NAGE 10-K & 10-Q changes, risk factors and insider trading

•Our business could be negatively impacted by cyber security incidents or threats, includingwhich withoutcould limitationlead ato data breaches, material interruption to our operationsoperations, manufacturing or laboratory systems, clinical trials, and our IT systems, aand materialviolations interruptionof tostatutory ourand clinicalcontractual trials,privacy, harmconfidentiality toand ourdata reputation,security obligations. This could result in significant fines, penalties, litigation, and liabilities, regulatory investigations or lawsuits, including class actions, breachreputational or triggering of data protection laws, privacy policiesharm, and data protection obligations, or a loss of revenue, customers or sales.

•Compliance with stringent and changing global privacy and data security laws and regulations couldmay resultincrease inour additionaloperating costscosts, expose us to liability, and liabilities to us or inhibitrestrict our ability to collectcollect, and,use, iftransfer, applicable,and otherwise process data globally,critical andto theour failurebusiness. Any actual or perceived failure to comply with such laws and regulations could havematerially aadversely material adverse effect onaffect our business, financial conditioncondition, or results of operations.

•Environmental, social and governance matters and any related reporting obligations may impact our business and reputation.

In addition, we face several risks associated with international business and are subject to global events beyond our control, including war, public health crises, such as pandemics and epidemics, trade disputes, economic sanctions, trade wars and their collateral impacts and other international events. Any of these changes could have a material adverse effect on our reputation, business, financial condition or results of operations. There may be changes to our business if there is instability, disruption or destruction in a significant geographic region, regardless of cause, including war, terrorism,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. In addition, the consequences of the ongoing conflict between Russia and Ukraine and the conflict in the Middle East, including related sanctions and countermeasures, and theThe effects of rising global inflation, are difficult to predict, andbut could adversely impact geopolitical and macroeconomic conditions, the global economy, and contribute to increased market volatility, which may in turn adversely affect our business and operations.

As a consumer-focused company, weWe expect to generate a significant percentage of our future revenue from sales of our Tru Niagen® product. As a result, the market acceptance of Tru Niagen® is critical to our continued success, and if we are unable to expand market acceptance and increase consumer awareness of Tru Niagen® our business, results of operations, financial condition, liquidity and growth prospects would be materially adversely affected.

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 termlonger-term strategic objectives. Additional capital may come from public and private equity or debt offerings, borrowings under lines of credit or other sources. These additional funds may not be available on favorable terms, or at all. There can be no assurance we will be successful in raising these additional funds. Furthermore, if we issue equity or debt securities to raise additional funds, our existing stockholders may experience dilution and the new equity or debt securities we issue may have rights, preferences and privileges senior to those of our existing stockholders. In addition, if we raise additional funds through collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to our products or proprietary technologies, or grant licenses on terms that are not favorable to us. If we cannot raise funds on acceptable terms, we may not be able to develop or enhance our products, obtain the required regulatory clearances or approvals, execute our business plan, take advantage of future opportunities, or respond to competitive pressures or unanticipated customer requirements. Any of these events could adversely affect our ability to achieve our development and commercialization goals, which could have a material and adverse effect on our business, results of operations and financial condition.

The markets for our products and services are both competitive and price-sensitive. Many of our competitors have significant financial, operations, sales and marketing resources and experience in research and development. Competitors could develop new technologies that compete with our products and services or even render our products obsolete. If a competitor develops superior technology or cost-effective alternatives to our products and services, our business could be seriously harmed. In September 2025, the FDA determined that nicotinamide mononucleotide (NMN) may be lawfully marketed as a dietary ingredient. If this determination is not overturned or superseded, it may introduce additional channels of competition in certain product categories.

Our business could be negatively impacted by cyber security incidents or threats, includingwhich withoutcould limitationlead ato data breaches, material interruptioninterruptions to our operationsoperations, manufacturing or laboratory systems, clinical trials, and our IT systems, aand materialviolations interruptionof tostatutory ourand clinicalcontractual trials,privacy, harmconfidentiality toand ourdata reputation,security obligations. This could result in significant fines, penalties, litigation, and liabilities, regulatory investigations or lawsuits, including class actions, breachreputational or triggering of data protection laws, privacy policiesharm, and data protection obligations, or a loss of revenue, customers or sales.

In the ordinary course of our business, we may collect, process, store and transmit proprietary, confidential and sensitive information, including personal information (including health information), intellectual property, trade secrets, and proprietary business information owned or controlled by ourselvesus or other parties. We use our data centers and our networks, and those of third parties, to store and access our proprietary business and other sensitive information. We and the third parties upon which we rely may face various cyber security threats, which are prevalent and continue to increase, including, without limitation, cyber security attacks toon our information technology infrastructure and attempts by others to gain access to our proprietary or sensitive information and other similar threats, including attacksransomware, supply-chain compromises, criminal or nation-state activity, and emerging attack vectors increasingly enhanced orby facilitatedautomation byand artificial intelligence (AI) and other similar threats.intelligence. We rely upon third partiesthird-party service providers and technologies to operate critical business systems to process confidential and personal information in a variety of contexts, including, without limitation, third-party providers of cloud-based infrastructure, employee email, and other functions. Our ability to monitor these third-party providers information security practices is limited, and these third-partiesthird parties may not have adequate information security measures in place. Ransomware attacks, including those from organized criminal threat actors, nation-states and nation-state supported actors, are becoming increasingly prevalent and can lead to significant interruptions, delays, or outages in our operations, loss of data, loss of income, significant extra expenses to restore data or systems, reputational loss and the diversion of funds. Similarly, supply-chain attacks have increased in frequency and severity, and we cannot guarantee that third-partiesthird 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. There may be additional cyber security threats as our employees have the ability to work from home, utilizing network connections outside of the Company premises. Any of the previously identified or similar threats could cause a security incident or other interruption and could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to data. A security incident or other interruption could disrupt our ability (and that of third parties upon whom we rely) to provide our products and services. Despite our efforts to identify and remediate vulnerabilities, if any, in our information technology systems (including our products), our efforts may not be successful. Further, we may experience delays in developing and deploying remedial measures designed to address any such identified vulnerabilities.

Any remedial costs or other liabilities related to security incidents may not be fully insured or indemnified by other means. Our contracts may not contain limitations of liability; however, even where they do, there can be no assurance that limitations of liability in our contracts are sufficient to protect us from liabilities, damages, or claims related to our data privacy and security obligations. Although we maintain cyber insurance, we cannot be sure that our insurance coverage will be adequate or sufficient ofto 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 business depends greatly on the expertise and contributions of several key individuals, including our senior leadership team and other critical team members,members includingand professionals in scientific research and marketing. The development of our products and services and the effective marketing of our offerings necessitate individuals with specialized skills and experience. Moreover, certain positions within our organization, such as those in manufacturing, quality control, safety and compliance, information technology, sales, and e-commerce, are highly technical and require qualified personnel. We operate within highly competitive markets, and the demand for skilled professionals in our industry is high. Competitors, customers, marketing partners, and other companies in our industry also seek these same talented individuals. Therefore, our ability to succeed is intrinsically linked to our capacity to attract and retain skilled personnel, which will necessitate substantial financial resources. There can be no guarantee that we will successfully identify and attract additional qualified employees or retain our existing team members. Any inability to recruit qualified personnel, the loss of key individuals' services, including our executive officers, or the potential loss of future executive officers or key personnel, may have a material and adverse effect on our business.

As part of our business strategy, we willmay seek to develop partnerships or licensing arrangements to monetize our proprietary molecules for pharmaceutical applications. However, there is no guarantee that we will be able to identify suitable partners, negotiate favorable terms, or successfully execute such partnerships. Even if we enter into agreements with third parties, our ability to generate revenue from these arrangements will depend on various factors, including our partners' willingness and ability to invest in research, development, and commercialization efforts.

Additionally, the development and commercialization of pharmaceutical products are subject to extensive regulatory requirements, including approval by the U.S. 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.

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.

Our dependence on a limited number of third-party suppliers or on a single supplier, and the challenges we may face in obtaining adequate supplies of raw materials, including NRC, involve several risks, including limited control over pricing, availability, quality and delivery schedules. We cannot be certain that our current suppliers will continue to provide us with the quantities of these raw materials that we require or satisfy our anticipated specifications and quality requirements. Any supply interruption in limited or sole sourced raw materials, including supply shortages, supplier production disruptions, quantity issuers,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. Additionally, our suppliers may fail inspection or have other compliance issues with regulatory authorities that, even if unrelated to our supply chain and materials, may impact or cause delays in their ability to deliver agreed upon supplies in a timely manner which can have negative impacts on our business plans. We may be unable to find a sufficient alternative supply channel in a reasonable time or on commercially reasonable terms. Any performance failure on the part of our suppliers could delay the development and commercialization of our products, or interrupt production of then existing products that are already marketed, which would have a material adverse effect on our business. In particular, W.R. Grace & Co.-Conn. (Grace) is our single source for the supply of food-grade NRC. Our supply of NRC is subject to periodic renewals and these renewals are not guaranteed. In January 2019, Grace was issuedobtained 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. 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.

