0001386570FALSE00013865702026-03-192026-03-19
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): March 19, 2026
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 March 19, the Company issued a press release announcing that the Board of Directors (the “Board”) of Niagen Bioscience, Inc. (the “Company”) approved an increase in the authorization under the Company’s share repurchase program.
Under the amended authorization, the Company may repurchase up to $20.0 million of its outstanding common stock, representing an increase from the previously authorized $10.0 million share repurchase program approved by the Board on October 31, 2025. Through March 17, 2026, the Company has repurchased approximately $2.6 million of its common stock under the share repurchase program. Additional information regarding share repurchases will be reported in the Company’s periodic reports filed with the SEC. While the Company had remaining capacity under its previously approved share repurchase program, the Board determined that it was in the best interests of the Company and its stockholders to increase the authorization to provide additional flexibility to return capital to stockholders and to repurchase shares at attractive prices, depending on market conditions.
The share repurchase program permits the Company to repurchase shares of its common stock from time to time in the open market, through privately negotiated transactions or otherwise, subject to market conditions, applicable securities laws and other factors. Repurchases may be conducted in accordance with Rule 10b-18 under the Securities Exchange Act of 1934 and may also be made pursuant to a Rule 10b5-1 trading plan, if adopted.
The repurchase program is expected to remain in effect for the previously approved 24 month period, unless earlier completed, suspended, modified or terminated at the discretion of the Company’s Board of Directors.
The timing, number and value of shares repurchased under the program will depend on a variety of factors, including market conditions, the trading price of the Company’s common stock, corporate and regulatory requirements, and other considerations. The share repurchase program does not obligate the Company to acquire any particular amount of shares, and the program may be suspended or discontinued at any time.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
Exhibit Number | | Description |
| 99.1 | | Press Release Dated March 19, 2026 |
| 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: March 19, 2026 | By: | /s/ Ozan Pamir |
| | Name: Ozan Pamir |
| | Chief Financial Officer |
| | (principal financial officer and duly authorized on behalf of the registrant) |
Niagen Bioscience Increases Share Repurchase Program to $20 Million
LOS ANGELES – March 19, 2026 – Niagen Bioscience, Inc. (NASDAQ: NAGE), the global authority on NAD+ (nicotinamide adenine dinucleotide) with a focus on the science of healthy aging, today announced that its Board of Directors has authorized an increase to the Company’s previously disclosed share repurchase program (the “Program”), raising the total authorization from $10 million to $20 million of the Company’s outstanding common stock.
Through March 17, 2026, the Company has repurchased approximately $2.6 million of its common stock under the Share Repurchase Program. Additional information regarding share repurchases will be reported in the Company’s periodic reports filed with the SEC.
Rob Fried, CEO, Niagen Bioscience, stated, “The recent repurchase of our common stock and $10 million increase in our program reflect the conviction we have in our strategy and long-term value. We will continue to take advantage of the disconnect between NAGE’s market valuation and the underlying strength of our business opportunistically.”
Repurchases under the Share Repurchase Program may be made from time to time in accordance with applicable securities laws and at such times, in such manner, and in such amounts as determined by the Company’s management. These purchases may be executed through open market transactions, privately negotiated transactions, or pursuant to a trading plan that may be adopted in the future, in accordance with the Securities Exchange Act of 1934, as amended.
The Share Repurchase Program is authorized through October 31, 2027, unless earlier modified, suspended, or terminated at the discretion of the Company’s Board of Directors. The program does not obligate the Company to repurchase any specific amount of its common stock.
For additional information on Niagen Bioscience, visit www.niagenbioscience.com.
About Niagen Bioscience:
Niagen Bioscience, Inc. (NASDAQ: NAGE), formerly ChromaDex Corp., is the global leader in NAD+ (nicotinamide adenine dinucleotide) science and healthy-aging research. As a trusted pioneer of NAD+ discoveries, Niagen Bioscience™ is dedicated to advancing healthspan through precision science and innovative NAD+-boosting solutions.
