost of sales, as a percentage of net sales, remained relatively stable improving a slight 100 basis points in 2024 compared to 2023.
The following table sets forth our total cost of sales by reportable segment: Year Ended December 31, 2025 2024 Change ($ In thousands) Amount % of net sales Amount % of net sales % of net sales (in basis points) Cost of sales: Consumer Products $ 32,784 34 % $ 27,478 36 % (200) Ingredients 11,119 39 7,808 39 — Analytical reference standards and services 2,331 76 2,725 91 (1,500) Total cost of sales $ 46,234 36 % $ 38,011 38 % (200) Total cost of sales, as a percentage of net sales, remained relatively stable improving a slight 200 basis points in 2025 compared to 2024.
General and administrative expense for the years indicated were as follows: Year Ended December 31, ($ In thousands) 2024 2023 % Change General and administrative $ 18,375 $ 24,983 (26) % Total general and administrative expenses decreased by $6.6 million, or 26%, for the year ended December 31, 2024, compared to 2023.
General and administrative expense for the years indicated were as follows: Year Ended December 31, ($ In thousands) 2025 2024 % Change General and administrative $ 27,057 $ 18,375 47 % Total general and administrative expenses increased by $8.7 million, or 47%, for the year ended December 31, 2025, compared to 2024.
For fiscal year 2024 gross profit increased $10.8 million, or 21%, compared to 2023.
For fiscal year 2025, gross profit increased $21.6 million, or 35%, compared to 2024.
As of December 31, 2024, we had $8.5 million in accounts payable compared to approximately $10.2 million as of December 31, 2023 driven by the timing of purchases and payments to our vendors.
As of December 31, 2025, we had $10.8 million in accounts payable compared to approximately $8.5 million as of December 31, 2024. The increase was primarily driven by higher accounts payable to inventory suppliers, reflecting increased inventory purchases, as well as changes in the timing of purchases and payments to our vendors.
For the year ended December 31, 2024, our consumer products segment maintained a stable cost of sales, as a percentage of net sales, at 36% compared to the same period in 2023. • Cost of sales as a percentage of net sales in our ingredients segment is influenced by various factors, including inventory purchase costs, fixed supply chain overhead, and transportation and storage expenses.
For the year ended December 31, 2025, cost of sales for our ingredients segment as a percentage of net sales remained at 39%, unchanged from the prior year. • Cost of sales as a percentage of net sales in our analytical reference standards and services segment is influenced by various factors, including inventory purchase costs, fixed supply chain overhead, and transportation and storage expenses.
Sales and marketing expense by reportable segment is as follows: Year Ended December 31, 2024 2023 Change ($ In thousands) Amount % of net sales Amount % of net sales % of net sales (in basis points) Advertising expenses: Consumer Products $ 11,102 14 % $ 10,259 15 % (100) Ingredients — — — — 0 Analytical reference standards and services — — — — 0 Total advertising expenses $ 11,102 11 % $ 10,259 12 % (100) Marketing expenses: Consumer Products $ 8,346 11 % $ 7,354 11 % 0 Ingredients 195 1 — — 100 Analytical reference standards and services 4 — 10 — 0 Total marketing expenses $ 8,545 9 % $ 7,364 9 % 0 Selling expenses: Consumer Products $ 9,285 12 % $ 8,401 12 % 0 Ingredients 40 — 52 — 0 Analytical reference standards and services 497 17 362 12 500 Total selling expenses $ 9,822 10 % $ 8,815 11 % (100) Total sales and marketing expenses: Consumer Products $ 28,733 37 % $ 26,014 37 % 0 Ingredients 235 1 52 — 100 Analytical reference standards and services 501 17 372 13 400 Total sales and marketing expenses $ 29,469 30 % $ 26,438 32 % (200) 44 Table of Contents Total sales and marketing expenses increased by $3.0 million, or 11%, to $29.5 million in 2024 compared to $26.4 million in 2023.