•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;

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.

Our dependence upon consumer perceptions means that adverse scientific research reports, findings, regulatory proceedings, litigation, media attention or other publicity, if accurate or with merit, could have a material adverse effect on the demand for our products, the availability and pricing of our ingredients, and our business, results of operations, financial condition and cash flows. For example, negative publicity or consumer concerns regarding competitors’ products — such as nicotinamide mononucleotide (NMN) or similar ingredients — could reduce consumer confidence in dietary supplements generally or in products within the same category, which could in turn adversely affect demand of our products. Further, adverse public reports or other media attention regarding the safety, efficacy and quality of dietary supplements in general, or our products specifically, or associating the consumption of dietary supplements with illness, could have such a material adverse effect. Even media attention that is immaterial or inaccurate can have an impact on our sales or financial results if widely disseminated to our customers. Any such adverse public reports or other media attention could arise even if the adverse effects associated with such products resulted from consumers’ failure to consume such products appropriately or as directed and the content of such public reports and other media attention may be beyond our control.

As a consumer product and ingredient supplier we market and manufacture products designed for human and animal consumption. We are subject to product liability claims if the use of our products is alleged to have resulted in injury. Our products include ingredients classified as dietary supplements, or natural health products, and, in most cases, are not subject to pre-market regulatory approval in the United States. Previously unknown adverse reactions resulting from human consumption of these ingredients could occur. In addition, the products we sell are produced by third-party manufacturers and outsourcing facilities. As a marketer of products manufactured by third parties, we also may be liable for various product liability claims for products we do not manufacture. We 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. A product liability claim or class action litigation against us could result in increased costs and could adversely affect our reputation with our customers, which, in turn, could have a materially adverse effect on our business, results of operations, financial condition and cash flows.

WeThe key ingredient in our products, Niagen®, is manufactured in the United States, however, we utilize ingredients and components for a number of our products from suppliers outside of the United States. Accordingly, the acquisition of these ingredients is subject to the risks generally associated with importing raw materials, including, among other factors, delays in shipments, changes in economic and political conditions, supply chain disruptions, quality assurance, health epidemics affecting the region of such suppliers, global instability, nonconformity to specifications or laws and regulations, tariffs, trade and/or labor disputes and foreign currency fluctuations. While we have a supplier certification program and audit and inspect our suppliers’ facilities as necessary both in the United States and internationally, we cannot assure you that raw materials received from suppliers outside of the United States will conform to all specifications, laws and regulations. There have in the past been quality and safety issues in our industry with certain items imported from overseas. We may incur additional expenses and experience shipment delays due to preventative measures adopted by the U.S. governments, our suppliers and our company.

Governmental agencies throughout the world, including in the United States, strictly regulate the pharmaceutical, dietary supplement, food and cosmetic industries. Changes in regulation or regulatory priorities, such as a relaxation in regulatory requirements or the introduction of simplified drug approval procedures, or an increase in regulatory requirements that we may have difficulty satisfying or that make our services less competitive, could eliminate or substantially reduce the demand for our services or adversely impact our ability to comply with the new regulations. For example, recent FDA decisions, including the determination that nicotinamide mononucleotide (NMN) may be lawfully marketed as a dietary ingredient, if not overturned or superseded, may reflect a relaxation of prior regulatory positions and could result in additional competition or reduced demand for our products and services. Also, if the government makes efforts to contain drug costs and pharmaceutical and biotechnology company profits from new drugs, or if health insurers were to change their practices with respect to reimbursements for pharmaceutical products, our customers may spend less, or reduce their spending on research and development. For example, recent executive orders have sought to implement “most-favored nation” pricing policies for certain drug and pharmaceutical manufacturers, although the mechanisms by which these policies may be implemented have not yet been determined.

Compliance with stringent and changing global privacy and data security laws and regulations couldmay resultincrease inour additionaloperating costscosts, expose us to liability, and liabilities to us or inhibitrestrict our ability to collectcollect, and,use, iftransfer, applicable,and otherwise process data globally,critical andto theour failurebusiness. Any actual or perceived failure to comply with such laws and regulations could havematerially aadversely material adverse effect onaffect our business, financial conditioncondition, or results of operations.

We collect, receive, store, process, use, generate, transfer, disclose, make accessible, protect and shareprocess personal information and other sensitive information,information (including but not limited to proprietary and confidential business information, trade secrets, intellectual property, informationpatient collected about patients in connection withand clinical trialstrial data, genetic and health-related data, and sensitive third-party information necessary) to operate our business, for legal and marketing purposes.business. Accordingly, we are, or may become, subject to numerous federal, state, local, and foreign data privacy and data 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. The legal framework for the collection, use, safeguarding, sharing, transfer and other processing of information worldwide is rapidly evolvingdynamic and maycomplex, remainand unsettledwe forexpect additional changes in laws, regulations, and regulatory interpretations. While we believe we have substantially compliant programs and controls in place to comply with privacy laws domestically and internationally, our efforts to comply with data privacy and cybersecurity laws is likely to impose additional costs on us, and we cannot predict whether the foreseeableinterpretations future.of the requirements, or changes in our practices in response to new requirements or interpretations of the requirements, could have a material adverse effect on our business.

We are subject to regulation by various federal, statestate, 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. Failure to comply with these laws and regulations could subject us to fines, penalties and additional costs.

Some of our operations are subject to regulation by various United States federal agencies and similar state and international agencies, including the Department of Commerce, the FDA, the FTC, the Department of Transportation and the Department of Agriculture, and the California State Board of Pharmacy.Pharmacy and the U.S. Environmental Protection Agency. These laws and regulations govern a wide variety of product activities, from design and development to labeling, manufacturing, handling, sales, distribution of products, and promoting and advertising products. If we fail to comply with any of these laws or regulations, we may be subject to fines or penalties, have to recall products and/or cease their manufacture and distribution, which would increase our costs and reduce our sales. We rely on outsourcing facilities for compounding our pharmaceutical-grade Niagen® ingredient. The bulk drug substances must appear on the FDA’s “interim” list of bulk substances that may be used in compounding under Section 503B which are those bulk drug substances for which the FDA has determined there is a clinical need. If certain conditions are met, the FDA will exercise enforcement discretion concerning use of “interim” Category 1 substances pending evaluation of the substances for inclusion on the FDA’s final list of bulk drug substances for which there is a clinical need. If the substances used in manufacturing and compounding our products are removed from this interim list or if the FDA determines not to place NRC on the final list of bulk drug substances for which there is a clinical need, it may subject us and our third-party partners to additional regulatory scrutiny.

We are pursuing an investigational new drug (IND) application with the FDA with respect to the potential for one of our patented NAD precursors to be used as a treatment for Ataxia telangiectasia (AT), a rare disease with less than 200,000 cases diagnosed in the U.S. per year, and have obtained Orphan Drug Designation (ODD) and Rare Pediatric Disease (RPD) designation from the FDA. There is no guarantee that our IND application will be successful, or that we will be able to successfully complete clinical trials or a new drug application for FDA approval for the use of our patented NAD precursor as a treatment for AT. 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. In addition, we may incur substantial costs in order to comply with current or future environmental, health and safety laws and regulations. Current or future environmental laws and regulations may impair our research, development or production efforts. In addition, failure to comply with these laws and regulations may result in substantial fines, penalties or other sanctions. Any failure by us to comply with the applicable government regulations could also result in product recalls or impositions of fines and restrictions on our ability to carry on with or expand in a portion or possibly all of our operations. If we fail to comply with any or all 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.

Government regulations of our customer’scustomers’ business are extensive and are constantly changing. Changes in these regulations can significantly affect customer demand for our products and services.

The process by which our customers’ industries are regulated is controlled by government agencies and depending on the market segment can be very expensive, time consuming, and uncertain. Changes in regulations or the enforcement practices of current regulations could have a negative impact on our customers and, in turn, our business. At this time, it is unknown how theThe FDA willhas interpretbroad authority to enforce provisions of federal law and torelated whatregulations, extentincluding it will enforce Good Manufacturing Practices,cGMPs, and other regulations that will likely affect many of our customers. TheseThe uncertaintiesFDA’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.

The industries within which we operate are subject to stringent and constantly evolving regulations by a wide range of authorities worldwide. We believe our products are following all applicable regulations in those jurisdictions within which they are sold or marketed. We cannot predict how regulations will evolve or what new requirements may arise in the future and, if so, whether or how such changes may affect any products that we are developing or may attempt to develop. Depending on how regulations evolve, our goods may be suspended or may not be able to be marketed and sold in the United States or in other markets until we have achieved appropriate regulatory compliancecompliance, as and if implemented by the FDA or other regulatory body. In certain markets and product categories, regulatory approval is a prerequisite for marketing and selling our products. These markets and categories may require adherence to specific regulatory standards, and any failure to obtain or maintain necessary approvals or changes in requirements in these regions could adversely impact our ability to sell our goods there. Satisfaction of regulatory requirements may take many years, is dependent upon the type, complexity and novelty of the product or service and would require the expenditure of substantial resources.

