Cibus (CBUS) cuts costs but warns on going concern amid Q2 2026 loss
Rhea-AI Filing Summary
Cibus, Inc. reported modest revenue growth but continued heavy losses for the quarter and six months ended June 30, 2026. Revenue was $994 thousand for the quarter and $2.7 million year-to-date, up 7% and 36% respectively, mainly from collaboration work in Sustainable Ingredients. Operating expenses fell sharply due to cost-cutting, with R&D down 30% and SG&A down 19% in the quarter, and no goodwill impairment charge in 2026 versus 2025.
Despite lower expenses, the business remains deeply loss-making. Net loss was $22.1 million for the quarter and $43.4 million year-to-date, and accumulated deficit reached $901.6 million. A large related-party royalty liability of $253.5 million generated $18.6 million of interest expense in six months. Cash used in operations was $20.9 million, leaving $20.4 million of cash against $14.4 million of current liabilities.
Management states that these factors raise substantial doubt about the company’s ability to continue as a going concern without new capital. Cibus raised roughly $33.4 million net in two follow-on equity offerings and established a $50 million ATM facility, and targets an annual cash usage run-rate of about $35 million exiting 2026 while advancing key Rice and Sustainable Ingredients programs.
Positive
- Operating expenses reduced significantly: R&D fell 28–30% and SG&A 19–36% versus 2025 periods, reflecting meaningful cost-saving initiatives.
- No goodwill impairment in 2026: contrasts with a $20.9 million impairment in the first half of 2025, improving reported operating results.
- Revenue grew 36% year-to-date to $2.7 million, driven by collaboration agreements, particularly in Sustainable Ingredients.
- New equity capital raised: January and March 2026 follow-on offerings generated about $33.4 million in net proceeds, bolstering liquidity.
Negative
- Going concern risk disclosed: recurring losses, limited cash, and funding needs raise substantial doubt about the ability to continue as a going concern within one year.
- Large and persistent net losses: $22.1 million for the quarter and $43.4 million year-to-date, with an accumulated deficit of $901.6 million.
- Heavy non-cash financing burden: related-party royalty liability grew to $253.5 million and generated $18.6 million of interest expense in six months.
- Significant cash burn: operating activities used $20.9 million of cash in six months, leaving only $20.4 million of cash and cash equivalents.
Filing Explained
The 2026 offerings added 21,813,408 shares; the ATM produced no net proceeds, while 400,000 pre-funded warrants remain exercisable.
This Form 10-Q is an unaudited quarterly report covering the quarter ended
Because issuing additional shares increases the total share count and reduces an existing holder’s percentage ownership absent offsetting changes, the completed offerings changed the ownership denominator for existing Class A holders. The ATM facility remains an arrangement for gradual sales at prevailing market prices; the filing reports 3,059 shares issued under it during the six months.
The
A pre-funded warrant has a nominal exercise price and converts to shares when exercised, so the 400,000 warrants represent potential future share issuance rather than shares issued in this filing. The filing also lists 3,805,072 outstanding options and 2,829,817 unvested restricted stock units, which were excluded from diluted earnings per share because their effect was antidilutive. Separately, a new warehouse lease extends through
Key Figures
Quarterly revenue: $994 thousand
Year-to-date revenue: $2,675 thousand
Quarterly net loss: $22,145 thousand
+5 more
8 metrics
Quarterly revenue
$994 thousand
Revenue for the three months ended June 30, 2026
Year-to-date revenue
$2,675 thousand
Revenue for the six months ended June 30, 2026
Quarterly net loss
$22,145 thousand
Net loss for the three months ended June 30, 2026
Year-to-date net loss
$43,367 thousand
Net loss for the six months ended June 30, 2026
Cash and cash equivalents
$20,429 thousand
Balance as of June 30, 2026
Royalty liability - related parties
$253,519 thousand
Carrying amount as of June 30, 2026
Cash used in operating activities
$20,894 thousand
Net cash used in operating activities for six months ended June 30, 2026
Accumulated deficit
$901,618 thousand
Accumulated deficit as of June 30, 2026
Key Terms
going concern, Royalty Liability, Up-C Units, Tax Receivables Agreement, +2 more
6 terms
going concern financial
"These factors raise substantial doubt about the Company’s ability to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
Royalty Liability financial
"the valuation of the Royalty Liability (which refers to the Company’s future royalty payment obligations"
Royalty liability is an obligation a company has to pay a percentage or fixed fee to holders of patents, copyrights, mineral rights or licensing agreements based on sales, production, or use of an asset. It matters to investors because these recurring payments reduce cash flow and profit margins like a built‑in rent or commission, can grow with revenue, and may affect valuation, debt capacity and future returns.
Up-C Units financial
"For holders of Class B Common Stock, each share of Class B Common Stock was paired with a Common Unit (collectively, an Up-C Unit)"
Tax Receivables Agreement financial
"the Company’s Tax Receivables Agreement (TRA), dated May 31, 2023, is not probable"
A tax receivables agreement is a contract in which a company agrees to share future tax savings or refunds that arise from pre-existing tax attributes (for example, loss carryforwards or basis step-ups) with certain former owners or other holders. For investors this matters because the agreement creates a predictable future cash outflow that reduces the company’s free cash flow and can lower the value available to public shareholders—think of it like promising to split future tax refunds with others.
