SUMMARY: To grow and proliferate, cells need to fulfill three key metabolic demands: increased biosynthesis, sufficient energy supply, and maintenance of redox homeostasis. The latter demand is particularly important for sustained growth, because increased rate of cellular metabolic activity during cell proliferation results in elevated levels of reactive oxygen species (ROS), which can have detrimental effects on cell growth. Nicotinamide adenine dinucleotide phosphate (NADPH) is a principal supplier of reducing power for biosynthesis of macromolecules and protection against oxidative stress. The total cellular pool of NADPH is regulated by the activity of NAD kinases (NADK), enzymes that catalyze the phosphorylation of NAD+ to NADP+, the rate-limiting substrate for NADPH production. Mammalian cells express two NAD kinases, cytosolic NADK, and mitochondrial NADK2, which generate compartment-specific reducing power. Recently, we discovered that the activity of NADK is stimulated by the phosphoinositide 3-kinase (PI3K) - Akt pathway to boost the NADP(H) production for cell growth, but the importance of NADK2 and the overall role of mitochondrial NADPH in cell growth has yet to be established. Mutations in NADK2 have been observed in patients with various neurological and developmental disorders. Therefore, defining the key functions of NADK2 and mitochondrial NADP(H) is critical and relevant to human health. This proposal builds on our finding that decreasing mitochondrial NADP(H) levels through depletion of NADK2 renders cells uniquely proline auxotroph. Cells with NADK2 deletion fail to synthesize proline and rely on exogenous proline for their growth. Proline is critical for protein synthesis, and, unexpectedly, for nucleotide synthesis, in NADK2-deficient cells. We propose three Specific Aims to establish the functions of NADK2 and mitochondrial NADP(H) that are essential for cell growth and proliferation and relevant for proliferative diseases and NADK2 deficiency in humans. In Aim 1, we propose to define the molecular mechanisms by which NADK2 and mitochondrial NADPH support proline biosynthesis and evaluate the effects of NADK2 patient mutations on proline synthesis. In Aim 2, we will determine the mechanisms of how NADK2 deficiency and reduced proline abundance affect flux through the de novo and salvage nucleotide synthesis pathways. In Aim 3, we will assess the requirement of NADK2 and mitochondrial NADPH for tumor growth and evaluate the therapeutic potential of targeting NADK2 in combination with dietary restriction of proline. This proposal will establish the primary functions of mitochondrial NADP(H) and NADK2 that are essential for cell growth and proliferation, thereby informing us on new therapeutic strategies to combat proliferative diseases and NADK2 deficiency in humans.