cdcx-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

Commission File Number: 001-37752


			NIAGEN BIOSCIENCE, INC.
			(Exact Name of Registrant as Specified in its Charter)


Delaware						26-2940963
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

10900 Wilshire Blvd. Suite 600, Los Angeles, California						90024
(Address of Principal Executive Offices)						(Zip Code)

Registrant's telephone number, including area code: (310) 388-6706

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of Each exchange on which registered
Common Stock, $0.001 par value per share	NAGE	The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☑

Yes

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☑

Yes

☐

Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, non-accelerated filer, smaller reporting company or emerging growth company. See definition of “large accelerated filer, accelerated filer, smaller reporting company and emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Yes

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐

Yes

☑

As of May 4, 2026 there were 79,644,327 shares of the registrant’s common stock issued and outstanding.

Niagen Bioscience, Inc.

Quarterly Report on Form 10-Q

For the Three Months Ended March 31, 2026

Table of Contents


PART I - Financial Information (unaudited)			Pg.

Item 1. Financial Statements (unaudited):			3

Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025			3

Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and March 31, 2025			4

Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2026 and March 31, 2025			5

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and March 31, 2025			6

Notes to Condensed Consolidated Financial Statements			7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			21

Item 3. Quantitative and Qualitative Disclosures About Market Risk			31

Item 4. Controls and Procedures			32

PART II - Other Information

Item 1. Legal Proceedings			32

Item 1A. Risk Factors			35

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			55





Item 5. Other information			55

Item 6. Exhibits			56

Signatures			57

Table of Contents

PART I

Item 1. FINANCIAL STATEMENTS (unaudited)

Niagen Bioscience, Inc. and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except par values)


	March 31, 2026		December 31, 2025
Assets
Current assets
Cash and cash equivalents, including restricted cash of $152 for both periods presented	$	66,549	$	64,788
Trade receivables, net of allowances of $176 and $147, respectively	13,068		9,741
Inventories	24,016		20,424
Assets held for sale	—		541
Prepaid expenses and other assets	1,488		1,312
Total current assets	105,121		96,806

Leasehold improvements and equipment, net	1,298		1,323
Intangible assets, net	5,485		5,660
Right-of-use assets, net	2,019		2,192
Other long-term assets	406		425
Total assets	$	114,329	$	106,406
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	13,277	$	10,796
Accrued expenses	7,621		7,722
Current maturities of operating lease obligations	1,032		1,002

Current deferred consideration liability	514		—
Customer deposits	380		399
Total current liabilities	22,824		19,919
Deferred revenue	2,572		2,674
Operating lease obligations, less current maturities	1,544		1,815

Deferred consideration liability, less current portion	5,059		5,465
Total liabilities	31,999		29,873

Commitments and Contingencies (Note 8)

Stockholders' Equity
Common stock, $0.001 par value; authorized 150,000 shares; 79,457 shares and 79,714 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively	79		79
Additional paid-in capital	240,464		240,991
Accumulated deficit	(158,210)		(164,528)
Cumulative translation adjustments	(3)		(9)


Total stockholders' equity	82,330		76,533
Total liabilities and stockholders' equity	$	114,329	$	106,406

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

Table of Contents

Niagen Bioscience, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Operations

(In thousands, except per share data)


	Three Months Ended March 31,
	2026		2025
Sales, net	$	31,474	$	30,481
Cost of sales	11,498		11,150
Gross profit	19,976		19,331

Operating expenses:
Sales and marketing	9,675		8,117
Research and development	1,481		1,258
General and administrative	7,244		5,184
Total operating expenses	18,400		14,559
Operating income	1,576		4,772

Nonoperating income:

Interest income, net	375		459
Gain on sale of operating segment	4,784		—

Income before provision for income taxes	6,735		5,231
Provision for income taxes	417		168
Net income	$	6,318	$	5,063









Net income per share attributable to common stockholders:
Basic	$	0.08	$	0.07
Diluted	$	0.07	$	0.06

Weighted average common shares outstanding:
Basic	79,917		77,810
Diluted	84,566		83,232

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

Table of Contents

Niagen Bioscience, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Stockholders' Equity

(In thousands)


	Three Months Ended March 31, 2026
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Cumulative Translation Adjustments		Total Stockholders' Equity
	Shares	Amount
Balance, January 1, 2026	79,714	$	79	$	240,991	$	(164,528)	$	(9)	$	76,533

Exercise of stock options	64	—		111		—		—		111
Issuance of restricted stock	169	—		—		—		—		—
Share-based compensation	—	—		1,716		—		—		1,716
Common stock repurchase	(490)	—		(2,354)		—		—		(2,354)
Translation adjustment	—	—		—		—		6		6


Net income	—	—		—		6,318		—		6,318
Balance, March 31, 2026	79,457	$	79	$	240,464	$	(158,210)	$	(3)	$	82,330


	Three Months Ended March 31, 2025
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Cumulative Translation Adjustments		Total Stockholders' Equity
	Shares	Amount
Balance, January 1, 2025	77,330	$	77	$	227,931	$	(181,910)	$	(4)	$	46,094

Exercise of stock options	874	1		3,113		—		—		3,114
Issuance of restricted stock	229	—		—		—		—		—
Share-based compensation	—	—		1,075		—		—		1,075
Translation adjustment	—	—		—		—		(1)		(1)

Net income	—	—		—		5,063		—		5,063
Balance, March 31, 2025	78,433	$	78	$	232,119	$	(176,847)	$	(5)	$	55,345

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

Table of Contents

Niagen Bioscience, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands)


	Three Months Ended March 31,
	2026		2025

Cash Flows From Operating Activities
Net income	$	6,318	$	5,063
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation of leasehold improvements and equipment	116		158
Amortization of intangibles	175		37
Noncash lease expense	173

SEC Form 10-Q filed by Niagen Bioscience Inc.