Precision Bred Organisms regulatory
"toward planting in England under the Precision Bred Organisms framework"
Organisms created through modern, targeted genetic methods that change specific traits—such as disease resistance, yield or nutritional content—without introducing genes from unrelated species. Think of it like editing a recipe to swap one ingredient or adjust a measurement rather than rewriting the whole cookbook. Investors care because these traits can lower costs, boost productivity, shorten development time, and affect regulatory approval and consumer acceptance, which influence market value and risk.
at-the-market facility financial
"an aggregate offering price of up to $50.0 million (ATM Facility)"
An at-the-market facility is a standing arrangement that lets a publicly traded company sell new shares directly into the open market at whatever the current market price is, typically through an investment bank acting as a sales agent. For investors it matters because it provides the company with a flexible way to raise cash without a large, one-time share offering; however, selling additional shares can dilute existing ownership and, by increasing supply, may pressure the stock price like adding more tickets to a limited-seat event.
Earnings Snapshot
Revenue: $2,675 thousand
six months ended June 30, 2026
Revenue
$2,675 thousand
Increased 36% from $1,967 thousand in the prior-year period
Net loss
$43,367 thousand
Improved from a net loss of $75,950 thousand in the prior-year period
R&D expense
$17,223 thousand
Decreased 28% from $24,027 thousand in the prior-year period
SG&A expense
$10,497 thousand
Decreased 36% from $16,507 thousand in the prior-year period
Operating cash burn
$20,894 thousand
Net cash used in operating activities versus $25,431 thousand in the prior-year period
FAQ
How did Cibus (CBUS) perform financially in the quarter ended June 30, 2026?
Cibus reported a net loss of $22.1 million on revenue of $994 thousand for the quarter. Costs declined year over year, but royalty interest expense and ongoing R&D and SG&A spending kept the company unprofitable.
What is the liquidity position of Cibus (CBUS) as of June 30, 2026?
Cibus held $20.4 million in cash and cash equivalents and had $14.4 million of current liabilities at June 30, 2026. Operating activities used $20.9 million of cash in the first half of 2026.
Why does Cibus (CBUS) disclose substantial doubt about continuing as a going concern?
Management cites recurring losses, $43.4 million net loss in six months, significant cash burn, and limited cash of $20.4 million versus obligations. The company must raise additional capital to support its business plans.
How much revenue did Cibus (CBUS) generate from collaborations in 2026?
Total revenue was $2.7 million for the six months ended June 30, 2026, up from $2.0 million in 2025. The increase primarily reflects higher amounts earned from collaboration agreements related to Sustainable Ingredients research.
How did Cibus (CBUS) strengthen its capital resources in early 2026?
Cibus completed two follow-on equity offerings, raising about $33.4 million net, and put in place a $50 million ATM facility with Jefferies to sell additional Class A common stock, subject to market conditions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 10-Q
_____________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2026 ;
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from_________to_________
Commission file number 001-38161
_____________________
(Exact name of registrant as specified in its charter)
_____________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
_____________________
Securities registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 | o | Accelerated filer | o | |||||||||||
| x | 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 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes
As of August 7, 2026, there were
| Table of Contents | |||||
PART I. FINANCIAL INFORMATION | 4 | ||||
Item 1. Condensed Consolidated Financial Statements | 4 | ||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 24 | ||||
Item 4. Controls and Procedures | 31 | ||||
PART II. OTHER INFORMATION | 32 | ||||
Item 1. Legal Proceedings | 32 | ||||
Item 1A. Risk Factors | 32 | ||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 32 | ||||
Item 5. Other Information | 32 | ||||
Item 6. Exhibits | 33 | ||||
SIGNATURES | 34 | ||||
Terms
When the terms “Cibus,” the “Company” or “its” are used in this Quarterly Report on Form 10-Q, unless the context otherwise requires, those terms are being used to refer to Cibus, Inc. and its consolidated subsidiaries. When the term “Cibus Global” is used, it is being used to refer to Cibus Global, LLC, a direct, wholly-owned subsidiary of the Company.
The Company owns or has the right to use the trademarks, service marks, and trade names that it uses in conjunction with the operation of its business. Some of the more important marks and names that it owns or has rights to use that may appear in this Quarterly Report on Form 10-Q include: “Cibus®,” “RTDS®,” “Rapid Trait Development SystemTM,” “Trait MachineTM,” and “Future of BreedingTM.” This Quarterly Report on Form 10-Q may also contain additional trade names, trademarks, and service marks belonging to other companies. The Company does not intend its use or display of other parties’ trademarks, trade names, or service marks to imply, and such use or display should not be construed to imply a relationship with, or endorsement or sponsorship of these other parties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the Securities Act) and the rules and regulations promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act) and the rules and regulations promulgated thereunder. The Company may also make forward-looking statements in other reports filed with the Securities and Exchange Commission (SEC), in materials delivered to stockholders, and in press releases. In addition, the Company’s representatives may from time-to-time make oral forward-looking statements.