Sales and marketing expense by reportable segment is as follows: Year Ended December 31, 2025 2024 Change ($ In thousands) Amount % of net sales Amount % of net sales % of net sales (in basis points) Advertising expenses: Consumer Products $ 12,655 13 % $ 11,102 14 % (100) Total advertising expenses $ 12,655 10 % $ 11,102 11 % (100) Marketing expenses: Consumer Products $ 11,490 12 % $ 8,346 11 % 100 Ingredients 102 — 195 1 (100) Analytical reference standards and services 2 — 4 — — Total marketing expenses $ 11,594 9 % $ 8,545 9 % — Selling expenses: Consumer Products $ 10,766 11 % $ 9,285 12 % (100) Ingredients 144 1 40 — 100 Analytical reference standards and services 347 11 497 17 (600) Total selling expenses $ 11,257 9 % $ 9,822 10 % (100) Total sales and marketing expenses: Consumer Products $ 34,911 36 % $ 28,733 37 % (100) Ingredients 246 1 235 1 — Analytical reference standards and services 349 11 501 17 (600) Total sales and marketing expenses $ 35,506 27 % $ 29,469 30 % (300) 41 Table of Contents Total sales and marketing expenses increased by $6.0 million, or 20%, to $35.5 million in 2025 compared to $29.5 million in 2024.
Depreciation expense was $663,000 and $870,000 for the years ended December 31, 2024 and 2023, 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 $151,000 and $158,000 for the years ended December 31, 2024 and 2023, respectively.
For the year ended December 31, 2025, net income improved $8.8 million, or 103%, compared to prior year ended December 31, 2024. Depreciation and Amortization. Depreciation expense was $612,000 and $663,000 for the years ended December 31, 2025 and 2024, respectively. We depreciate our assets on a straight-line basis, based on the estimated useful lives of the respective assets.
Changes in sales and marketing expense, as a percentage of net sales, were primarily driven by the following: • For our consumer products segment, sales and marketing expenses increased by $2.7 million to $28.7 million in 2024 compared to $26.0 million in 2023, remaining at 37% of net sales in both years. ◦ Advertising expenses increased by $0.8 million to $11.1 million in 2024 from $10.3 million in 2023.
Changes in sales and marketing expense, as a percentage of net sales, were primarily driven by the following: • For our consumer products segment, sales and marketing expenses increased by $6.2 million to $34.9 million in 2025 compared to $28.7 million in 2024.
Our overall gross margin percentage remained strong at 61.8% for fiscal year 2024, increasing 100 basis points compared to 2023. 43 Table of Contents The following table sets forth our total gross profit (loss) by reportable segment: Year Ended December 31, ($ In thousands) 2024 2023 % Change Gross profit (loss): Consumer Products $ 49,294 $ 44,773 10 % Ingredients 12,006 6,157 95 Analytical reference standards and services 286 (150) 291 Total gross profit $ 61,586 $ 50,780 21 % For details supporting year-over-year changes in gross profit (loss) refer to the discussions above surrounding changes in our net sales and cost of sales for each segment.
Our overall gross margin percentage was 64.3% for fiscal year 2025, an increase of 250 basis points compared to 2024. 40 Table of Contents The following table sets forth our total gross profit by reportable segment: Year Ended December 31, ($ In thousands) 2025 2024 % Change Gross profit: Consumer Products $ 64,888 $ 49,294 32 % Ingredients 17,556 12,006 46 Analytical reference standards and services 745 286 160 Total gross profit $ 83,189 $ 61,586 35 % For details supporting year-over-year changes in gross profit refer to the discussions above surrounding changes in our net sales and cost of sales for each segment.
Gross profit (loss) is net sales less the cost of sales and is affected by a number of factors, including business and product mix, competitive pricing and costs of products, labor, overhead, services and delivery. Since 2020, total gross profit grew from $35.3 million to $61.6 million in 2024, representing a 15% compound annual growth rate.