The Niagen Bioscience team, composed of world-renowned scientists, works with independent investigators from esteemed universities and research institutions around the globe to uncover the full potential of NAD+. A vital coenzyme found in every cell of the human body, NAD+ declines with age and exposure to everyday lifestyle stressors. NAD+ depletion is a key contributor to age-related changes in health and vitality.
Distinguished by state-of-the-art laboratories, rigorous scientific and quality protocols, and collaborations with leading research institutions worldwide, Niagen Bioscience sets the gold standard for research, quality, and innovation. There’s a better way to age.
At the heart of its clinically proven product portfolio is Niagen® (patented nicotinamide riboside, or NR), the most efficient, well-researched, high-quality, and legal NAD+ booster available. Niagen powers the Company’s consumer supplement, Tru Niagen®, the number one NAD+ boosting oral supplement in the United States† (available at www.truniagen.com), and Niagen Plus™, featuring pharmaceutical-grade intravenous (IV) and injectable Niagen products (www.niagenplus.com). Pharmaceutical-grade Niagen IV and injections are compounded and distributed by U.S. FDA-registered 503B outsourcing facilities and are available exclusively at clinics with a prescription.
Niagen Bioscience’s robust patent portfolio protects NR and other NAD+ precursors. Niagen Bioscience maintains a website at www.niagenbioscience.com, where copies of press releases, news, and financial information are regularly published.
†Based on the top-selling dietary supplement brands by revenue per the largest U.S. e-commerce marketplace (as of 1/1/2024 - 12/31/2024).
Forward Looking Statements:
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Statements that are not a description of historical facts constitute forward-looking statements and may often, but not always, be identified by the use of such words as “expects,” “anticipates,” “intends” “estimates,” “plans,” “potential,” “possible,” “probable,” “believes” “seeks,” “may,” “will,” “should,” “could,” “predicts,” “projects,” “continue,” “would” or the negative of such terms or other similar expressions.
Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those described. These risks and uncertainties include, but are not limited to, inflationary conditions and adverse economic conditions; our history of operating losses; the growth and profitability of our product sales; our ability to maintain and grow sales, marketing and distribution capabilities; changing consumer perceptions of our products; our reliance on a single or limited number of third-party suppliers; risks of conducting business in China; including unanticipated developments in and risks related to the Company’s ability to secure adequate quantities of pharmaceutical-grade Niagen in a timely manner; the Company’s ability to obtain appropriate contracts and arrangements with U.S. FDA-registered 503B outsourcing facilities required to compound and distribute pharmaceutical-grade Niagen to clinics; the Company’s ability to remain on the U.S. FDA Bulk Drug Substances Nominated for Use in Compounding Under Section 503B of the Federal Food, Drug, and Cosmetic Act Category 1 list; the Company’s ability to maintain and enforce the Company’s existing intellectual property and obtain new patents; whether the potential benefits of NRC can be further supported; further research and development and the results of clinical trials possibly being unsuccessful or insufficient to meet applicable regulatory standards or warrant continued development; the ability to enroll sufficient numbers of subjects in clinical trials; determinations made by the FDA and other governmental authorities, including with respect to products seeking to compete in our market; mislabeling or other misleading marketing practices by competitors; economic and market instability, including as a result of tariffs or trade conflicts; and the risks and uncertainties associated with our business and financial condition in general, described in our filings with the Securities and Exchange Commission (SEC), including, without limitation, our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q as filed with the SEC.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and actual results may differ materially from those suggested by these forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement and Niagen Bioscience undertakes no obligation to revise or update this release to reflect events or circumstances after the date hereof.
Niagen Bioscience Media Contact:
Kendall Knysch, Senior Director of Media Relations & Partnerships
310.405.5227
kendall.knysch@niagenbio.com
Niagen Bioscience Investor Relations Contact:
Valter Pinto, Managing Director
KCSA Strategic Communications
212.896.1254
Niagen@kcsa.com