•our issuance of additional securities, including debt or equity or a combination thereof,thereof;

We have never paid cash dividends on our capital stock and do not anticipate paying cash dividends on our capital stock in the foreseeable future. The payment of dividends on our capital stock will depend on our earnings, financial condition and other business and economic factors affecting us at such time as the board of directors may consider relevant. Our board has approved a stock repurchase program under which we may repurchase shares of our common stock, depending on our financial condition and the price of our common stock, but there is no guarantee that we will purchase additional shares in the future under this program, or the amounts we may repurchase, if any. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if the common stock price appreciates.

We have a significant number of outstanding optionsoptions, unvested restricted stock units and unvested restrictedmarket performance stock units. Future sales of these shares could adversely affect the market price of our common stock.

As of December 31, 2024,2025, we had outstanding options for an aggregate of approximately 10.49.2 million shares of common stock at a weighted average exercise price of $3.27$3.68 per share and approximately 0.6 million of unvested restricted stock units.units Theand holdersmarket mayperformance sellstock manyunits of theseapproximately 0.3 million shares in the public markets from time to time, without limitations on the timing, amount or method of sale. As and when1.5 ourmillion stockshares, price rises, if at all, more outstanding options will be in-the-money and the holders may exercise their options and sell a large number of shares. This could cause the market price of our common stock to decline.respectively.

Maintaining effective internal control over financial reporting is necessary for us to produce reliable and timely financial statements and disclosures. If we identify material weaknesses in our internal controls and/or fail to establish and maintain effective controls and procedures and internal control over financial reportingreporting, it could result in material misstatements in our financial statements and/or a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and the trading price of our common stock. The SEC has adopted new rules regarding climate change that, while stayed pending the resolution of various legal challenges, will require significant new disclosure obligations of us and requires us to update and develop our controls to accommodate these new obligations if implemented as adopted.

Companies across many industries are facing increased scrutiny, including by consumers, investors, employees and other stakeholders, as well as by governmental and non-governmental organizations surrounding environmental, social and governance (ESG) practices. This increased scrutiny and changing expectations with respect to the Company’s ESG practices as well as new ruleslaws and regulations may result in additional costs or risks. 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. While we are not currently subject to these disclosure requirements, if we become subject to them in the future they could result in additional compliance costs and risks. New or revised laws and regulations or newmore stringent interpretations of existing laws and regulations, such as those related to climate change, could affect the operation of our properties or result in significant additional expense and restrictions on our business operations. If we are unable to satisfy such new criteria, investors may conclude that our policies with respect toenvironmental, social, or corporate responsibility are inadequate. We risk damage to our brand and reputation in the event that our corporate responsibilityESG procedures or standards do not meet or are perceived to not meet the standards set by various constituencies, which could lead to the loss of existing or potential customers and reduced sales. There can be no assurance that investors or other constituents will not publicly advocate for us to not make corporate governance changes or engage in corporate actions and responding to challenges could be costly and time consuming.

Developing and achieving ESG initiatives may result in increased costs in our supply chain, fulfillment, and/or corporate business operations, and could deviate from our initial estimates and have a material adverse effect on our business and financial condition. Furthermore, if our competitors’ corporate responsibility performance is perceived to be greater than ours, potential or current investors may elect to invest with our competitors instead. Investor advocacy groups, certain institutional investors, investment funds and other influential investors have been increasingly focused on ESG practices and in recent years have placed increasing importance on the non-financial impacts of their investments. Topics taken into account in such assessments include, among others, the company’s efforts and impacts on climate change and human rights, ethics and compliance with law and the role of the Company’s board of directors in supervising various sustainability issues. InIf addition,we do not achieve publicly announced ESG goals or our competitors’ ESG performance metrics are perceived to be more favorable than ours, our reputation may be harmed, and potential or current investors may elect to invest with our competitors instead. Also in recent years, “anti-ESG” sentiment has gained momentum across the U.S., with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives, and the President having recently issued an executive orderorders opposing diversity equity and inclusion (“DEI”) initiatives in the private sector. Institutional investors and proxy advisory firms have also updated their guidelines and expectations with respect to ESG and DEI initiatives. Such anti-ESG and anti-DEI-related policies, legislation, initiatives, litigation, and scrutiny could result in us facing additional compliance obligations, becoming the subject of investigations and enforcement actions, or sustaining reputational harm.harm, which could adversely impact our financial condition and results of operations. In light of investors’ and other stakeholders’ increased focus on ESG matters, there can be no certainty that we will manage such issues successfully, or that we will successfully meet our investors’ or society’s ESG expectations. While our mission is to promote healthy aging, if our ESG practices do not meet investor or other industry stakeholder 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.

New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, which could adversely affect our business operations and financial performance. Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us. For example, the BidenTrump 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. Future tax reform legislation could have a material impact on the value of our deferred tax assets, could result in significant one-time charges, and could increase our future U.S. tax expense.

ChromaDexNiagen CorporationBioscience, 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. and ChromaDex Sağlik Ürünleri Anonim Şirketi (collectively, “ChromaDexNiagen 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 is a key regulator ofregulates cellular metabolism and is foundpresent in every cell of the human body. NAD+ levels in humans have been shown tonaturally decline with age, by up to 65% between ages 30 and 70.70, Inand additioncan toalso age,be otherimpacted factors linked to NAD+ depletion includeby poor diet, excess alcohol consumptionconsumption, and a number ofcertain disease states. Increasing NAD+ levels may be increased with administration ofthrough NAD+ precursors, calorie restrictionrestriction, andor moderate exercise.exercise has been shown to support healthy cellular function. We are at the forefront of exploringdeveloping and commercializing effective methods to increasesupport NAD+ levels and supportpromote healthy aging.

Our income (loss) per share applicable to common stockholders for the years indicated is calculated as follows:

(1) Includes a weighted average of approximately 167,000 and 174,000 nonvested shares of restricted stock for each of the years ended December 31, 20242025 and 2023, respectively,2024, which are participating securities that feature voting and dividend rights.

Net Sales. Net sales consist of gross sales less discounts and returns. Our total net sales grew from $59.3$67.4 million in 20202021 to $99.6$129.4 million in 2024,2025, representing a 14% compound annual growth rate.rate of 18%.

In 2024,2025, our total net sales increased 19%,30%, up $16.0$29.8 million, from 2023.2024. The pharmaceutical segment did not generate revenue during the periods presented.

•In 2024,2025, Tru Niagen® sales increased by $7.2$20.9 million, or 10%,27%, compared to 2023.2024. This growth was primarily driven by a $6.7$16.2 million increase in sales from our e-commerce business, alongreflecting withcontinued growth in consumer demand and effective digital marketing initiatives. The remaining increase was attributable to higher sales to distributor partners.partners of approximately $5.6 million. These gainsincreases were partially offset by a decline of approximately $0.3$0.9 million in sales to A.S. Watson, which was considered a related party for part of the year.Watson.

•In 2024,2025, total ingredient sales were the primary driver of overall sales growth, increasingincreased by $8.7$8.9 million, or 78%,45%, compared to 2023.2024. This growth was primarily attributeddriven by higher sales to the expansion of new partnerships and the strengthening of existing ones, particularly within our food-grade Niagen® ingredient business,partners, which contributed $7.0approximately million$6.6 inmillion. higherIn netaddition, sales. Additionally, the launchsales of our pharmaceutical-grade Niagen® ingredient inincreased 2024by generated$2.1 $1.7million, millionreflecting inthe newinclusion sales.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 20242025 compared to 2023, primarily due to higher sales of quality-control reference standard products. Sales in this segment fluctuate based on the timing of customer projects.2024.

•Cost of sales, as a percentage of net sales, for our consumer products segment can fluctuate due to business mix, product mix, inflationary costs, and optimization efforts in our supply chain, among other factors. For the year ended December 31, 2024, our consumer products segment maintained a stable2025, cost of sales,sales as a percentage of net sales,sales atimproved 36%by 200 basis points compared to the same period in 2023.2024. 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. InFor 2024,the year ended December 31, 2025, cost of sales for our ingredients segment as a percentage of net sales improvedremained byat 60039%, basisunchanged points compared to 2023, primarily due to better labor and overhead utilization rates driven by higher sales, as well as shifts in product mix followingfrom the launchprior of our pharmaceutical-grade Niagen®.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. In 2024,2025, cost of sales as a percentage of net sales improved by 1,4001,500 basis points compared to 2023,2024. primarily dueDue to athe restructuringsegment’s ofsmaller supplyscale, chainrelatively overheadsmall costschanges relatedin tocost referencestructure standards,have whichhistorically resulted in costsignificant efficiencies.percentage Thisvariability. realignment also impactedNet sales andwere marketingrelatively expense.stable, while cost of sales declined modestly compared to the same period in 2024.