The Company has made these forward-looking statements in reliance on the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, level of activity, performance or achievements. In some cases, you can identify these statements by forward-looking words such as “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “predicts,” “projects,” “scheduled,” “should,” “targets,” “will,” “would,” or the negative of these terms and other similar terminology. Forward-looking statements in this Quarterly Report on Form 10-Q include statements about the Company’s future financial performance, including its liquidity and capital resources, cost saving initiatives and their impact on annual cash burn rates, cash runway, and its ability to continue as a going concern; the advancement, timing and progress of the Company’s platform development and trait development in crop platforms; the ability to obtain partner funding to support its non-Rice productivity trait portfolio; the anticipated timing for the presentation of data related to trait development and other operational activities; the timeframes for transferring traits in customers’ elite germplasm; the ability to implement commercial agreements with potential customers, the timeframe for commercialization of germplasm with the Company’s traits by seed company customers and the integration of Cibus technology into customer pipelines; the timing for, and degree of, adoption by farmers of germplasm with the Company’s traits following commercialization; the capacity of the Company’s productivity traits to deliver competitive yield improvements; the ability of gene editing to address climate change at scale; the timing and nature of regulatory developments relating to gene editing; the market opportunity for the Company’s plant traits, including the number of addressable acres, and the trait fees that the Company expects to receive; and the Company’s ability to enter into and maintain significant collaborations and commercial relationships. These and other forward-looking statements are predictions and projections about future events and trends based on the Company’s current expectations, objectives, and intentions and are premised on current assumptions. The Company’s actual results, level of activity, performance, or achievements could be materially different than those expressed, implied, or anticipated by forward-looking statements due to a variety of factors, including, but not limited to: the Company’s need for additional near-term funding to finance its activities and challenges in obtaining additional capital on acceptable terms, or at all; changes in expected or existing competition; challenges to the Company’s
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intellectual property protection and unexpected costs associated with defending intellectual property rights; increased or unanticipated time and resources required for the Company’s development efforts for its priority opportunities in Rice and biofragrance products and sustainable ingredients; the Company’s reliance on third parties in connection with its development activities and for commercialization; challenges associated with the Company’s ability to effectively license its productivity traits and sustainable ingredient products; the risk that farmers do not recognize the value in germplasm containing the Company’s traits or that farmers and processors fail to work effectively with crops containing the Company’s traits; delays or disruptions in the Company’s platform or trait product development efforts; the inability to identify partners to fund the Company’s non-Rice productivity trait portfolio; challenges that arise in respect of the Company’s production of high-quality plants and seeds cost effectively on a large scale; the Company’s dependence on distributions from Cibus Global to pay taxes and cover its corporate and overhead expenses; regulatory developments that disfavor or impose significant burdens on gene editing processes or products; delays and uncertainties regarding regulatory developments in the European Union; the Company’s ability to achieve commercial success or to effectively negotiate commercial agreements; commodity prices and other market risks facing the agricultural sector; technological developments that could render the Company’s technologies obsolete; impacts of the Company’s headcount reductions and other cost reduction measures, which may include operational and strategic challenges, and the potential for additional cost reduction measures; changes in macroeconomic and market conditions, including inflation, supply chain constraints, and rising interest rates, and economic volatility and uncertainty arising from dynamic trade policies, including tariffs and retaliatory tariffs, and market reactions to such policies; dislocations in the capital markets and challenges in accessing liquidity and the impact of such liquidity challenges on the Company’s ability to execute on its business plan; the Company’s assessment of the period of time through which its financial resources will be adequate to support operations; and the risks and uncertainties described in “Item 1A. Risk Factors,” in the Company’s Annual Report on Form 10-K, which was filed with the SEC on March 17, 2026, or as they may be updated or supplemented from time-to-time in the Company’s subsequent reports on Forms 10-Q and 8-K filed with the SEC. The foregoing factors should be considered an integral part of “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Investors are cautioned not to place undue reliance on any forward-looking statements.
Any forward-looking statements made by the Company in this Quarterly Report on Form 10-Q are based only on currently available information and speak only as of the date hereof. Except as otherwise required by securities and other applicable laws, the Company does not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change.
Market Data
This Quarterly Report on Form 10-Q contains market data and industry statistics and forecasts that are based on independent industry publications, other publicly available information, and the Company’s internal sources and estimates (including, its knowledge of, and experience to date in, the potential markets for its products). Although the Company believes that third party sources are reliable, it does not guarantee the accuracy or completeness of the information extracted from these sources, and the Company has not independently verified such information. Similarly, while the Company believes its management estimates to be reasonable, they have not been verified by any independent sources. The market and industry data and estimates presented in this Quarterly Report on Form 10-Q involve risks and uncertainties and are subject to change based on various factors, including those discussed in the section entitled “Item 1A. Risk Factors” in the Annual Report and other subsequent reports on Forms 10-Q and 8-K filed with the SEC. Forecasts and other forward-looking estimates about the Company’s industry or performance within its industry are subject to the risks and uncertainties regarding forward-looking statements described under the caption “Cautionary Note Regarding Forward-Looking Statements.” Accordingly, results could differ materially from those expressed in the estimates made by the independent parties and by the Company, and investors should not place undue reliance on this information.
