[8-K] Niagen Bioscience, Inc. Reports Material Event

Rhea-AI Filing Summary

Niagen Bioscience (NAGE) approved a share repurchase program authorizing up to $10.0 million of common stock. Purchases may occur in open market or privately negotiated transactions, or under a trading plan adopted in the future, in accordance with applicable securities laws.

The authorization expires on October 31, 2027 and can be modified, suspended, or terminated at any time at the Board’s discretion. The program does not obligate the company to buy any specific amount of shares.

Insights

Corporate Actions Analyst

Board authorizes up to $10.0 million share repurchases through October 31, 2027; execution discretionary and not required.

The Board approved a share repurchase program authorizing up to $10.0 million of common stock. Repurchases may occur in open market or privately negotiated transactions, or under a trading plan, and will follow securities laws. The authorization lasts until October 31, 2027 and can be changed or ended at any time. The Company is not obligated to repurchase any shares.

What it means: a buyback authorization gives flexibility to return capital and manage the share count. If executed, repurchases can reduce shares outstanding, which can raise per‑share figures and offset dilution. However, the filing does not commit timing, pricing, or amounts beyond the cap, so the near‑term effect depends on actual execution.

Why it matters: this creates an upper limit and a multiyear window, signaling capacity for potential capital returns while preserving discretion. Key items to watch are actual repurchase activity disclosed in future reports, any adoption of a trading plan, and changes to the program before its October 31, 2027 expiration.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2025

NIAGEN BIOSCIENCE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-37752

26-2940963

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

10900 Wilshire Blvd. Suite 600, Los Angeles, California 90024

(Address of principal executive offices, including zip code)

(310) 388-6706

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark 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. ☐

Item 8.01 Other Events.

On November 6, 2025, the Company issued a press release announcing that the Board of Directors (the “Board”) of Niagen Bioscience, Inc. (the “Company”) approved a share repurchase program (the “Share Repurchase Program”) authorizing the Company to repurchase up to $10.0 million of its common stock. Repurchases of the Company’s outstanding common stock will be made in accordance with applicable securities laws and at such times, in such manner, prices and amounts as determined by the Company’s management, including in open market transactions, through privately negotiated transactions, or pursuant to a trading plan separately adopted in the future, subject to the requirements of the Securities Exchange Act of 1934, as amended. The authorization for the Share Repurchase Program expires October 31, 2027, and may be modified, suspended or terminated at any time and for any reason at the discretion of the Company’s Board. The authorization for the Share Repurchase Program does not obligate the Company to purchase any particular amount of the Company’s common stock.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
99.1						Press Release Dated November 6, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			NIAGEN BIOSCIENCE, INC.
Dated: November 6, 2025			By:			/s/ Ozan Pamir
						Name: Ozan Pamir
						Chief Financial Officer
						(principal financial officer and duly authorized on behalf of the registrant)

FAQ

What did Niagen Bioscience (NAGE) announce?

The Board approved a share repurchase program authorizing the company to repurchase up to $10.0 million of its common stock.

How long will NAGE’s buyback authorization remain in effect?

The authorization expires on October 31, 2027.

What purchase methods may NAGE use for the repurchases?

Repurchases may be made via open market transactions, privately negotiated transactions, or under a trading plan adopted in the future.

Is Niagen obligated to repurchase a set amount of shares?

No. The authorization does not obligate the company to purchase any particular amount of common stock.

Can the repurchase program be changed or stopped?

Yes. It may be modified, suspended, or terminated at any time at the Board’s discretion.

What rules govern how NAGE may repurchase shares?

Repurchases will be conducted in accordance with applicable securities laws and the Exchange Act requirements.