Gross profit represents net sales less cost of sales and is affected by a number of factors, including business and product mix, pricing and costs of materials, labor, overhead, services and delivery. Since 2021, total gross profit increased from $41.5 million to $83.2 million in 2025, representing a compound annual growth rate of approximately 19%.
As a percentage of net sales, total sales and marketing expenses improved by 200 basis points to 30% in 2024 from 32% in 2023.
As a percentage of net sales, total sales and marketing expenses improved to 27% in 2025 from 30% in 2024, reflecting improved operating leverage.
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.
Amortization expense of intangible assets was $173,000 and $151,000 for the years ended December 31, 2025 and 2024, respectively. We amortize intangible assets using a straight-line method, generally over 10 years. For licensed patent rights, the useful lives are 10 years or the remaining term of the patents underlying licensing rights, whichever is shorter.
Total net sales by reportable segment for the years ended December 31, 2024 and 2023 are as follows: Year Ended December 31, ($ In thousands) 2024 2023 % Change Net sales: Consumer Products $ 76,772 $ 69,528 10 % Ingredients 19,814 11,137 78 Analytical reference standards and services 3,011 2,905 4 Total net sales $ 99,597 $ 83,570 19 % In 2024, our total net sales increased 19%, up $16.0 million, from 2023. • In 2024, Tru Niagen® sales increased by $7.2 million, or 10%, compared to 2023.
Total net sales by reportable segment for the years ended December 31, 2025 and 2024 are as follows: Year Ended December 31, ($ In thousands) 2025 2024 % Change Net sales: Consumer Products $ 97,672 $ 76,772 27 % Ingredients 28,675 19,814 45 Analytical reference standards and services 3,076 3,011 2 Total net sales $ 129,423 $ 99,597 30 % In 2025, our total net sales increased 30%, up $29.8 million, from 2024.
Net cash used in investing activities was approximately $0.1 million for each of the years ended December 31, 2024 and 2023. Net cash provided by financing activities. Financing cash flows consist primarily of exercise of stock options through employee equity incentive plans and repayment of short-term and long-term debt.
Investing cash flows consist primarily of capital expenditures and investment activities. Net cash used in investing activities was approximately $0.3 million for the years ended December 31, 2025, compared to $0.1 million for the years ended December 31, 2024. Net cash provided by financing activities.
The increase in trade receivables is primarily attributed to variations in the timing of customer orders and collections. Inventories. As of December 31, 2024, we had approximately $9.2 million in inventory, compared to approximately $14.5 million as of December 31, 2023.
The increase in trade receivables is primarily attributable to higher net sales during the year ended December 31, 2025. Inventories. As of December 31, 2025, we had approximately $20.4 million in inventory, compared to approximately $9.2 million as of December 31, 2024.
Liquidity and Capital Resources For the year ended December 31, 2024, we recorded a net income of approximately $8.6 million and operating activities provided cash of $12.1 million. However, from inception through December 31, 2024, we have incurred aggregate losses of $181.9 million.
Liquidity and Capital Resources For the year ended December 31, 2025, we recorded a net income of approximately $17.4 million and operating activities provided cash of $13.5 million.
Dividend Policy We have not declared or paid any cash dividends on our common stock. We presently intend to retain earnings for use in our operations and to finance our business.
We presently intend to retain earnings for use in our operations and to finance our business.
Any significant unanticipated changes in future product demand or market conditions that vary from current expectations could have an impact on the value of inventories. We strive to optimize our supply chain as we constantly search for better and more reliable sources and suppliers.
Any significant unanticipated changes in future product demand or market conditions that vary from current expectations could have an impact on the value of inventories. We continuously evaluate our supply chain and work with suppliers and manufacturing partners to improve sourcing and manufacturing efficiency, which we believe supports inventory cost management and gross margin performance. Accounts Payable.
Additionally, the launch of our pharmaceutical-grade Niagen® ingredient in 2024 generated $1.7 million in new sales. • Net sales for our analytical reference standards and services segment increased slightly by $0.1 million in 2024 compared to 2023, primarily due to higher sales of quality-control reference standard products.