Gross Profit (Loss).Profit. Gross profit (loss) isrepresents 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,materials, labor, overhead, services and delivery. Since 2020,2021, total gross profit grewincreased from $35.3$41.5 million to $61.6$83.2 million in 2024,2025, representing a 15% compound annual growth rate.rate of approximately 19%. For fiscal year 20242025, gross profit increased $10.8$21.6 million, or 21%,35%, compared to 2023.2024. Our overall gross margin percentage remainedwas strong at 61.8%64.3% for fiscal year 2024,2025, increasingan 100increase of 250 basis points compared to 2023.2024.

The following table sets forth our total gross profit (loss) by reportable segment:

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.

Total sales and marketing expenses increased by $3.0$6.0 million, or 11%,20%, to $35.5 million in 2025 compared to $29.5 million in 2024 compared to $26.4 million in 2023.2024. As a percentage of net sales, total sales and marketing expenses improved byto 20027% basisin points2025 tofrom 30% in 20242024, fromreflecting 32%improved inoperating 2023.leverage. Changes in sales and marketing expense, as a percentage of net sales, were primarily driven by the following:

•For our analytical reference standards and services segment, sales and marketing expense increaseddecreased to $501,000approximately $0.3 million in 20242025 from $372,000$0.5 million in 2023.2024. As a percentage of net sales, these expenses increased by 400 basis pointsdecreased to 11% in 2025 from 17% in 20242024. fromThe 13%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 2023.absolute dollars and as a percentage of net sales.

Operating Expenses - Research and Development. Research and development (R&D) expenses consist primarily of headcount,personnel-related costs, clinical trials, product developmentdevelopment, and process development expenses. ResearchPrior-period andamounts developmenthave been recast to conform to the current period segment presentation. R&D expenses by reportable segment were as follows:

•WeThe allocateremaining R&D expenses related to our Niagen® branded ingredient are allocated to the consumer products and ingredients segments based on recorded revenues. For the year ended December 31, 2024,2025, total R&D expenses increasedallocated to consumer products and ingredients segments decreased by $1.1$0.2 million compared to 2023, reflecting increased investment in key R&D initiatives, including support for the launch of the Niagen Plus product line featuring pharmaceutical-grade Niagen®. This increase was partially offset by a $0.3 million refund related to a discontinued R&D project.2024.

Nonoperating income - Interest Income, net.(expenses). 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$2.1 million and $0.7$1.1 million for the years ended December 31, 20242025 and 2023,2024, respectively. 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 (loss) less total operating expenses plus nonoperating income, net. Since 2020,2021, total net loss has improved from $(19.927.1) million to a net income of $8.6$17.4 million in 2024.2025. For the year ended December 31, 2024,2025, net income (loss) improved $13.5$8.8 million, or 273%,103%, compared to prior year ended December 31, 2023.2024.

•If we are unable to maintain or develop sales, marketing and distribution capabilities or maintain or develop arrangements with third parties to sell, market and distribute our products, including through third-party e-commerce marketplaces, our business may be harmed.

In addition, we face several risks associated with international business and are subject to global events beyond our control, including war, public health crises, such as pandemics and epidemics, trade disputes, economic sanctions, trade wars and their collateral impacts and other international events. Any of these changes could have a material adverse effect on our reputation, business, financial condition or results of operations. There may be changes to our business if there is instability, disruption or destruction in a significant geographic region, regardless of cause, including war, terrorism and related sanctions and countermeasures, riot, civil insurrection or social unrest; and natural or man-made disasters, including extreme weather events due to climate change, famine, flood, fire, earthquake, storm or disease. The effects of rising global inflation,inflation are difficult to predict, but could adversely impact geopolitical and macroeconomic conditions, the global economy, and contribute to increased market volatility, which may in turn adversely affect our business and operations.

•the expenses we incur in developing and commercializing our products, including research and development and clinical expenses associated with potential pharmaceutical products, the cost of obtaining and maintaining regulatory approvals and developing new distribution channels; and

We face significant competition, including changesfrom inother pricing.supplements such as NMN.

Additionally, some competitorscompetitors, including sellers of NMN, may engage in misleading marketing practices, including mislabeling their products by overstating ingredient levels or making claims that their products provide benefits similar to ours without scientific support. These practices may mislead consumers into purchasing inferior or ineffective alternatives, thereby eroding our market share and damaging the credibility of the product category as a whole. If such competitors gain traction in the marketplace, our ability to differentiate our scientifically validated products may be diminished, negativelywhich impactingcould adversely affect demand from consumers and ingredient customers, our salespricing and contractual terms, our gross margins, and overall business.

Substantial, complex or extended litigation could cause us to incur significant costs and distract our management. For example, lawsuits by employees, stockholders, collaborators, distributors, customers, competitors or others could be very costly and substantially disrupt our business. Disputes from time to time with such companies, organizations or individuals are not uncommon, and we cannot assure you that we will always be able to resolve such disputes on terms favorable to us. We have been, and may in the future be, subject to consumer class actions and other claims challenging the accuracy, substantiation or presentation of our advertising, marketing and product claims. Refer to Note 8, Commitments and Contingencies, Contingencies in the Notes to the Unaudited Condensed Consolidated Financial Statements, included in Part I, Item 1 of this Quarterly Report on Form 10-Q, for more detail. Unexpected results could cause us to have financial exposure in these matters in excess of recorded reserves and insurance coverage, requiring us to provide additional reserves to address these liabilities, therefore impacting profits.

While we have recorded net income in both of the years ended December 31, 2025 and 2024, and have recorded net income of approximately $6.3$7.3 million for the threesix months ended MarchJune 31,30, 2026, we may not be able to sustain profitability in future periods. Our history of net losses and negative cash flow have had, and may continue to have, an adverse effect on our stockholders’ equity and working capital, and if we are not able to sustain profitability in the future, our stock price may be depressed. We expect to continue to incur increasing expenses as we develop our sales, marketingmarketing, distribution and other commercial infrastructure and continue to develop and commercialize our products, including the cost of obtaining and maintaining regulatory approvals, and establishing new distribution channels for pharmaceutical-grade Niagen®.

As of MarchJune 31,30, 2026, our cash and cash equivalents totaled approximately $66.5$66.7 million, of which $66.4$66.6 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. We believe that our existing cash resources and available borrowings are sufficient to fund our current operating plans for at least the next twelve months. However, we may require additional funds beyond that period, either through additional equity or debt financings, including pursuant to the At Market Issuance Sales Agreement with RaymondCanaccord JamesGenuity & Associates, Inc.LLC and Roth Capital Partners, LLC (ATM Facility), or collaborative agreements, lines of credit from other banks, or other sources. We have no commitments to obtain such additional financing, and we may not be able to obtain any such additional financing on terms favorable to us, or at all. Further, in recent years, as a result of various factors including global instability, increased interest rates, and inflationary conditions, among other factors, the global credit and financial markets have experienced extreme volatility, including diminished liquidity and credit availability and uncertainty about economic stability. There can be no assurance that further deterioration in credit and financial markets and confidence in economic conditions will not occur. If equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult to obtain, more costly and/or more dilutive. If adequate financing is not available, the Company will delay, postpone or terminate product and service expansion and curtail certain selling, general and administrative operations. The inability to raise additional financing may have a material adverse effect on the future performance of the Company.

In the ordinary course of our business, we may collect, process, store and transmit proprietary, confidential and sensitive information, including personal information (including health information), intellectual property, trade secrets, and proprietary business information owned or controlled by us or other parties. We use our data centers and our networks, and those of third parties, to store and access our proprietary business and other sensitive information. We and the third parties upon which we rely may face various cyber security threats, which are prevalent and continue to increase, including, without limitation, cyber security attacks on our information technology infrastructure 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. We rely upon third-party service providers and technologies to operate critical business systems to process confidential and personal information in a variety of contexts, including, without limitation, third-party providers of cloud-based infrastructure, employee email, and other functions. Our ability to monitor these third-party providersproviders’ information security practices is limited, and these third parties may not have adequate information security measures in place. Ransomware attacks, including those from organized criminal threat actors, nation-states and nation-state supported actors, are becoming increasingly prevalent and can lead to significant interruptions, delays, or outages in our operations, loss of data, loss of income, significant extra expenses to restore data or systems, reputational loss and the diversion of funds. Similarly, supply-chain attacks have increased in frequency and severity, and we cannot guarantee that third parties and infrastructure in our supply chain or our third-party partners’ supply-chains have not been compromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our information technology systems or the third-party information technology systems that support us and our services. There may be additional cyber security threats as our employees have the ability to work from home, utilizing network connections outside of the Company premises. Any of the previously identified or similar threats could cause a security incident or other interruption and could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to data. A security incident or other interruption could disrupt our ability (and that of third parties upon whom we rely) to provide our products and services. Despite our efforts to identify and remediate vulnerabilities, if any, in our information technology systems (including our products), our efforts may not be successful. Further, we may experience delays in developing and deploying remedial measures designed to address any such identified vulnerabilities.