Website Disclosure
The Company uses its website (www.cibus.com), its corporate X account (formerly Twitter) (@CibusGlobal), and its corporate LinkedIn account (https://www.linkedin.com/company/cibus-global) as routine channels of distribution of company information, including press releases, analyst presentations, and supplemental financial information, as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor its website and its corporate X and LinkedIn accounts in addition to following press releases, filings with the SEC, and public conference calls and webcasts.
Additionally, the Company provides notifications of announcements as part of its website. Investors and others can receive notifications of new press releases posted on the Company’s website by signing up for email alerts.
None of the information provided on the Company’s website, in its press releases or public conference calls and webcasts, or through social media is incorporated into, or deemed to be a part of, this Quarterly Report on Form 10-Q or in any other report or document it files with the SEC unless such document specifically states otherwise, and any references to its website or its corporate X and LinkedIn accounts are intended to be inactive textual references only.
Implications of Being a Smaller Reporting Company
Implications of Being a Smaller Reporting Company
Cibus is a “smaller reporting company” as defined in the Exchange Act. Cibus may continue to be a smaller reporting company even though it no longer qualifies as an “emerging growth company.” As a smaller reporting company, Cibus is exempt from the auditor
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attestation requirements of the Sarbanes-Oxley Act of 2002 and may also take advantage of certain scaled disclosure accommodations. Cibus will remain a smaller reporting company until the fiscal year following the determination that its common stock held by non-affiliates is $250 million or more (measured on the last business day of Cibus’ second fiscal quarter) or Cibus’ annual revenues are $100 million or more during the most recently completed fiscal year and Cibus’ common stock held by non-affiliates is $700 million or more (measured on the last business day of Cibus’ second fiscal quarter).
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PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
CIBUS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited and in Thousands, Except Par Value and Share Amounts)
| June 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant, and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and stockholders’ equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Accrued compensation | |||||||||||
| Deferred revenue | |||||||||||
| Current portion of notes payable | |||||||||||
| Current portion of operating lease obligations | |||||||||||
| Class A common stock warrants | |||||||||||
| Total current liabilities | |||||||||||
| Notes payable, net of current portion | |||||||||||
| Operating lease obligations, net of current portion | |||||||||||
| Royalty liability - related parties | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (See Note 8) | |||||||||||
| Stockholders’ equity: | |||||||||||
Class A common stock, $ | |||||||||||
Class B common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
Class A common stock in treasury, at cost; | ( | ( | |||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive income | |||||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See accompanying notes to these condensed consolidated financial statements.
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CIBUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited and in Thousands, Except Share and Per Share Amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Total revenue | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Selling, general, and administrative | |||||||||||||||||||||||
| Goodwill impairment | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Loss from operations | ( | ( | ( | ( | |||||||||||||||||||
| Royalty liability interest expense - related parties | ( | ( | ( | ( | |||||||||||||||||||
| Other interest income, net | |||||||||||||||||||||||
| Non-operating income (expense), net | ( | ||||||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss attributable to noncontrolling interest | ( | ( | |||||||||||||||||||||
| Net loss attributable to Cibus, Inc. stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Basic and diluted net loss per share of Class A common stock | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted average shares of Class A common stock outstanding – basic and diluted | |||||||||||||||||||||||
See accompanying notes to these condensed consolidated financial statements.
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CIBUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited and in Thousands)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
| Comprehensive loss | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive loss attributable to noncontrolling interest | ( | ( | |||||||||||||||||||||
| Comprehensive loss attributable to Cibus, Inc. stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
See accompanying notes to these condensed consolidated financial statements.
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CIBUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
(Unaudited and in Thousands, Except Shares Outstanding)
| Class A Common Stock | Class B Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2026 | Shares | Amount | Shares | Amount | Additional Paid-In Capital | Shares in Treasury | Accumulated Deficit | Accumulated Other Comprehensive Income (loss) | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon vesting of restricted stock awards and units | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock from the ATM facility, net of offering expenses | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in registered offering, net | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for payment of minimum employee taxes withheld upon net share settlement of restricted stock units | ( | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2025 | Shares | Amount | Shares | Amount | Additional Paid-In Capital | Shares in Treasury | Accumulated Deficit | Accumulated Other Comprehensive Income | Total Cibus, Inc. Stockholders’ Equity | Noncontrolling Interest | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | ( | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon vesting of restricted stock awards and units | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock and pre-funded warrants in registered offering, net | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of pre-funded warrants | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of common warrant liability to stockholders’ equity | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for payment of minimum employee taxes withheld upon net share settlement of restricted stock units | ( | — | — | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in noncontrolling interest including issuance of common stock upon exchange of common units | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to these condensed consolidated financial statements.