In addition, sales of pharmaceutical-grade Niagen® ingredient increased by $2.1 million, reflecting the inclusion of a full year of post-launch sales activity compared to 2024. • Net sales for our analytical reference standards and services segment increased slightly by approximately $0.1 million in 2025 compared to 2024. 39 Table of Contents Cost of Sales.
Department of Agriculture regulations relating to composition, labeling and advertising claims. These regulations may in some cases, particularly with respect to those applicable to new ingredients, require a notification that must be submitted to the FDA along with evidence of safety and similar regulations exist related to food additives.
These regulations may in some cases, particularly with respect to those applicable to new ingredients, require a notification that must be submitted to the FDA along with evidence of safety and similar regulations exist related to food additives. 36 Table of Contents Recent Activities Queen’s University Belfast Agreement Effective December 16, 2025, the Company entered into an assignment agreement with Queen’s University Belfast (QUB) that replaced the parties’ prior intellectual property arrangements (the “Assignment Agreement”).
As of December 31, 2024, our inventory consisted of approximately $7.9 million of consumer products, $0.8 million of bulk ingredients and $0.5 million of reference standards. Consumer products inventory consists of Tru Niagen® branded finished bottles of dietary supplement products and related work-in-process inventory. Bulk ingredients are proprietary compounds sold to customers in larger quantities, typically in kilograms.
Consumer products inventory consists of Tru Niagen® branded finished bottles of dietary supplement products and related work-in-process inventory. Bulk ingredients are proprietary compounds sold to customers in larger quantities, typically in kilograms, for use in the dietary supplement, food and beverage industries, as well as by 503B outsourcing facilities that compound our pharmaceutical-grade ingredient into intravenous and injectable forms.
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, these operations have been financed through capital contributions, primarily through the issuance of common stock in private placements, and cash generated from sales.
While from inception through December 31, 2025 we have incurred aggregate losses of $164.5 million, these losses were primarily due to expenses associated with the development and expansion of our operations and investments to protect our intellectual property, including litigation-related expenses.
Net cash provided by financing activities was $5.4 million for the year ended December 31, 2024, compared to net cash used in financing activities of $0.1 million for the year ended December 31, 2023. The increase was primarily driven by $5.4 million in proceeds from stock option exercises in 2024, compared to no exercise activity in 2023.
Financing cash flows consist primarily of exercise of stock options through employee equity incentive plans and shares repurchases. Net cash provided by financing activities was $6.9 million for the year ended December 31, 2025, compared to $5.4 million for the year ended December 31, 2024, representing an increase of $1.5 million.
However, as a percentage of net sales, advertising expenses declined by 100 basis points to 14% in 2024, reflecting a higher return on advertising spend. ◦ Marketing expenses increased by $1.0 million to $8.3 million in 2024 compared to $7.4 million in 2023, while remaining at 11% of net sales in both years.
Advertising expenses increased by $1.6 million compared to 2024; however, advertising expense as a percentage of net sales improved by 100 basis points to 13%, reflecting improved efficiency of advertising spend. Selling expenses increased by $1.5 million to $10.8 million in 2025 compared to $9.3 million in 2024.
Net cash provided by operating activities was $12.1 million for the year ended December 31, 2024, compared to $7.1 million for the year ended December 31, 2023, representing an increase of $5.0 million.
Cash provided by operating activities is net income adjusted for certain non-cash items and changes in operating assets and liabilities. Net cash provided by operating activities was $13.5 million for the year ended December 31, 2025, compared to $12.1 million for the year ended December 31, 2024, increasing $1.4 million.
As a percentage of net sales, sales and marketing expenses remained low at 1%. ◦ Marketing expenses increased to $195,000 in 2024 due to efforts in building brand awareness for the Niagen Plus product line featuring pharmaceutical-grade Niagen®. ◦ Selling expenses decreased in 2024 from 2023, though they remained minimal in absolute dollars and as a percentage of net sales. • For our analytical reference standards and services segment, sales and marketing expense increased to $501,000 in 2024 from $372,000 in 2023.
