Niagen Bioscience Inc美股招股说明书(2026-07-10版)

(To Prospectus dated July 9, 2026) $50,000,000Common Stock We have entered into a Sales Agreement (the “Sales Agreement”), dated as of June 26, 2026, with Canaccord Genuity LLC(“Canaccord”) and Roth Capital Partners, LLC (“Roth” and together with Canaccord, the “Sales Agents”), relating to the sale of sharesof our common stock offered by this prospectus supplement. In accordance with the terms of the Sales Agreement, under thisprospectus supplement we may offer and sell shares of our common stock, $0.001 par value per share (“common stock”), having anaggregate offering price of up to $50,000,000 from time to time through or to the Sales Agents, acting as our agents or principals. Our common stock is listed on The Nasdaq Capital Market under the symbol “NAGE.” On July 8, 2026, the last reported saleprice of our common stock on The Nasdaq Capital Market was $3.37 per share. Sales of our common stock, if any, under this prospectus supplement may be made by any method deemed to be an “at themarket offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). TheSales Agents will act as our sales agents, using commercially reasonable efforts to sell on our behalf all of the shares of common stockrequested to be sold by us, consistent with their normal trading and sales practices, on mutually agreed terms set forth in the SalesAgreement. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The compensation to the Sales Agents for sales of common stock sold pursuant to the Sales Agreement is equal to 3% of thegross proceeds of the sales price per share. In connection with the sale of the common stock on our behalf, the Sales Agents will bedeemed to be “underwriters” within the meaning of the Securities Act, and the compensation of the Sales Agents will be deemed to beunderwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Sales Agents withrespect to certain liabilities, including liabilities under the Securities Act. Investing in our common stock involves a high degree of risk. Please read the information contained in and incorporated by referenceunder the heading “Risk Factors” beginning on page S-4 of this prospectus supplement, and under similar headings in the otherdocuments that are filed after the date hereof and incorporated by reference into this prospectus supplement. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HASAPPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENTIS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Canaccord Genuity Roth Capital Partners The date of this prospectus supplement is July 10, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4FORWARD-LOOKING STATEMENTSS-6USE OF PROCEEDSS-6DILUTIONS-7PLAN OF DISTRIBUTIONS-8LEGAL MATTERSS-9EXPERTSS-9WHERE YOU CAN FIND MORE INFORMATIONS-9INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-10 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement relates to the offering of our common stock. Before buying any of the common stock that we areoffering, we urge you to carefully read this prospectus supplement, together with the information incorporated by reference asdescribed under the heading “Incorporation of Certain Information by Reference” in this prospectus supplement and the information inany free writing prospectus that we may authorize for use in connection with this offering. These documents contain importantinformation that you should consider when making your investment decision. This prospectus supplement describes the specific terms of the common stock we are offering and also adds to and updatesinformation contained in the documents incorporated by reference into this prospectus supplement. To the extent there is a conflictbetween the information contained in this prospectus supplement, on the one hand, and the information contained in any documentincorporated by reference into this prospectus supplement that was filed with the Securities and Exchange Commission, or SEC,before the date of this prospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. Ifany statement in one of these documents is inconsistent with a statement in another document having a later date—for example, adocument incorporated by reference into this prospectus supplement—the statement in the document having the later date modifies orsupersedes the earlier statement. You should rely only on the information contained in, or incorporated by reference into, this prospectus supplement and inany free writing prospectus that we may authorize for use in connection with this offering. We have not, and the Sales Agents have not,authorized any other person to provide you with differe