[S-8] Niagen Bioscience, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Niagen Bioscience, Inc. has filed a Form S-8 to register 650,000 shares of its common stock for issuance under its Employee Stock Purchase Plan, enabling eligible employees and subsidiaries to acquire company shares through that plan. The Registration Statement incorporates the company’s recent annual, quarterly and current reports and refers to its previously filed description of common stock so investors can find detailed financial and disclosure history by reference.

The filing describes standard Delaware-law indemnification protections for directors and officers, the company’s authority to purchase insurance for such persons, and confirms key corporate governance documents and the ESPP are attached as exhibits. The statement is procedural and does not present standalone financial results or new material transactions that change the company’s financial condition.

Positive

• 650,000 shares registered for the Employee Stock Purchase Plan, enabling broad employee equity participation
• ESP P plan document included as Exhibit 99.1, providing plan terms for investor review
• Corporate charter and bylaws and related amendments are incorporated or filed as exhibits, supporting transparency
• Indemnification and D&O insurance provisions and indemnification agreements are in place for officers and directors

Negative

• None.

Insights

Securities Compensation Analyst

Routine S-8 filing registers equity for employee participation; minimal near-term shareholder impact.

The Form S-8 registers 650,000 shares for the Employee Stock Purchase Plan, which is a common mechanism to align employee incentives. Because the filing itself merely registers shares for future issuance under a compensation plan and incorporates existing public reports by reference, it does not immediately dilute existing holders until shares are issued. The inclusion of the ESPP as an exhibit and customary indemnification provisions reduces execution risk for plan administration. Material financial effects depend on future issuance and actual purchases under the plan, which are not disclosed here.

Corporate Governance Expert

Governance and indemnification provisions are standard; exhibits provide transparency on charter, bylaws and the ESPP.

The registration references the amended and restated certificate of incorporation and bylaws and details indemnification under Delaware law, including contractual indemnity agreements and director/officer insurance. Exhibits include the ESPP and corporate charter and bylaw amendments, which supports governance transparency for investors reviewing officer and director protections and plan mechanics. There is no indication of atypical governance changes or extraordinary director liabilities in this filing.

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.

1

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.

II-1

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.

II-2

Item 7. Exemption From Registration Claimed.

Not Applicable.

Item 8. Exhibits.

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

* Filed herewith

II-3

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.

II-4

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 8^th day of August, 2025.

	NIAGEN BIOSCIENC, INC.
	By:	/s/ Robert Fried
	Robert Fried
	Chief Executive Officer

II-5

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

II-6

FAQ

How many shares did Niagen Bioscience (NAGE) register on Form S-8?

650,000 shares of common stock were registered for issuance under the Niagen Bioscience Employee Stock Purchase Plan.

What is the purpose of the NAGE Form S-8 filing?

The filing registers shares to be issued to eligible employees and subsidiaries under the company’s Employee Stock Purchase Plan (ESPP).

Which key documents are incorporated by reference into the NAGE Registration Statement?

The Registration Statement incorporates the company’s annual, quarterly and current reports and the previously filed Form 8-A description of common stock.

Does the filing change director or officer liability protections for NAGE?

No change is stated; the filing describes standard Delaware indemnification provisions, indemnification agreements and the company’s ability to obtain director and officer insurance.

Where can investors find the Employee Stock Purchase Plan terms for NAGE?

The ESPP is included as Exhibit 99.1 to the Registration Statement, which is incorporated by reference.