Selling expenses increased modestly in 2025 compared to 2024 but remained minimal in absolute dollars and as a percentage of net sales. • For our analytical reference standards and services segment, sales and marketing expense decreased to approximately $0.3 million in 2025 from $0.5 million in 2024.
Amortization expense of right-of-use assets for the year ended December 31, 2024 was $670,000 compared to $677,000 for the year ended December 31, 2023. 46 Table of Contents Income Taxes.
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 for the year ended December 31, 2025 was $665,000 compared to $670,000 for the year ended December 31, 2024. 43 Table of Contents Income Taxes.
Additionally, as of December 31, 2024, we had purchase obligations of approximately $11.2 million related to inventory purchase commitments and approximately $2.9 million related to future minimum lease obligations to be paid over six months and four years, respectively.
In addition, as of December 31, 2025, we had purchase obligations of approximately $23.4 million related to inventory purchase commitments and approximately $3.2 million related to future minimum lease obligations to be paid over twelve months and five 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.
Net sales consist of gross sales less discounts and returns. Our total net sales grew from $59.3 million in 2020 to $99.6 million in 2024, representing a 14% compound annual growth rate.
Our total net sales grew from $67.4 million in 2021 to $129.4 million in 2025, representing a compound annual growth rate of 18%.
Our team, which includes world-renowned scientists, is pioneering research on nicotinamide adenine dinucleotide (NAD+), an essential coenzyme that is a key regulator of cellular metabolism and is found in every cell of the human body. NAD+ levels in humans have been shown to decline by up to 65% between ages 30 and 70.
(collectively, “Niagen Bioscience,” the “Company” or, in the first person as “we” “us” and “our”) are a global bioscience company dedicated to promoting healthy aging. Our team, which includes world-renowned scientists, is pioneering research on nicotinamide adenine dinucleotide (NAD+), an essential coenzyme that regulates cellular metabolism and is present in every cell of the human body.
Overview ChromaDex Corporation and its wholly owned subsidiaries, ChromaDex, Inc., ChromaDex International, Inc., ChromaDex Analytics, Inc., ChromaDex Asia Limited, Asia Pacific Scientific, Inc., ChromaDex Asia Pacific Ventures Limited, ChromaDex Europa B.V., ChromaDex Trading (Shanghai) Co., Ltd. and ChromaDex Sağlik Ürünleri Anonim Şirketi (collectively, “ChromaDex”, the “Company” or, in the first person as “we” “us” and “our”) are a global bioscience company dedicated to healthy aging.
Overview Niagen Bioscience, Inc. and its wholly owned subsidiaries, ChromaDex, Inc., ChromaDex International, Inc., ChromaDex Analytics, Inc., ChromaDex Asia Limited, Asia Pacific Scientific, Inc., ChromaDex Asia Pacific Ventures Limited, ChromaDex Europa B.V., and ChromaDex Trading (Shanghai) Co., Ltd.
In 2024, cost of sales as a percentage of net sales improved by 600 basis points compared to 2023, primarily due to better labor and overhead utilization rates driven by higher sales, as well as shifts in product mix following the launch of our pharmaceutical-grade Niagen®. • Cost of sales as a percentage of net sales in our analytical reference standards and services segment is influenced by various factors, including inventory purchase costs, fixed supply chain overhead, and transportation and storage expenses.
The improvement was attributable to a favorable shift in business mix and the use of lower-cost inventory purchases. • Cost of sales as a percentage of net sales in our ingredients segment is influenced by various factors, including inventory purchase costs, fixed supply chain overhead, and transportation and storage expenses.
This increase was partially offset by a $0.3 million refund related to a discontinued R&D project. 45 Table of Contents Operating Expenses - General and Administrative. General and administrative expense consists of general company administration, legal, royalties, IT, accounting and executive management expenses.
For the year ended December 31, 2025, total R&D expenses allocated to consumer products and ingredients segments decreased by $0.2 million compared to 2024. 42 Table of Contents Operating Expenses - General and Administrative. General and administrative expense consists of general company administration, legal, royalties, IT, accounting and executive management expenses.