As part of our business strategy, we are pursuing the development of NAD precursors for potential therapeutic applications, including in advanced aging-related and rare diseases, and may seek to develop partnerships or licensing arrangements to monetize our proprietary molecules for pharmaceutical applications. However,To theredate, these efforts have been limited to research and development activities, including preclinical and clinical studies and regulatory planning, and we do not currently generate revenue from these activities. Pharmaceutical development is costly, time-consuming and uncertain, and we may incur increasing research and development, clinical, regulatory and other expenses as these activities progress. There is no guarantee that we will be able to successfully advance any product candidate or identify suitable partners, negotiate favorable terms, or successfully execute such partnerships. Even if we enter into agreements with third parties, our ability to generate revenue from these arrangements will depend on various factors, including our partners' willingness and ability to invest in research, development, and commercialization efforts.

Our customers pay for consumer products using a variety of different payment methods, including credit and debit cards, gift cards and online wallets. Our offerings may be eligible for purchase using health savings account (HSA) or flexible spending account (FSA) funds. We rely on internal systems, as well as those of third parties, to process payment. Acceptance and processing of these payment methods are subject to certain rules and regulations and require the payment of interchange and other fees. We depend on contractors, vendors and other third parties to process HSA/FSA purchases and to make eligibility determinations in accordance with applicable IRS and health insurance plan requirements. To the extent there are disruptions in our payment processing systems, increases in payment processing fees, material changes in the payment ecosystem, such as large re-issuances of payment cards, delays in receiving payments from payment processors, or changes to rules or regulations concerning payment processing or HSA/FSA eligibility, our revenue, operating expenses and results of operations could be adversely impacted. Compliance with the Payment Card Industry Data Security Standard and implementing related procedures, technology and information security measures requires significant resources and ongoing attention, and any security incident involving cardholder data could subject us to significant penalties and liability. We leverage our third-party payment processors to bill customers on our behalf. If these third parties become unwilling or unable to continue processing payments on our behalf, we will have to find alternative methods of collecting payments, which could adversely impact customer acquisition and retention. In addition, from time to time, we encounter fraudulent use of payment methods, which could impact results of operationsoperations.

Failure by outsourcing facilities that produce pharmaceutical-grade Niagen® and related finishfinished products to adequately perform their obligations could harm our business or financial results.

Any failure by clinicsclinics, healthcare providers, pharmacies, and other third parties administering Niagen Plus products could adversely affect our brand and reputation.

Although we are independent from the clinics that administer Niagen Plus products, which feature pharmaceutical-grade Niagen®, our brand may be negatively affected by issues arising at the clinic level. We advertise locations where consumers can receive Niagen Plus products, which may create an association between our brand and the services provided by these third-party clinics. We have limited control over the prices charged by clinics or other third-parties for Niagen Plus products and related services, and efforts to restructure our commercial arrangements may not enable us to achieve desired pricing or consumer accessibility.

If clinicsclinics, healthcare providers, pharmacies or other third parties administering Niagen Plus products fail to adhere to proper medical protocols, engage in misleading marketing practices, or face regulatory scrutiny, our brand reputation could suffer, even if we are not directly responsible for their actions. Additionally, any adverse events or negative customer experiences at these clinics could erode consumer trust in our products and impact demand. While we seek to partner with reputable clinics, healthcare providers, pharmacies and other third parties, we cannot control their operations, including their pricing practices, and any issues atarising thefrom clinictheir levelactivities could have a material adverse effect on our business and reputation.

We believe the dietary supplement and intravenous therapies market are highly dependent upon consumer perception regarding the safety, efficacy and quality of dietary supplements generally, as well as of products distributed specifically by us. Consumer perception of our products can be significantly influenced by scientific research or findings, regulatory investigations, litigation, national media attention, social media and other publicity regarding the consumption of dietary supplements. We cannot assure you that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favorable to the dietary supplement market or any product, or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favorable than, or that question, such earlier research reports, findings or publicity could have a material adverse effect on the demand for our products and consequently on our business, results of operations, financial condition and cash flows. Challenges to, or adverse determinations regarding, the substantiation or presentation of our advertising and marketing claims, including by self-regulatory organizations, competitors, marketplaces or plaintiffs, could require us to modify or discontinue claims, result in restrictions on the sale or promotion of our products, expose us to litigation or regulatory scrutiny and adversely affect consumer perception and demand.

Our dependence upon consumer perceptions means that adverse scientific research reports, findings, regulatory proceedings, litigation, media attention or other publicity, if accurate or with merit, could have a material adverse effect on the demand for our products, the availability and pricing of our ingredients, and our business, results of operations, financial condition and cash flows. For example, negative publicity or consumer concerns regarding competitors’ products — such as nicotinamide mononucleotide (NMN) or similar ingredients — could reduce consumer confidence in dietary supplements generally or in products within the same category, which could in turn adversely affect demand of our products. Further, adverse public reports or other media attention regarding the safety, efficacy and quality of dietary supplements in general, or our products specifically, or associating the consumption of dietary supplements with illness, could have such a material adverse effect. Even media attention that is immaterial or inaccurate can have an impact on our sales or financial results if widely disseminated to our customers. Any such adverse public reports or other media attention could arise even if the adverse effects associated with such products resulted from consumers’ failure to consume such products appropriately or as directed and the content of such public reports and other media attention may be beyond our control.

As a consumer product and ingredient supplier we market and manufacture products designed for human and animal consumption. We are subject to product liability claims if the use of our products is alleged to have resulted in injury. Our products include ingredients classified as dietary supplements, or natural health products, and, in most cases, are not subject to pre-market regulatory approval in the United States. Previously unknown adverse reactions resulting from human consumption of these ingredients could occur. In addition, the products we sell are produced by third-party manufacturers and outsourcing facilities. As a marketer of products manufactured by third parties, we also may be liable for various product liability claims for products we do not manufacture. We may also be subject to claims arising from products prescribed, compounded, dispensed, sold or administered by independent healthcare providers, pharmacies, clinics or other third parties, particularly where such products bear our name or branding, even if the alleged injury results from conduct or services that we do not control. We have, and may in the future, be subject to various class action lawsuits and product liability claims, including, among others, that our products include inadequate instructions for use or inadequate warnings concerning possible side effects and interactions with other substances. A product liability claim or class action litigation against us could result in increased costs and could adversely affect our reputation with our customers, which, in turn, could have a materially adverse effect on our business, results of operations, financial condition and cash flows.

We may experience delays in the development in,of, or may never develop, any additional products to commercialize.

•we may rely on third-parties to develop and produce our products, which could lead to increased costs, unanticipated delays, or other negative impactsimpacts, and we may be unable to identify or enter into suitable strategic collaborations or licensing agreements;

•we may not have adequate financial or other resources to complete the development or to commence the commercialization of our products or willmay not have adequate financial or other resources to achieve significant commercialization of our products;

Demand for our products and services areis subject to the commercial success of our customers’ products, which may vary for reasons outside our control.

Our success depends significantly on our ability to protect our proprietary rights to the technologies used in our products. We rely on patent protection, as well as a combination of copyright, trade secret and trademark laws and nondisclosure, confidentiality and other contractual restrictions to protect our proprietary technology, including our licensed technology. However, these legal means afford only limited protection and may not adequately protect our rights or permit us to gain or keep any competitive advantage. For example, our pending United States and foreign patent applications may not issue as patents in a form that will be advantageous to us or may issue and be subsequently successfully challenged by others and invalidated. In addition, our pending patent applications include claims to material aspects of our products and procedures that are not currently protected by issued patents. Both the patent application process and the process of managing patent disputes can be time consuming and expensive. Competitors may be able to design around our patents or develop products which provide outcomes which are comparable or even superior to ours. Steps that we have taken to protect our intellectual property and proprietary technology, including entering into confidentiality agreements and intellectual property assignment agreements with some of our officers, employees, consultants and advisors, may not provide us with meaningful protection for our trade secrets or other proprietary information in the event of unauthorized use or disclosure or other breaches of the agreements. Furthermore, the laws of foreign countries may not protect our intellectual property rights to the same extent as do the laws of the United States. Additionally, our patent portfolio may protect both existing and potential commercial opportunities, even if we do not currently commercialize products covered by those patents. If we are unable to successfully enforce such patents, we may lose competitive or potential future commercialization opportunities.

