Niagen Bioscience (NAGE) secures full patent rights via new QUB deal

Rhea-AI Filing Summary

Niagen Bioscience, Inc. reported that its subsidiary ChromaDex, Inc. entered into a new assignment agreement with Queen’s University Belfast, effective December 16, 2025, replacing prior joint ownership and license arrangements. QUB assigned all of its rights in certain patent assets to ChromaDex and released the company from royalty, payment, accounting, and related obligations under the former agreements, including royalties accrued through 2025. In return, ChromaDex will make a one-time payment of approximately $1,000,000 for accrued royalties through 2024, annual payments of $500,000 and £35,000 from 2026 to 2038, and additional one-time payments of $1,500,000 in 2035 and $2,000,000 in 2038. The agreement includes customary representations, warranties, and indemnities, and the company disclosed that it issued a related press release.

Insights

Equity & licensing structures analyst

Niagen consolidates patent ownership in exchange for long-term fixed payments.

Niagen Bioscience, via ChromaDex, converted a jointly owned/licensed patent structure with Queen’s University Belfast into full ownership of the relevant patent rights. In doing so, QUB released the company from historical royalty and related obligations under prior agreements, including royalties accrued through 2025.

Instead of ongoing royalties, the company agreed to a defined payment schedule: a one-time payment of approximately $1,000,000 for accrued royalties through 2024, annual payments of $500,000 and £35,000 between 2026 and 2038, and additional one-time payments of $1,500,000 in 2035 and $2,000,000 in 2038. This replaces variable obligations with fixed commitments and clarifies economic terms tied to these patents.

The economic effect depends on how these fixed payments compare to the royalties that would otherwise have been owed, which is not quantified here. Future disclosures in company reports may provide more insight into how these patent rights support product revenue and whether the new structure changes overall profitability.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0001386570FALSE00013865702025-12-182025-12-18

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): December 18, 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 1.01 Entry into a Material Definitive Agreement.

On December 18, 2025, ChromaDex, Inc. (the “Company”), a wholly owned subsidiary of Niagen Bioscience, Inc. (the “Registrant”), executed an assignment agreement (the “Agreement”) with Queen’s University Belfast (“QUB”), with an effective date of December 16, 2025. The Agreement replaces the parties’ existing intellectual property arrangements pursuant to the Joint Ownership and Management Agreement, dated October 9, 2015, as amended (the “JOMA”), and the License Agreement, dated November 23, 2015.

Under the Agreement, QUB assigned to the Company all of QUB’s right, title, and interest in the patent rights previously jointly owned or licensed to the Company under the JOMA and the License Agreement. The Agreement terminated the JOMA and License Agreement, and QUB provided a broad release of royalty, payment, accounting, and other obligations arising under those prior agreements, including the royalty obligations accrued by the Company under such agreements through 2025.

As consideration for the release and the patent assignment, the Company agreed to make certain payments to QUB over time, consisting of:

- a one-time payment of approximately $1,000,000 in lieu of accrued royalties through 2024,

- annual payments of $500,000 and £35,000 between 2026 and 2038, and

- one-time payments of $1,500,000 and $2,000,000 in 2035 and 2038, respectively.

The Agreement contains customary representations, warranties, and indemnities.

The foregoing is only a summary of the material terms of the Agreement, and does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 hereto, subject to the redactions noted therein.

Item 7.01     Regulation FD Disclosure

On December 22, 2025, the Registrant issued a press release announcing the execution of the Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in this Item 7.01 and exhibit 99.1 hereto are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Such press 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; 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 thereof, 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 such press release to reflect events or circumstances after the date thereof.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
10.1						Assignment Agreement, dated December 18, 2025, by and between ChromaDex, Inc. and Queen’s University Belfast**
99.1						Press Release Dated December 22, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

** Certain portions of this exhibit (indicated by bracketed asterisks) are omitted pursuant to Item 601(b)(1) of Regulation S-K because they are both not material and are the type that the Registrant treats as private or confidential.

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: December 22, 2025			By:			/s/ Ozan Pamir
						Name: Ozan Pamir
						Chief Financial Officer
						(principal financial officer and duly authorized on behalf of the registrant)

FAQ

What agreement did Niagen Bioscience (NAGE) announce with Queen’s University Belfast?

Niagen Bioscience reported that its subsidiary ChromaDex, Inc. executed an assignment agreement with Queen’s University Belfast, effective December 16, 2025, replacing prior joint ownership and license agreements.

How does the new agreement change Niagen Bioscience’s patent rights?

Under the new agreement, Queen’s University Belfast assigned to ChromaDex all of QUB’s right, title, and interest in the patent rights that had previously been jointly owned or licensed under the older agreements.

What payments will Niagen Bioscience’s subsidiary make to Queen’s University Belfast under the agreement?

ChromaDex agreed to pay a one-time approximately $1,000,000 in lieu of accrued royalties through 2024, annual payments of $500,000 and £35,000 from 2026 to 2038, and additional one-time payments of $1,500,000 in 2035 and $2,000,000 in 2038.

What happens to the prior royalty and payment obligations between Niagen Bioscience and Queen’s University Belfast?

The new agreement terminates the prior joint ownership and license agreements, and Queen’s University Belfast provides a broad release of royalty, payment, accounting, and other obligations, including royalty obligations accrued through 2025.

Did Niagen Bioscience issue a press release about the agreement?

Yes. Niagen Bioscience stated that it issued a press release on December 22, 2025, announcing the execution of the assignment agreement, and attached it as an exhibit.

Does the agreement include any special legal protections or standard terms?

The assignment agreement includes customary representations, warranties, and indemnities, which are typical provisions in commercial contracts of this type.

What risks and uncertainties does Niagen Bioscience highlight in connection with its forward-looking statements?

The company notes risks such as inflationary and adverse economic conditions, its history of operating losses, the growth and profitability of product sales, reliance on limited suppliers, risks related to doing business in China, regulatory and FDA-related uncertainties, and the need to maintain and enforce its intellectual property.