On an ongoing basis, we evaluate these estimates, including those related to deferred revenue recognition.
The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures. On an ongoing basis, we evaluate these estimates, including those related to deferred revenue recognition.
As a percentage of net sales, these expenses increased by 400 basis points to 17% in 2024 from 13% in 2023. ◦ Marketing expenses decreased in 2024 from 2023, though they remained minimal in absolute dollars and as a percentage of net sales. ◦ Selling expenses increased by $135,000 to $497,000 in 2024 from $362,000 in 2023.
As a percentage of net sales, these expenses decreased to 11% in 2025 from 17% in 2024. The decrease was primarily driven by lower selling expenses, reflecting more efficient allocation of sales resources. Marketing expenses also declined year-over-year and remained minimal in absolute dollars and as a percentage of net sales.
Sales in this segment fluctuate based on the timing of customer projects. 42 Table of Contents Cost of Sales. Costs of sales include raw materials, labor, overhead and delivery costs.
Costs of sales include raw materials, labor, overhead and delivery costs.
This growth was primarily driven by a $6.7 million increase in sales from our e-commerce business, along with higher sales to distributor partners. These gains were partially offset by a decline of approximately $0.3 million in sales to A.S.
The remaining increase was attributable to higher sales to distributor partners of approximately $5.6 million. These increases were partially offset by a decline of approximately $0.9 million in sales to A.S. Watson. • In 2025, total ingredient sales increased by $8.9 million, or 45%, compared to 2024.
Research and development expenses by reportable segment were as follows: Year Ended December 31, ($ In thousands) 2024 2023 % Change R&D expenses: Consumer Products $ 4,782 $ 4,273 12 % Ingredients 1,234 685 80 Total R&D expenses $ 6,016 $ 4,958 21 % • We allocate R&D expenses related to our Niagen® branded ingredient to the consumer products and ingredients segments based on recorded revenues.
R&D expenses by reportable segment were as follows: Year Ended December 31, ($ In thousands) 2025 2024 % Change R&D expenses: Consumer Products $ 3,166 $ 3,384 (6) % Ingredients 930 873 7 Pharmaceuticals 2,234 1,759 27 Total R&D expenses $ 6,330 $ 6,016 5 % • R&D expenses in our pharmaceuticals segment increased by $0.5 million for the year ended December 31, 2025 compared to 2024.
As a result, for the year ended December 31, 2024, we reversed $3.5 million of previously accrued royalties, license fees, and maintenance expenses under accrued expenses in our Consolidated Balance Sheets and recorded a reduction in royalty expense, license fees, and maintenance expenses in general and administrative expenses in our Consolidated Statements of Operations.
The increase in royalty expense was primarily due to the absence of a $3.5 million reversal of previously accrued royalties and license maintenance fees recognized in the year ended December 31, 2024. Operating income - Gain on settlement of royalty obligation.
Our future capital requirements will be influenced by several factors, including cash flows from operations, sales growth, optimized gross profit margins, reduced selling and marketing expense as a percentage of net sales, continued customer relationship development, and the ability to successfully market new and existing products.
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.
In 2013, we commercialized food-grade Niagen®, a proprietary form of NRC, a novel form of vitamin B3, as both a dietary and food ingredient. In 2024, we launched Niagen+, a product line for healthcare practitioners and clinics, featuring pharmaceutical-grade Niagen®. Nicotinamide riboside chloride and other NAD+ precursors are protected by our patent and/or licensed rights portfolio.
We are at the forefront of developing and commercializing effective methods to support NAD+ levels and promote healthy aging. In 2013, we commercialized food-grade Niagen®, a proprietary form of nicotinamide riboside chloride (“NRC” or “NRCL,” commonly referred to as “NR”), a novel form of vitamin B3, as both a dietary and food ingredient.