- 7 -
CIBUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
(Unaudited and in Thousands, Except Shares Outstanding)
| Class A Common Stock | Class B Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2026 | Shares | Amount | Shares | Amount | Additional Paid-In Capital | Shares in Treasury | Accumulated Deficit | Accumulated Other Comprehensive Income (loss) | Total Cibus, Inc. Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon vesting of restricted stock awards and units | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock from the ATM facility, net of offering expenses | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in registered offering, net | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for payment of minimum employee taxes withheld upon net share settlement of restricted stock units | ( | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | Redeemable Noncontrolling Interest | Shares | Amount | Shares | Amount | Additional Paid-In Capital | Shares in Treasury | Accumulated Deficit | Accumulated Other Comprehensive Income | Total Cibus, Inc. Stockholders’ Equity | Noncontrolling Interest | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon vesting of restricted stock awards and units | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock and pre-funded warrants in registered offering, net | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of pre-funded warrants | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of common warrant liability to stockholders’ equity | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for payment of minimum employee taxes withheld upon net share settlement of restricted stock units | — | ( | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of redeemable noncontrolling interest | ( | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in noncontrolling interest including issuance of common stock upon exchange of common units | — | — | ( | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to these condensed consolidated financial statements.
- 8 -
CIBUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited and in Thousands)
| Six Months Ended June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Operating activities | ||||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||||
| Royalty liability interest expense - related parties | ||||||||||||||
| Goodwill impairment | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Stock-based compensation | ||||||||||||||
| Loss on disposal of assets, net | ||||||||||||||
| Change in fair value of liability classified Class A common stock warrants | ( | ( | ||||||||||||
| Other | ( | |||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Accounts receivable | ( | |||||||||||||
| Prepaid expenses and other current assets | ( | |||||||||||||
| Accounts payable | ( | |||||||||||||
| Accrued expenses | ( | |||||||||||||
| Accrued compensation | ( | ( | ||||||||||||
| Deferred revenue | ( | |||||||||||||
| Right-of-use assets and lease obligations, net | ( | |||||||||||||
| Other assets and liabilities, net | ||||||||||||||
| Net cash used in operating activities | ( | ( | ||||||||||||
| Investing activities | ||||||||||||||
| Proceeds from sales of property, plant, and equipment | ||||||||||||||
| Purchases of property, plant, and equipment | ( | ( | ||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Financing activities | ||||||||||||||
| Proceeds from issuances of securities | ||||||||||||||
| Costs paid related to issuances of securities | ( | ( | ||||||||||||
| Payment of taxes related to restricted stock units withheld from employees | ( | ( | ||||||||||||
| Repayments of notes payable | ( | ( | ||||||||||||
| Net cash provided by financing activities | ||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | |||||||||||||
| Net increase in cash and cash equivalents | ||||||||||||||
| Cash and cash equivalents – beginning of period | ||||||||||||||
| Cash and cash equivalents – end of period | $ | $ | ||||||||||||
See accompanying notes to these condensed consolidated financial statements.
- 9 -
CIBUS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business and Organization
Cibus, Inc. (Cibus or the Company) carries on its business through Cibus Global, LLC (Cibus Global) and its subsidiaries. Cibus Global is a plant trait company using gene editing technologies to develop and license gene edited plant traits that improve farming productivity or produce renewable low carbon plant products. Cibus’ primary business is the development of plant traits for some of the world’s major agricultural food crops that help address specific productivity, profitability, sustainability, or yield challenges in farming. As the Company is still developing its technology and products, it has not yet begun earning royalty revenues.
Cibus Global, a Delaware limited liability company, was formed on May 10, 2019. Immediately prior to the effective date of this formation, Cibus Global was organized as a British Virgin Islands company (Cibus Global, Ltd.), which was formed on September 11, 2008.
Cibus, Inc. (Cibus or the Company) carries on its business through Cibus Global, LLC (Cibus Global) and its subsidiaries. Cibus Global is a plant trait company using gene editing technologies to develop and license gene edited plant traits that improve farming productivity or produce renewable low carbon plant products. Cibus’ primary business is the development of plant traits for some of the world’s major agricultural food crops that help address specific productivity, profitability, sustainability, or yield challenges in farming. As the Company is still developing its technology and products, it has not yet begun earning royalty revenues.
Cibus Global, a Delaware limited liability company, was formed on May 10, 2019. Immediately prior to the effective date of this formation, Cibus Global was organized as a British Virgin Islands company (Cibus Global, Ltd.), which was formed on September 11, 2008.
The Company was organized in an “Up-C” structure, and the Company’s only material asset consists of common membership units of Cibus Global (Common Units). The Company’s amended and restated certificate of incorporation designates
The unaudited condensed consolidated financial statements of Cibus, Inc. have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP or GAAP) for interim financial information and the rules and regulations of the Securities and Exchange Commission (SEC) applicable to interim financial statements and has included the accounts of Cibus and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In the Company’s opinion, the accompanying condensed consolidated financial statements reflect all adjustments necessary for a fair statement of its statements of financial position, results of operations, and cash flows for the periods presented but they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Except as otherwise disclosed herein, these adjustments consist of normal recurring items. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole or any other interim period.
