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0001386570FALSE00013865702026-06-242026-06-24

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): June 24, 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. ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders.

Set forth below are the results of the matters submitted for a vote of stockholders at the Company’s 2026 Annual Meeting.

Proposal 1 — Election of directors.

The following directors were elected to serve until the Company’s 2027 Annual Meeting of Stockholders and until his or her successor is elected, or, if sooner, until such director’s death, resignation or removal.

Director Elected						For						Withheld						Broker Non-Votes
Frank L. Jaksch, Jr.						44,531,507						759,870						13,274,979
Robert Fried						44,822,825						468,552						13,274,979
Steven Rubin						28,495,147						16,796,230						13,274,979
Wendy Yu						44,520,972						770,405						13,274,979
Gary Ng						44,446,052						845,325						13,274,979
Kristin Patrick						43,608,014						1,683,363						13,274,979
Ann Cohen						44,360,218						931,159						13,274,979
Hamed Shahbazi						30,544,086						14,747,291						13,274,979

Proposal 2 — Ratification of the appointment of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

For						Against						Abstain						Broker Non-Votes
56,152,066						2,256,090						158,200						—

* No broker non-votes arose in connection with Proposal 2.

Proposal 3 — Approval, on an advisory basis, of the compensation paid to the Company’s named executive officers.

For						Against						Abstain						Broker Non-Votes
43,188,958						1,930,441						171,978						13,274,979

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: June 29, 2026			By:			/s/ Ozan Pamir
						Name: Ozan Pamir
						Chief Financial Officer