As filed with the Securities and Exchange Commission
on August 8, 2025
Registration
No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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
(310) 388-6706
(Address, including zip code, and telephone number, including area
code, of registrant’s principal executive offices)
Niagen
Bioscience, Inc. Employee Stock Purchase Plan
(Full
title of the plan)
Robert
Fried
Chief
Executive Officer
10900
Wilshire Blvd., Suite 600
Los
Angeles, California 90024
(310)
388-6706
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Ben
Orlanski, Esq.
Louis
Rambo, Esq.
Proskauer
Rose LLP
2029
Century Park East, Suite 2400
Los
Angeles, CA 90067
(310)
557-2900 |
Ozan
Pamir
Chief
Financial Officer
10900
Wilshire Boulevard, Suite 600
Los
Angeles, CA 90024
(310)
388-6706 |
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company
or an emerging growth company. See the definitions 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 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 7(a)(2)(B) of the Securities Act. ☐
INTRODUCTION
This
Registration Statement on Form S-8 (this “Registration Statement”) is filed by Niagen Bioscience, Inc., a Delaware corporation
(the “Company” or the “Registrant”), to register 650,000 shares of the Company’s common stock, par value
$0.001 per share (the “Common Stock”), which may be sold to eligible employees of the Company and its subsidiaries under
the Niagen Bioscience, Inc. Employee Stock Purchase Plan (the “Plan”).
PART
I
INFORMATION REQUIRED IN
THE SECTION 10(A) PROSPECTUS
The
documents containing the information specified in Part I of Form S-8 will be sent or given to employees of the Company as specified by
Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be,
and are not, filed with the Securities and Exchange Commission (the “SEC”) either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
PART
II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents or designated portions
thereof are incorporated herein by reference in this Registration Statement:
| (a) | The Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2024, filed with the SEC on March 4, 2025 (including the portions of the Company’s definitive proxy statement
on Schedule 14A filed on April 29, 2025 incorporated by reference therein); |
| (b) | The Company’s Quarterly Reports on Form 10-Q for the
quarterly period ended March 31, 2025, filed with the SEC on May 7, 2025, and for the quarterly period ended June 30, 2025, filed with
the SEC on August 6, 2025; |
| (c) | The Company’s Current Reports on Form 8-K filed with
the SEC on February 27, 2025, March 19, 2025, June 27, 2025, and July 29, 2025; and |
| (d) | The description of the Company’s common stock included in the Company’s Form 8-A filed with
the SEC on April 21, 2016, including any amendments or reports filed for the purpose of updating such description. |
All documents filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) after the date
of this Registration Statement and prior to the filing of a post-effective amendment to the Registration Statement that indicates that
all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated
or deemed to be incorporated by reference or deemed to be part of this Registration Statement shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently
filed document that also is, or is deemed to be, incorporated by reference in this Registration Statement modifies or replaces such statement.
In no event, however, will any information that the Registrant discloses under Item 2.02 or Item 7.01 of any Current Report on Form 8-K
that the Registrant may from time to time furnish to the Commission be incorporated by reference into, or otherwise become a part of,
this Registration Statement. Any statement contained in a document that is deemed to be incorporated by reference or deemed to be part
of this Registration Statement after the most recent effective date may modify or replace existing statements contained in this Registration
Statement. Any such statement so modified or replaced shall not be deemed, except as so modified or replaced, to constitute a part of
this Registration Statement.
| Item 4. | Description of Securities. |
Not Applicable.
| Item 5. | Interests of Named Experts and Counsel. |
Not Applicable.
| Item 6. | Indemnification of Directors and Officers. |
Section 145 of the Delaware General Corporation
Law (the “DGCL”) empowers a Delaware corporation to indemnify any persons who are, or are threatened to be made, parties to
any threatened, pending, or completed legal action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other
than an action by or in the right of such corporation), by reason of the fact that such person was an officer or director of such corporation,
or is or was serving at the request of such corporation as a director, officer, employee, or agent of another corporation or enterprise.
The indemnity may include expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit, or proceeding, provided that such officer or director acted in good faith
and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests, and, for criminal proceedings,
had no reasonable cause to believe his conduct was illegal. A Delaware corporation may indemnify officers and directors in an action by
or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if
the officer or director is adjudged to be liable to the corporation in the performance of his duty. Where an officer or director is successful
on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred.
The Company’s amended and restated certificate
of incorporation and amended and restated bylaws provide that the Company will indemnify its directors and officers to the fullest extent
permitted by Delaware law, except that no indemnification will be provided to a director, officer, employee, or agent if the indemnification
sought is in connection with a proceeding initiated by such person without the authorization of the Company’s board of directors.