For further information, refer to the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 17, 2026 (Annual Report). The accompanying condensed consolidated balance sheet as of December 31, 2025, was derived from the audited consolidated financial statements. This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Annual Report.
Going Concern
The Company has incurred losses since its inception and anticipates that it will continue to generate losses for the next several years. The Company’s net loss was $
Cibus has taken a series of cost cutting initiatives designed to streamline its cost structure, however, Cibus will need to raise additional capital to support its business plans and successful execution of these plans is not within the Company’s control. Cibus expects to finance a portion of future cash needs through (i) cash on hand, (ii) commercialization activities, which may result in various types of revenue streams from future product development agreements and technology licenses, including upfront and milestone payments, annual license fees, and royalties, (iii) government or other third party funding, (iv) public or private equity or debt financings (including through the continued availability of the ATM Facility, as defined in Note 5, or another continuous offering facility), or (v) a combination of the foregoing.
If the Company is unable to raise additional capital in a sufficient amount or on acceptable terms, the Company may have to implement additional, more stringent cost reduction measures to manage liquidity, and the Company may have to significantly delay, scale back, or cease operations, in part or in full. If the Company raises additional funds through the issuance of additional debt or equity securities, including as part of a strategic alternative, it could result in substantial dilution to its existing stockholders and increased fixed payment obligations, and these securities may have rights senior to those of the Company’s shares of common stock. Any of these events could
If the Company is unable to raise additional capital in a sufficient amount or on acceptable terms, the Company may have to implement additional, more stringent cost reduction measures to manage liquidity, and the Company may have to significantly delay, scale back, or cease operations, in part or in full. If the Company raises additional funds through the issuance of additional debt or equity securities, including as part of a strategic alternative, it could result in substantial dilution to its existing stockholders and increased fixed payment obligations, and these securities may have rights senior to those of the Company’s shares of common stock. Any of these events could
- 10 -
significantly impact the Company’s business, financial condition, and prospects.
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.
Use of Estimates
The preparation of the Company’s condensed consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Management evaluates its estimates on an ongoing basis. Although estimates are based on the Company’s historical experience, knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. Key estimates made by the Company include revenue recognition, useful lives and impairment of long-lived assets, valuation of equity-based awards and related equity-based compensation expense, valuation of intangible assets, valuation allowances on deferred tax assets, the assumptions underlying the determination of the estimated incremental borrowing rate for the determination of the Company’s operating leases, valuation of warrant liabilities, and the valuation of the Royalty Liability (which refers to the Company’s future royalty payment obligations that the Company undertook to provide to certain investors, including related parties, in exchange for certain warrants that these investors acquired in financing transactions in November 2013 and December 2014 and subsequently surrendered to Cibus Global).
Contract Assets and Liabilities
Contract assets primarily include amounts related to contractual rights to consideration for completed performance not yet invoiced. The Company recognized $0.3 million in contract assets as of June 30, 2026. There was $0.2 million in contract assets as of December 31, 2025, which are included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets.
The Company records contract liabilities when cash payments are received or due in advance of performance, primarily related to advances of upfront and milestone payments from contract research and collaboration agreements. Contract liabilities consist of deferred revenue on the accompanying condensed consolidated balance sheets. The Company expects to recognize the amounts included in deferred revenues within one year.
The following table represents the deferred revenue activity for the three months ended June 30, 2026, and 2025:
The following table represents the deferred revenue activity for the six months ended June 30, 2026, and 2025:
Net Loss Per Share of Class A Common Stock
Weighted average shares of Class A Common Stock outstanding excludes unvested Class A Common Stock, which will be treated as outstanding for financial statement presentation purposes only after such awards have vested and, therefore, have ceased to be subject to a risk of forfeiture. Accordingly, unvested shares of Class A Restricted Stock (as defined below) are excluded from the calculation of net loss per share of Class A Common Stock.
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.
The preparation of the Company’s condensed consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Management evaluates its estimates on an ongoing basis. Although estimates are based on the Company’s historical experience, knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. Key estimates made by the Company include revenue recognition, useful lives and impairment of long-lived assets, valuation of equity-based awards and related equity-based compensation expense, valuation of intangible assets, valuation allowances on deferred tax assets, the assumptions underlying the determination of the estimated incremental borrowing rate for the determination of the Company’s operating leases, valuation of warrant liabilities, and the valuation of the Royalty Liability (which refers to the Company’s future royalty payment obligations that the Company undertook to provide to certain investors, including related parties, in exchange for certain warrants that these investors acquired in financing transactions in November 2013 and December 2014 and subsequently surrendered to Cibus Global).