This growth was primarily attributed to the expansion of new partnerships and the strengthening of existing ones, particularly within our food-grade Niagen® ingredient business, which contributed $7.0 million in higher net sales.
This growth was primarily driven by higher sales to existing food-grade Niagen® partners, which contributed approximately $6.6 million.
We recognized no revenue under bill-and-hold arrangements during each of the years ended December 31, 2024 and 2023. Item 7A. Quantitative and Qualitative Disclosures About Market Risk Not applicable. 49 Table of Contents
Quantitative and Qualitative Disclosures About Market Risk Not applicable. 46 Table of Contents
(2) Options and restricted stock outstanding, which are anti-dilutive and therefore not factored into the weighted average common shares amount above, for the years ended December 31, 2024 and 2023 were as follows: Year Ended December 31, (In thousands) 2024 2023 Stock options 4,087 11,622 Restricted stock units — 589 41 Table of Contents Net Sales.
(2) For the years ended December 31, 2025 and 2024, the Company had outstanding restricted stock awards and stock options. Restricted stock awards were dilutive and included in the calculation of diluted earnings per share, while certain stock options outstanding were anti-dilutive and, accordingly, were excluded from the calculation of weighted-average common shares outstanding.
Net income (loss) is gross profit (loss) less total operating expenses plus nonoperating income, net. Since 2020, total net loss has improved from $(19.9) million to a net income of $8.6 million in 2024. For the year ended December 31, 2024, net income (loss) improved $13.5 million, or 273%, compared to prior year ended December 31, 2023. Depreciation and Amortization.
Additionally, nonoperating expenses included approximately $0.2 million related to the disallowance of previously claimed Employee Retention Tax Credits. Net Income (Loss). Net income (loss) is gross profit less total operating expenses plus nonoperating income, net. Since 2021, total net loss has improved from $(27.1) million to a net income of $17.4 million in 2025.
As a percentage of net sales, selling expenses remained at 12%, consistent with 2023. • For our ingredients segment, sales and marketing expense increased to $235,000 in 2024 from $52,000 in 2023, reflecting increased promotional activities as well as the launch of the pharmaceutical-grade Niagen® ingredient.
As a percentage of net sales, selling expenses decreased by 100 basis points to 11%, reflecting leverage from higher sales volumes. • For our ingredients segment, sales and marketing expense remained approximately stable year-over-year at $0.2 million. As a percentage of net sales, sales and marketing expenses remained nominal at 1%.
Removed
In addition to age, other factors linked to NAD+ depletion include poor diet, excess alcohol consumption and a number of disease states. NAD+ levels may be increased with administration of NAD+ precursors, calorie restriction and moderate exercise. We are at the forefront of exploring effective methods to increase NAD+ levels and support healthy aging.
Added
NAD+ levels naturally decline with age, by up to 65% between ages 30 and 70, and can also be impacted by poor diet, excess alcohol consumption, and certain disease states. Increasing NAD+ levels through NAD+ precursors, calorie restriction, or moderate exercise has been shown to support healthy cellular function.
Removed
We deliver Niagen® as the sole active ingredient in our consumer product Tru Niagen®. We additionally offer consumer products containing Niagen® in combination with other nutrients, such as, but not limited to, Tru Niagen® Immune. Our ingredients segment develops and commercializes proprietary-based ingredient technologies and supplies these ingredients as raw material to the manufacturers of consumer products and U.S.
Added
In 2017, we expanded our offerings with the launch of Tru Niagen®, a finished dietary supplement featuring Niagen®, available directly to consumers. In 2024, Niagen Plus products launched, which are products featuring pharmaceutical-grade Niagen®. We supply pharmaceutical-grade Niagen® to U.S.
Removed
FDA-registered 503B outsourcing facilities. Pharmaceutical-grade Niagen® products are available exclusively at clinics with a prescription. Our Analytical Reference Standards and Services segment focuses on natural product fine chemicals, known as phytochemicals, and related research and development services. Our operations are subject to regulation by various state and federal agencies. Dietary supplements are subject to FDA, FTC and U.S.