The amended and restated bylaws also provide that the right of directors and officers to indemnification shall be a contract right and
shall not be exclusive of any other right now possessed or hereafter acquired under any statute, provision of the certificate of incorporation,
bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The amended and restated bylaws also permit the Company
to secure insurance on behalf of any officer, director, employee, or other agent for any liability arising out of his or her actions in
such capacity, regardless of whether the amended and restated bylaws would permit indemnification of any such liability.
Section 102(b)(7) of the DGCL provides that directors
shall not be personally liable for monetary damages for breaches of their fiduciary duty as directors except for (i) breaches of their
duty of loyalty to the Company or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or
knowing violations of law, (iii) certain transactions under Section 174 of the DGCL (unlawful payment of dividends or unlawful stock purchases
or redemptions), or (iv) transactions from which a director derives an improper personal benefit. The Company’s amended and restated
certificate of incorporation includes such a provision. The effect of this provision is to eliminate the personal liability of directors
for monetary damages or actions involving a breach of their fiduciary duty of care, including any actions involving gross negligence.
In addition, the Company has entered into indemnification
agreements with its directors and officers that require the Company, among other things, to indemnify them against certain liabilities
that may arise by reason of their status or service, so long as the indemnitee acted in good faith and in a manner the indemnitee reasonably
believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, the indemnitee
had no reasonable cause to believe his or her conduct was unlawful. The Company also maintains director and officer liability insurance
to insure its directors and officers against the cost of defense, settlement or payment of a judgment under specified circumstances.
| Item 7. | Exemption From Registration Claimed. |
Not Applicable.
| Exhibit Number |
|
Description |
| |
|
| 4.1 |
|
Amended and Restated Certificate of Incorporation
of the Registrant (incorporated by reference from, and filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K
(File No. 00 1-37752) filed with the SEC on March 15, 2018). |
| 4.2 |
|
Certificate of Amendment to the Certificate of Incorporation of the Registrant (incorporated by reference from, and filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37752) filed with the SEC on April 12, 2016). |
| 4.3 |
|
Certificate of Amendment to the Certificate of Incorporation of the Registrant (incorporated by reference from, and filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37752) filed with the SEC on March 19, 2025). |
| 4.4 |
|
Amended and Restated Bylaws of the Registrant (incorporated by reference from, and filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-37752) filed with the SEC on March 19, 2025). |
| 5.1* |
|
Opinion of Proskauer Rose LLP. |
| 23.1* |
|
Consent of Crowe LLP. |
| 23.2* |
|
Consent of Marcum LLP. |
| 23.3* |
|
Consent of Proskauer Rose LLP (included in Exhibit 5.1). |
| 24.1* |
|
Power of Attorney (contained on the signature page hereto). |
| 99.1 |
|
Niagen Bioscience, Inc. Employee Stock Purchase Plan (incorporated by reference from, and filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-37752) filed with the SEC on June 27, 2025). |
| 107* |
|
Filing Fee Table |
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information
in the Registration Statement;
provided, however, that Paragraphs 1(i) and 1(ii) do not apply if the
information required to be included in a post- effective amendment by those paragraphs is contained in reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on the 8th day of August, 2025.
| |
NIAGEN BIOSCIENC, INC. |
| |
|
| |
By: |
/s/ Robert Fried |
| |
Robert Fried |
| |
Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Robert Fried and Ozan Pamir, and each of them, as his or her true and lawful attorneys-in-fact
and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities,
to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
| /s/ ROBERT FRIED |
|
Chief Executive Officer and Director |
|
August 8, 2025 |
| Robert Fried |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ OZAN PAMIR |
|
Chief Financial Officer (Principal |
|
August 8, 2025 |
| Ozan Pamir |
|
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ FRANK JAKSCH JR. |
|
Chairman of the Board and Director |
|
August 8, 2025 |
| Frank Jaksch Jr. |
|
|
|
|
| |
|
|
|
|
| /s/ GARY NG |
|
Director |
|
August 8, 2025 |
| Gary Ng |
|
|
|
|
| |
|
|
|
|
| /s/ STEVEN RUBIN |
|
Director |
|
August 8, 2025 |
| Steven Rubin |
|
|
|
|
| |
|
|
|
|
| /s/ WENDY YU |
|
Director |
|
August 8, 2025 |
| Wendy Yu |
|
|
|
|
| |
|
|
|
|
| /s/ KRISTIN PATRICK |
|
Director |
|
August 8, 2025 |
| Kristin Patrick |
|
|
|
|
| |
|
|
|
|
| /s/ ANN COHEN |
|
Director |
|
August 8, 2025 |
| Ann Cohen |
|
|
|
|
| |
|
|
|
|
| /s/ HAMED SHAHBAZI |
|
Director |
|
August 8, 2025 |
| Hamed Shahbazi |
|
|
|
|