In the event a competitor infringes our licensed or pending patent or other intellectual property rights, enforcing those rights may be costly, uncertain, difficult and time consuming. Even if successful, litigation to enforce our intellectual property rights or to defend our patents against challenge could be expensive and time consuming and could divert our management’s attention. In particular, the final outcome of our litigation with Elysium Health, Inc. and Elysium Health LLC (collectively, “Elysium”) may have an adverse effect on our financial condition. See Note 8, Commitments and Contingencies, Legal Proceedings in the Notes to the Unaudited Condensed Consolidated Financial Statements, included in Part I, Item 1 of this Quarterly Report on Form 10-Q. We may not have sufficient resources to enforce our intellectual property rights or to defend our patentspatent rights against a challenge. The failure to obtain patents and/or protect our intellectual property rights could have a material and adverse effect on our business, results of operations and financial condition.

We have obtained licenses from third parties for patents and patent application rights related to ingredients and/or the products we are developing, allowing us to use intellectual property rights owned by or licensed to these third parties. We do not control the maintenance, prosecution, enforcement or strategy for many of these patents or patent application rights and as such are dependent in part on the owners of the intellectual property rights to maintain their viability. If any third-party licensor is unable to successfully maintain, prosecute or enforce the licensed patents and/or patent application rights related to our products, we may become subject to infringement or misappropriatemisappropriation 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.

Governmental agencies throughout the world, including in the United States, strictly regulate the pharmaceutical, dietary supplement, food and cosmetic industries. Changes in regulation or regulatory priorities, such as a relaxation in regulatory requirements or the introduction of simplified drug approval procedures, or an increase in regulatory requirements that we may have difficulty satisfying or that make our services less competitive, could eliminate or substantially reduce the demand for our services or adversely impact our ability to comply with the new regulations. For example, recent FDA decisions, including the determination that nicotinamide mononucleotide (NMN) may be lawfully marketed as a dietary ingredient, if not overturned or superseded, may reflect a relaxation of prior regulatory positions and could result in additional competition or reduced demand for our products and services. Also, if the government makes efforts to contain drug costs and pharmaceutical and biotechnology company profits from new drugs, or if health insurers were to change their practices with respect to reimbursements for pharmaceutical products, our customers may spend less, or reduce their spending on research and development. For example, recent executive orders have sought to implement “most-favored nation” pricing policies for certain drug and pharmaceutical manufacturers, although the mechanisms by which these policies may be implemented have not yet been determined.

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. Failure to comply with these laws and regulations could subject us to fines, penalties and additional costs.

We are pursuing an investigational new drug (IND) application with the FDA with respect to the potential for one of our patented NAD precursors to be used as a treatment for Ataxia telangiectasiaAtaxia-Telangiectasia (ATA-T), a rare disease with less than 200,000 cases diagnosed in the U.S. per year, and have obtained Orphan Drug Designation (ODD) and Rare Pediatric Disease (RPD) designation from the FDA. There is no guarantee that our IND application will be successful, or that we will be able to successfully commence or complete clinical trials or a new drug application forobtain FDA approval for the use of our patented NAD precursor as a treatment for AT. Any delay or failure in advancing the development of our patented NAD precursor as a potential treatment for AT could result in additional costs, and we may not recover the expenses incurred or realize any commercial benefit from these efforts.

We are also subject to various federal, state, local and international laws and regulations that govern the handling, storage, transportation, disposal, manufacture, use and sale of substances that are or could be classified as toxic or hazardous substances. Some risk of contamination or injury from toxic or hazardous substances is inherent in our operations and the products we manufacture, sell, or distribute, for which we could be held liable. In addition, we may incur substantial costs to comply with current or future environmental, health and safety laws and regulations. Current or future environmental, health and safety laws and regulations may impair our research, development or production efforts. In addition, failure to comply with these laws and regulations may result in fines and penaltiespenalties, product recalls or the imposition of restrictions on our ability to carry on with or expand a portion or all of our operations, which could materially adversely affect our business, financial condition or results of operations.

•our operating results arefalling below expectations;

As of MarchJune 31,30, 2026, we had outstanding options for an aggregate of approximately 9.910.0 million shares of common stock at a weighted average exercise price of $3.80$3.82 per share and unvested restricted stock units and market performance stock units of approximately 0.1 million shares and 1.5 million shares, respectively.

Once these awards vest and in the case of stock options, once they are exercised -exercised, the resulting shares may be sold in the public market, subject to compliance with our insider trading policies and any applicable requirements under our equity incentive plans. While these policies and plans impose certain restrictions on the timing and method of sale, they generally permit holders to sell shares in the open market.

Companies across many industries are facing increased scrutiny, including by consumers, investors, employees and other stakeholders, as well as by governmental and non-governmental organizations surrounding environmental, social and governance (ESG) practices. This increased scrutiny and changing expectations with respect to the Company’s ESG practices as well as new laws and regulations may result in additional costs or risks. The State of California passed the Climate Corporate Data Accountability Act and the Climate-Related Financial Risk Act that, if not overturned or amended, will impose broad climate-related disclosure obligations on certain companies doing business in California, starting in 2026. While we are not currently subject to these disclosure requirements, if we become subject to them in the future they could result in additional compliance costs and risks. New laws and regulations or more stringent interpretations of existing laws and regulations, such as those related to climate change, could affect the operation of our properties or result in significant additional expense and restrictions on our business operations. If we are unable to satisfy such new criteria, investors may conclude that our policies with respect to environmental, social, or corporate responsibility are inadequate. We risk damage to our brand and reputation in the event that our ESG procedures or standards do not meet or are perceived to not meet the standards set by various constituencies, which could lead to the loss of existing or potential customers and reduced sales.

Developing and achieving ESG initiatives may result in increased costs in our supply chain, fulfillment, and/or corporate business operations, and could deviate from our initial estimates and have a material adverse effect on our business and financial condition. Investor advocacy groups, certain institutional investors, investment funds and other influential investors have been increasingly focused on ESG practices and in recent years have placed increasing importance on the non-financial impacts of their investments. Topics taken into account in such assessments include, among others, the company’s efforts and impacts on climate change and human rights, ethics and compliance with law and the role of the Company’s board of directors in supervising various sustainability issues. If we do not achieve publicly announced ESG goals or our competitors’ ESG performance metrics are perceived to be more favorable than ours, our reputation may be harmed, and potential or current investors may elect to invest with our competitors instead. Also in recent years, “anti-ESG” sentiment has gained momentum across the U.S., with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives, and the President having issued executive orders opposing diversitydiversity, equity and inclusion (“DEI”) initiatives in the private sector. Institutional investors and proxy advisory firms have also updated their guidelines and expectations with respect to ESG and DEI initiatives. Such anti-ESG and anti-DEI-related policies, legislation, initiatives, litigation, and scrutiny could result in us facing additional compliance obligations, becoming the subject of investigations and enforcement actions, or sustaining reputational harm, which could adversely impact our financial condition and results of operations. In light of investors’ and other stakeholders’ increased focus on ESG matters, there can be no certainty that we will manage such issues successfully, or that we will meet our investors’ ESG expectations, which continue to evolve, and we may incur additional costs and our brand’s ability to attract and retain qualified employees and business may be harmed.

Growth and percentage comparisons made herein generally refer to the three and six months ended MarchJune 31,30, 2026 compared with the three and six months ended MarchJune 31,30, 2025 unless otherwise noted. Unless otherwise indicated or unless the context otherwise requires, all references in this document to “we,” “us,” “our,” the “Company,” “Niagen Bioscience” and similar expressions refer to Niagen Bioscience, Inc., and depending on the context, its subsidiaries.

There are more than 525 published human clinical studies related to NAD+ and its role in health. Areas of study include, but are not limited to, understanding NAD+’s role in rare diseases such as Ataxia-Telangiectasia, neurodegenerative diseases, neuropathy, sarcopenia, liver disease and heart failure. Through our Niagen Research Program (NRP®), formerly the ChromaDex External Research Program (CERP®), we have established research collaborations with universities and research institutions that contribute to peer-reviewed publications advancing the understanding of NAD+ biology and informing the development of our products and technologies.

We develop and commercialize finished consumer products that incorporate our proprietary ingredient, Niagen®. Our primary consumer offering is Tru Niagen®, a dietary supplement available directly to consumers and through distributors. We have also expanded our Tru Niagen® product line to include additional formulations and formats, as well as stick packs and a recently introduced topical skincare product, each incorporating Niagen®.

We develop and supply proprietary ingredient technologies, including food-grade and pharmaceutical-grade Niagen®. Food-grade Niagen® is supplied as a dietary and food ingredient to manufacturers of consumer products. Pharmaceutical-grade Niagen® is supplied to U.S. FDA-registered 503B outsourcing facilities and certain international compounding pharmacies for use in compounded intravenous and injectable formulations, subject to applicable regulatory requirements. The Company also supports clinician-directed telehealth access to prescription-based Niagen® offerings. These formulations are marketed by the compounding pharmacies as Niagen IV and Niagen injectable products, including under the name “"Niagen Plus.”"