Contract assets primarily include amounts related to contractual rights to consideration for completed performance not yet invoiced. The Company recognized $
The Company records contract liabilities when cash payments are received or due in advance of performance, primarily related to advances of upfront and milestone payments from contract research and collaboration agreements. Contract liabilities consist of deferred revenue on the accompanying condensed consolidated balance sheets. The Company expects to recognize the amounts included in deferred revenues within one year.
| In Thousands | 2026 | 2025 | ||||||||||||
| Balance as of March 31, | $ | $ | ||||||||||||
| Unearned revenue from cash received during the period | ||||||||||||||
| Revenue recognized that was included in the balance at the beginning of the period | ( | ( | ||||||||||||
| Balance as of June 30, | $ | $ | ||||||||||||
The following table represents the deferred revenue activity for the six months ended June 30, 2026, and 2025:
| In Thousands | 2026 | 2025 | ||||||||||||
| Balance as of December 31, | $ | $ | ||||||||||||
| Unearned revenue from cash received during the period | ||||||||||||||
| Revenue recognized that was included in the balance at the beginning of the period | ( | ( | ||||||||||||
| Balance as of June 30, | $ | $ | ||||||||||||
Weighted average shares of Class A Common Stock outstanding excludes unvested Class A Common Stock, which will be treated as outstanding for financial statement presentation purposes only after such awards have vested and, therefore, have ceased to be subject to a risk of forfeiture. Accordingly, unvested shares of Class A Restricted Stock (as defined below) are excluded from the calculation of net loss per share of Class A Common Stock.
See Note 5 for a detailed discussion of the pre-funded warrants issued in January 2025 and subsequent exercises. Outstanding pre-funded warrants are considered equity instruments and are reported in stockholders’ equity in the Company’s consolidated balance sheets. The weighted average shares of Class A Common Stock outstanding includes the shares issuable upon exercise of the pre-funded warrants and are included in the determination of the Company’s basic and diluted net loss per share of Class A Common Stock.
- 11 -
For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the common stock equivalent securities would be antidilutive.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| In Thousands, Except Share and Per Share Amounts | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||
| Net loss attributable to Cibus, Inc. stockholders | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||
| Weighted average shares of Class A common stock outstanding | ||||||||||||||||||||||||||
| Effect of pre-funded warrants | ||||||||||||||||||||||||||
| Weighted average shares of Class A common stock outstanding – basic and diluted | ||||||||||||||||||||||||||
| Basic and diluted net loss per share of Class A common stock | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| As of June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Stock options outstanding | |||||||||||
| Unvested restricted stock units | |||||||||||
| Unvested restricted stock awards | |||||||||||
| Common warrants | |||||||||||
| Total | |||||||||||
Cibus has
The CODM utilizes consolidated net loss in assessing performance and allocating resources by comparing net loss against prior periods and the Company’s forecast. The measure of segment assets is reported on the condensed consolidated balance sheets as total consolidated assets.
- 12 -
Segment financial information, including significant segment expenses, which are regularly provided to the CODM and included in net loss was as follows:
_______________________________________
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| In Thousands | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Personnel expenses | ||||||||||||||||||||||||||
| Professional fees | ||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||
| Goodwill impairment | ||||||||||||||||||||||||||
Other segment expenses (1) | ||||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||
| Loss from operations | ( | ( | ( | ( | ||||||||||||||||||||||
| Royalty liability interest expense - related parties | ( | ( | ( | ( | ||||||||||||||||||||||
| Other interest income, net | ||||||||||||||||||||||||||
| Non-operating income (expense), net | ( | |||||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Total segment loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
_______________________________________
(1) Other segment expenses are primarily comprised of facilities and asset related expenses such as rent, asset depreciation and amortization, utilities, property taxes, and repairs and maintenance and also include insurance, dues and subscriptions, licenses, lab supplies, product development, and travel.
2.
The accounting guidance establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as of the measurement date as follows:
Level 1: Fair values are based on unadjusted quoted prices in active trading markets for identical assets and liabilities.
Level 2: Fair values are based on observable quoted prices other than those in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
Level 3: Fair values are based on at least one significant unobservable input for the asset or liability.
The Company’s policy is to recognize transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. There were no transfers into or out of Level 3 during the six months ended June 30, 2026, and 2025.
- 13 -
Financial Instruments Required to be Carried at Fair Value
| June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value of Liabilities | Fair Value of Liabilities | |||||||||||||||||||||||||||||||||||||||||||||||||
| In Thousands | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||||||||||||||||||
| Common warrants | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
The following table summarizes the common warrants activity for the three months ended June 30, 2026, and 2025:
| In Thousands | 2026 | 2025 | ||||||||||||
| Balance as of March 31, | $ | $ | ||||||||||||
| Reclassified to stockholders’ equity | ( | |||||||||||||
| Change in fair value | ( | |||||||||||||
| Balance as of June 30, | $ | $ | ||||||||||||
The following table summarizes the common warrants activity for the six months ended June 30, 2026, and 2025:
| In Thousands | 2026 | 2025 | ||||||||||||
| Balance as of December 31, | $ | $ | ||||||||||||
| Reclassified to stockholders’ equity | ( | |||||||||||||
| Change in fair value | ( | ( | ||||||||||||
| Balance as of June 30, | $ | $ | ||||||||||||
In January 2025, as a result of contractual amendments with certain holders of common warrants, the Company reclassified the fair value of
Furthermore, as a result of the Company obtaining the requisite approval from its stockholders on May 22, 2025, with respect to those common warrants issued in 2024 held by Mr. Riggs, the Company reclassified the fair value of
The Company estimates the fair value of the liability classified common warrants as of the date of issuance and at the end of every reporting period using a Black-Scholes option pricing model, which requires it to make assumptions regarding future stock price volatility and dividend yield. The Company estimates the risk-free interest rate based on the United States Treasury zero-coupon yield curve for the remaining life of the common warrants. The Company uses its own historical stock price volatility, over the remaining life of the common warrants. The Company does not pay dividends and does not expect to pay dividends in the foreseeable future.