Added
FDA-registered 503B outsourcing facilities, in addition to compound pharmacies abroad, which compound and distribute Niagen® intravenous (Niagen IV) and injectable Niagen® formulations for use under prescription. Food-grade Niagen® is authorized for human consumption as a dietary supplement and is generally recognized as safe (GRAS), while pharmaceutical-grade Niagen® is permitted by the FDA for compounding by 503B outsourcing facilities.
Removed
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.
Added
Our operations are subject to regulation by various state and federal agencies. Dietary supplements are subject to FDA, FTC and U.S. Department of Agriculture regulations relating to composition, labeling and advertising claims.
Removed
On an ongoing basis, we evaluate such estimates and judgments, including those described in greater detail below.
Added
Under the Assignment Agreement, QUB assigned to us all of its interest in certain patent rights that had been previously jointly owned with, or licensed from, QUB.
Removed
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.
Added
As a result of the transaction, we obtained full ownership of the applicable patent rights, terminated our prior royalty and license arrangements with QUB, and eliminated future royalty and sublicense obligations under those agreements. In connection with the Assignment Agreement, we recorded $5.5 million of intangible assets and corresponding deferred consideration related to the patents acquired.
Removed
Actual results may differ from these estimates under different assumptions or conditions. 39 Table of Contents Recent Activities Joint Venture On September 27, 2024, we notified Hong Kong (China) Taikuk Group Ltd ("Taikuk") that we would not extend the Blue Hat registration period for our joint venture ("JV"), which expired on October 1, 2024.
Added
In addition, previously accrued royalty and license liabilities totaling approximately $3.5 million were settled for consideration of approximately $1.5 million. As a result, we recognized a gain of approximately $2.0 million during the year ended December 31, 2025.
Removed
As a result, Blue Hat Registration is no longer possible, and no amounts related to the Blue Hat Registration Fee or the 11% non-voting interest have been or will be recognized. On December 16, 2024, we exercised our Right of Repurchase, buying back the 11% non-voting interest from Taikuk for $1, effectively terminating the Shareholders Agreement.
Added
The settlement consideration relates solely to royalty and license obligations incurred prior to termination of the agreements and is separate from the consideration attributable to the acquisition of patent rights. See Note 7. Intangible Assets, Net and Note 15. Commitments and Contingencies for further information.
Removed
The JV was originally formed on September 30, 2022, through our indirect wholly owned subsidiary, Asia Pacific Scientific, Inc., to commercialize Tru Niagen® and other nicotinamide riboside-containing products in Mainland China. Taikuk agreed to contribute $1.0 million in exchange for an 11% non-voting equity interest, while we retained an 89% equity interest and full voting control.
Added
Assets Held for Sale - Analytical Reference Standards and Services Segment During the year ended December 31, 2025, we committed to a plan to sell substantially all of the assets of our analytical reference standards and services operating segment.
Removed
The agreement was contingent on securing Blue Hat registration within 24 months, with an option to repurchase Taikuk’s interest if registration was not obtained. With the expiration of the registration period, we have now fully regained ownership of the JV.
Added
As of December 31, 2025, the assets associated with this segment met the criteria to be classified as held for sale and were presented as assets held for sale in our consolidated balance sheets. The assets held for sale primarily consist of inventory, certain long-lived assets, customer lists and contracts, and a trade name.
Removed
Amendment to the At Market Issuance Sales Agreement On November 20, 2024, we entered into an amendment (the “Amendment”) to the At Market Issuance Sales Agreement, dated as of June 12, 2020 (the “Sales Agreement”) governing the Company’s “at-the-market” equity offering program for its common stock, par value $0.001 per share, in order to, among other things, revise the list of Sales Agents under the program to include Roth Capital Partners, LLC (“Roth Capital Partners”) and remove B.
Added
On February 24, 2026, we entered into a definitive asset purchase agreement with a third party to sell substantially all of the assets of this operating segment for total consideration of approximately $6.0 million, less working capital adjustments of approximately $0.2 million.

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