We are pursuing the development of NAD+certain precursorsproprietary molecules for potential therapeutic applications, including inrare advancedgenetic aging-relateddiseases and rareaging diseases.related Todisorders. date,Our theseactivities effortsinclude havepreclinical beenand limitedclinical tostudies, regulatory planning, and other research and development activities, including preclinical and clinical studies and regulatory planning,efforts, and we do not currently generate revenue from these activities. We may pursue internal development as well as strategic collaborations or licensing arrangements.

In connection with the sale, we entered into a transition services agreement (TSA) under which we will provide certain operational and administrative services to the buyer for a period of up to six months following the closing date. We will receive service fees for these services, which are recognized as the services are performed. During the three and six months ended MarchJune 31,30, 2026, we recognized $74,000$236,000 and $310,000 of transition services revenue, respectively, which is included in net sales. The net sales and cost of sales from this TSA are temporary in nature and are not expected to recur beyond the transition period.

As of MarchJune 31,30, 2026, our cash and cash equivalents totaled approximately $66.5$66.7 million, of which $66.4$66.6 million was unrestricted. We anticipate that our current unrestricted cash and cash equivalents and cash to be generated from net sales will be sufficient to meet our financial obligations as they become due over at least the next twelve months. We may, however, seek additional capital in the next twelve months, both to meet our projected operating plans after the next twelve months and/or to fund our longer-term strategic objectives.

For the periods presented, we operated our business through four operating segments that offer differentiated products and services. Through our Consumer Products segment, we provide finished consumer products containingincorporating our proprietary ingredients directly to consumers and distributors, including dietary supplements and a recently introduced topical skincare product. We deliver food-grade Niagen® as the sole or principal ingredient in our consumer product line, Tru Niagen®.

Our Ingredients segment develops and commercializes proprietary ingredient technologies, including food-grade Niagen® and pharmaceutical-grade Niagen®, and supplies these ingredients as raw materials to manufacturers of consumer products and U.S. FDA-registered 503B outsourcing facilities, respectively.respectively, and supports clinician-directed telehealth access to prescription-based Niagen® offerings.

Our PharmaceuticalPharmaceuticals segment is focused on the research and development of NAD+proprietary precursorsmolecules for potential therapeutic applications, including in advancedrare aging-relatedgenetic diseases and rareaging diseases.related disorders. To date, this segment has been limited to research and development activities, including preclinical and clinical studies and regulatory planning, and does not currently generate revenue.

Our consolidated net sales, net income and income per share for the three and six months ended MarchJune 31,30, 2026 and 2025 are as follows:

Total net sales increaseddecreased by $1.0$1.3 million and $0.3 million for the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the same periodperiods in 2025. The increasedecrease inwas primarily attributable to lower net sales wasfrom attributableour toingredients segment and the absence of analytical reference standards and services revenue following the February 2026 disposition of that business, partially offset by growth within our consumer products and ingredients segments.segment. The pharmaceuticalpharmaceuticals segment did not generate revenue during the periodperiods presented. Detailed changes in net sales were driven by the following:

•Within our consumer products segment, Tru Niagen® sales increased by $0.9$1.5 million and $2.4 million for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the corresponding periodperiods in 2025. This growth was primarily driven by increased e-commerce channel performance, which grew by approximately $2.4$2.5 million and $4.8 million, respectively, compared to prior year periods, reflecting increased customer demand and acquisition. Sales to A.S. Watson'sWatson Group were lower by $2.4$2.3 million and $4.7 million, respectively, compared to the prior year,year periods, partially offset by increased sales to other distribution channels by $0.9$1.3 million and $2.2 million. Growth within other distribution channels was driven in part by increased cross-border sales into China, which increased approximately $1.0 million and $1.6 million for the three and six months ended June 30, 2026, respectively, compared to the corresponding prior-year periods. The decline in sales to A.S. Watson’sWatson Group reflects variability in ordering patterns and commercial activity during the period. We continue to engage with this partner on marketing and sales initiatives to support the ongoing relationship.

•Total ingredient sales increaseddecreased by $0.4$2.2 million and $1.8 million for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the same periodperiods in 2025. The increasedecrease was primarily driven by higherlower sales to food-grade Niagen® partners, which contributeddeclined by approximately $0.3$1.1 million ofand growth,$0.7 million, respectively, as well as an increase in other ingredient sales of approximately $0.2 million. These increases were partially offset by a decrease inlower pharmaceutical-grade Niagen® sales duringof the$1.0 periodmillion comparedand $1.1 million respectively. Food-grade ingredient sales were impacted by lower purchasing from a significant customer due to thesofter priordownstream year.demand and sell-through. Pharmaceutical-grade sales also reflected reduced purchasing expectations from certain partners. Ingredient partner orders areremain subject to timing variability and may fluctuate quarter to quarter.variability.

•Analytical reference standards and services net sales weredecreased $0.4by $0.8 million lowerand $1.2 million for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the same periodperiods in 2025,2025. dueThe todecreases reflect the periodsFebruary not being fully comparable, as the prior year period reflects a full quarter of operations, while the current period reflects partial-period activity following the2026 divestiture of the businessAnalytical segment.Reference Standards and Services business, resulting in only partial-period revenue being recognized during the current-year periods. As a result of the divestiture, we do not expect to generate any additional net sales from this segment in future periods.

•Corporate and other net sales represent revenue generated under athe transition services agreement (TSA) entered into in connection with the February 2026 disposition of our Analytical Reference Standards and Services operating segment. TheseThe TSA provides for specified transition services are provided to support the buyer’s transition and are expected to continuebuyer for a period of up to six months following the closing date. Accordingly, thisthe related revenue is temporary in nature and is not expected to recur beyond the transition period.

Cost of sales includeincludes raw materials, labor, overhead, and delivery costs. The following table sets forth our total cost of sales by reportable segment:

•Cost of sales, as a percentage of net sales, within our consumer products segment canmay fluctuatevary due to changes in business mix, product mix, costs of components, inflationary pressures, and optimization efforts in our supply chain, amongand other factors. For the three and six months ended MarchJune 31,30, 2026, cost of sales as a percentage of net sales improveddecreased by approximately 40 basis points and 50 basis pointspoints, respectively, compared to the same periodperiods in 2025. The modest improvement was attributable to a favorable shift in business mix, with e-commerce representing a greater portion of segment net sales, which generally carries higher gross margins, and the use of lower-cost inventory purchases.margins.

•Cost of sales, as a percentage of net sales, in our ingredients segment are influenced by several factors including inventory purchase costs, fixed supply chain overhead costs andoverhead, transportation and storage costs.costs, product mix, and other factors. For the three and six months ended MarchJune 31,30, 2026, cost of sales as a percentage of net sales increased by approximately 350720 basis points and 510 basis points, primarilyrespectively, duecompared to athe same periods in 2025. The increase was primarily attributable to an unfavorable shift in businessproduct mix, with food-grade Niagen® representing a greater portionproportion of segment sales and pharmaceutical-grade Niagen® representing a smaller portionproportion of segment salessales, each of which carries a distinct margin profile.profile, Changesresulting in the relative contribution of these products unfavorably affected thelower overall margingross structuremargins forduring the period. Gross margins were also impacted by pricing concessions provided to certain customers to support commercial relationships in a more competitive market environment.

•Corporate and other cost of sales represent expenses incurred under athe TSA entered into in connection with the February 2026 disposition of our Analytical Reference Standards and Services business.operating Thesesegment. The TSA provides for specified transition services are provided to support the buyer’s transition and are expected to continuebuyer for a period of up to six months following the closing date. AsAccordingly, athe result, theserelated cost of sales are temporary in nature and are not expected to recur beyond the transition period.

Gross Profit (loss)

Gross profit (loss) is net sales less the cost of sales and is affected by business and product mix, competitive pricing and costs of products, labor, overhead, services, and delivery, among other factors. The following table sets forth our total gross profit (loss) by reportable segment:

Total sales and marketing expenses increased by $1.6$1.9 million and $3.5 million during the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the same periodperiods in 2025. As a percentage of net sales, total sales and marketing expenses increased by 410760 basis points and 580 basis points, reflectingrespectively. increasedThe increase primarily reflects higher cost of advertising and customer acquisition, investments to support brand growth and planned commercial activities,initiatives, primarilyincluding withinincreased our consumer products segment, as well as operating deleverage as expense growth outpaced net sales growth. Detailed changesspending in salesmarketing channels that are expected to build longer-term brand awareness and marketingcustomer expenseacquisition wererather primarilythan drivengenerate byimmediate the following:revenue.

•For our consumer products segment, sales and marketing expenses increased by $1.5$1.8 million and $3.3 million during the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the same periodperiods in 2025 and, as a percentage of net sales, increased to 42.1%41.0% from 36.9%.35.6% and to 41.5% from 36.2%, respectively. The increase was primarily attributable to higher marketing and advertising expenditures to support brand growth,growth and customer acquisition initiatives, as well as increased personnel-related costs associated with the expansion of our marketing organizationorganization. These initiatives are intended to support anticipatedlong-term futuregrowth growth.and may not result in immediate increases in net sales.

•For our ingredients segment, sales and marketing expense slightly increased by $116,000$0.2 million and $0.3 million during the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the same periodperiods in 2025 and, as a percentage of net sales, increased to 2.2%4.1% from 0.9%.0.7% and to 2.9% from 0.8%. The increase was primarily attributable to increasedhigher marketing and promotional activitiesexpenditures to supportsupporting pharmaceutical-grade Niagen® ingredientcommercialization initiatives, as well as higher employee-related expenses.initiatives.

•For our analytical reference standards and services segment, sales and marketing expense decreased to $44,000 for the three and six months ended MarchJune 31,30, 2026, compared to the corresponding periods in 2025, primarily due to the saleFebruary 2026 disposition of the business segment and the resulting reduction in operating activity following the closing date.activities.

•R&D expenses in our pharmaceuticals segment slightly increased by $0.1 million and $0.2 million for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the same periodperiods in 2025. This increase primarily reflects continued research and development of an NAD+ precursor-based candidate for potential therapeutic applications in rare diseases. These costs were primarily related to ongoing preclinical activities and supporting research infrastructureinfrastructure. In late June 2026, we entered into an agreement with a contract research organization ("CRO") to support the advancement of our development programs. While the agreement had a limited impact on current-period expenses, we expect it to contribute to increased research and aredevelopment consistentexpenditures within future periods as activities under the anticipatedagreement development of this segment.progress.

•The remaining R&D expenses related to our Niagen® branded ingredient are allocated to the consumer products and ingredients segments based on recorded revenues. For the three months ended March 31, 2026, R&D expenses allocated to ourthese consumersegments productsremained generally consistent for the three and ingredientssix segmentsmonths increasedended $123,000June 30, 2026, compared to the samecorresponding periodperiods in 2025. TheLower increasedirect wasconsulting primarilyand drivenproduct development research expenses were largely offset by higher spending on ongoing Niagen Plusother research and development activities, including increased materials and resources supporting these efforts. R&D expenses in the current period also included costs related to scientific engagement activities,initiatives includingsuch as a research conference. We continue to expect variability in R&D spending within these segments to continue to vary based on the timing and scope of specificresearch projects, clinical development activities, scientific engagement initiatives, and internal resource allocation.

Total general and administrative expenses increaseddecreased by $2.1$0.3 million during the three months ended MarchJune 31,30, 2026, compared to the corresponding period in 2025. DuringThe slight decrease was primarily due to lower royalties, professional fees, and employee-related expenses, substantially offset by higher share-based compensation. Total general and administrative expenses increased by $1.8 million during the threesix months ended MarchJune 31,30, 2026, compared to the corresponding period in 2025. The increase was primarily driven by a $1.4$1.3 million increase in provisions for credit losses, reflecting a $1.3 million recovery of credit losses recognized in the prior year quarterperiod that did not occur in 2026, as well as $0.7$1.0 million in higher share-based compensation.compensation, partially offset by lower royalties of $0.7 million. For additional details regarding the prior year recovery of credit losses, refer to our Form 10-K filing for the year ended December 31, 2025, Note 10, Commitments and Contingencies.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of MarchJune 31,30, 2026 and December 31, 2025, we maintained a full valuation allowance against the entire deferred income tax balance. In accordance with ASC 740, Income Taxes, future realization of deferred tax assets depends on the existence of sufficient taxable income, including the expectation of future profitability.

The Company recorded income tax expense of $417,000$106,000 and $523,000 during the three and six months ended MarchJune 31,30, 2026, respectively, representing 6.2%9.9% and 6.7% of earnings before income taxes for the period.respective periods. During the three and six months ended MarchJune 31,30, 2025, the Company recorded $168,000$128,000 and $296,000, respectively, of income tax expense.expense representing 3.4% and 3.3% of earnings before income taxes for the respective periods.

The Company is not currently under examination by the Internal Revenue Service or any other major income tax jurisdiction. As of MarchJune 31,30, 2026 and December 31, 2025, the Company has not identified any material uncertain tax positions requiring a reserve.

Depreciation expense was approximately $116,000$233,000 and $158,000$316,000 for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. We depreciate our assets on a straight-line basis, based on the estimated useful lives of the respective assets.

Amortization expense of intangible assets was approximately $175,000$349,000 and $37,000$75,000 for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. We amortize intangible assets using a straight-line method, generally over 10 years. For licensed patent rights, the useful lives are 10 years or the remaining term of the patents underlying licensing rights, whichever is shorter. The useful life of subsequent milestone payments that are capitalized match the remaining useful life of the initial licensing payment that was originally capitalized.

Noncash lease expense related to right-of-use assets was approximately $173,000$352,000 for both the threesix months ended MarchJune 31,30, 2026 andcompared Marchto 31,$332,000 for the six months ended June 30, 2025.

From inception through MarchJune 31,30, 2026, we have incurred aggregate losses of approximately $158.2$157.2 million. These losses are primarily due to expenses associated with the development and expansion of our operations and investments to protect our intellectual property, including litigation-related expenses. Historically, our operations were financed primarily through capital contributions, including the issuance of common stock in private placements, as well as cash generated from sales. As our operating results and cash generation have improved, our liquidity profile has strengthened.

As of MarchJune 31,30, 2026, we had cash and cash equivalents of $66.5$66.7 million, including $152,000approximately $0.2 million of restricted cash. Our cash and cash equivalents as of MarchJune 31,30, 2026 consisted of bank deposits and short-term investments ofin highly liquid investment-grade debt instruments with an original maturity of three months or less. In addition, as of MarchJune 31,30, 2026, we had purchase obligations of approximately $18.5$20.5 million related to inventory purchase commitments and approximately $3.0$2.6 million related to future minimum lease obligations under commenced leases to be paid over twelve months and four years, respectively, as well as fixed, unconditional deferred consideration obligations of approximately $9.5 million and £0.4 million payable through 2038 in connection with the assignment of certain patent rights. During June 2026, we entered into a new operating lease for office space in Los Angeles with a contractual commencement date of April 1, 2027, subject to certain early access provisions. Because the lease had not commenced as of June 30, 2026, no related right-of-use asset or lease liability has been recognized in the accompanying Unaudited Condensed Consolidated Balance Sheets. Upon commencement of the lease, we expect to recognize the associated operating lease assets and liabilities in accordance with ASC 842. As of MarchJune 31,30, 2026 and December 31, 2025, we had no material off-balance sheet arrangements and no borrowings outstanding under our line of credit. We believe that our current unrestricted cash and cash equivalents, together with cash expected to be generated from operations will be sufficient to meet our financial obligations as they become due over at least the next twelve months and beyond. In addition, pursuant to the Sales Agreement with Canaccord Genuity LLC and Roth Capital Partners, LLC entered into on June 26, 2026 (ATM Facility), our ATM facility provides us with the ability to raise up to $50.0 million of additional capital, subject to market conditions. As of the date of this Quarterly Report on Form 10-Q, we have not sold any shares under the ATM Facility.

Net cash (used in) provided by operating activities: Cash used in or provided by operating activities is net income adjusted for certain non-cash items and changes in operating assets and liabilities. For the threesix months ended MarchJune 31,30, 2026, net cash used in operating activities was approximately $1.2 million, compared to net cash provided by operating activities ofwas approximately $7.9$1.6 million, compared to approximately $9.1 million for the same period in 2025, representing a decrease of $9.1$7.6 million.

Net income for the threesix months ended MarchJune 31,30, 2026 was $6.3$7.3 million, compared to $5.1$8.7 million for the same period in 2025. Net income in the current period includes several non-cash items, including $1.7$3.4 million of share-based compensation expense and a $4.8 million gain on the sale of the analytical reference standards and services business segment. In addition, the prior year period included the recovery of previously written-off amounts, which did not recur in the current period.

Cash provided by (used in) investing activities: Investing cash flows consist primarily of proceeds from the sale of a business segment and related transaction costs as well as capital expenditures. Net cash provided by investing activities was $5.2 million for the threesix months ended MarchJune 31,30, 2026 compared to a net use of cash of $32,000approximately $0.2 million for the same period in 2025. The increase of $5.3 million was driven by the sale of the analytical reference standards and services business segment.

Net cash (used in) provided by financing activities: Financing cash flows consist primarily of exerciseexercises of stock options and ESPP purchases through employee equity incentive plans, share repurchases, and settlements of deferred consideration. For the threesix months ended MarchJune 31,30, 2026, net cash used in financing activities was $2.3$4.8 million, compared to net cash provided by financing activities of $3.1$6.8 million for the same period in 2025. This decrease of $5.4$11.6 million was primarily driven by $2.4$5.1 million of common stock repurchases in the current year period and lower proceeds from stock option exercises of approximately $3.0$6.5 million compared to the prior year period.