- 14 -
The estimated fair values of the common warrants, and the assumptions used for the Black-Scholes option pricing model were as follows:
| As of June 30, 2026 | As of December 31, 2025 | ||||||||||
| Estimated fair value of common warrants per share | $ | $ | |||||||||
| Assumptions: | |||||||||||
| Risk-free interest rate | |||||||||||
| Expected volatility | |||||||||||
| Expected term to liquidation (in years) | |||||||||||
3. PROPERTY, PLANT, AND EQUIPMENT, NET
Property, plant, and equipment, net consists of the following:
| In Thousands, except useful life | Useful Life (Years) | As of June 30, 2026 | As of December 31, 2025 | |||||||||||||||||
| Property, plant, and equipment, net: | ||||||||||||||||||||
| Buildings | $ | $ | ||||||||||||||||||
| Leasehold improvements | shorter of lease term or useful life | |||||||||||||||||||
| Office furniture and equipment | ||||||||||||||||||||
| Computer equipment and software | ||||||||||||||||||||
| Assets in progress | N/A | |||||||||||||||||||
| Total property, plant, and equipment | ||||||||||||||||||||
| Less accumulated depreciation and amortization | ( | ( | ||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||
Depreciation and amortization expense is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| In Thousands | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Depreciation and amortization expense | $ | $ | $ | $ | ||||||||||||||||||||||
4. GOODWILL AND INTANGIBLE ASSETS
Goodwill
There wasno change to the Company’s goodwill during the six months ended June 30, 2026.
Goodwill activity is as follows for the six months ended June 30, 2025:
During the first quarter of 2025, the Company experienced a triggering event and assessed its goodwill for impairment. The Company considered the decline in its stock price since its last assessment of goodwill and concluded it was more likely than not that its goodwill would be impaired. The Company then performed a quantitative analysis and concluded that its goodwill was impaired. Management makes critical assumptions and estimates in completing impairment assessments of goodwill. The Company utilized the discounted cash flow method to calculate the fair value of the reporting unit. The Company’s future cash flow projections include assumptions on
There was
| In Thousands | Goodwill | |||||||
| Balance as of December 31, 2024 | $ | |||||||
| Goodwill impairment | ( | |||||||
| Balance as of June 30, 2025 | $ | |||||||
During the first quarter of 2025, the Company experienced a triggering event and assessed its goodwill for impairment. The Company considered the decline in its stock price since its last assessment of goodwill and concluded it was more likely than not that its goodwill would be impaired. The Company then performed a quantitative analysis and concluded that its goodwill was impaired. Management makes critical assumptions and estimates in completing impairment assessments of goodwill. The Company utilized the discounted cash flow method to calculate the fair value of the reporting unit. The Company’s future cash flow projections include assumptions on
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variables such as future royalties and operating margins, economic conditions, probability of success, market competition, inflation, and discount rates. In addition, the Company compares the fair value of the reporting unit to the Company’s overall market capitalization. The Company utilized its most recent cash flow projections in combination with the Company’s stock price as of March 31, 2025, to calculate the fair value of the reporting unit using a long-term growth rate of 3 percent and a discount rate of 47 percent, which are Level 3 fair value measurements. The Company determined its goodwill was impaired by $21.0 million, which is recorded in the accompanying condensed consolidated statements of operations for the six months ended June 30, 2025.
The Company’s gross amount of goodwill prior to accumulated impairment losses as of June 30, 2026, and 2025, was $585.3 352.8
A triggering event that could indicate impairment and necessitate an evaluation of goodwill includes, but is not limited to, macroeconomic conditions, industry and market considerations, increases in Cibus’ costs, commercial performance relative to strategic initiatives, adverse regulatory developments, or the decline in Cibus’ market capitalization.
The Company’s gross amount of goodwill prior to accumulated impairment losses as of June 30, 2026, and 2025, was $
A triggering event that could indicate impairment and necessitate an evaluation of goodwill includes, but is not limited to, macroeconomic conditions, industry and market considerations, increases in Cibus’ costs, commercial performance relative to strategic initiatives, adverse regulatory developments, or the decline in Cibus’ market capitalization.
To the extent a triggering event occurs and Cibus concludes that goodwill has become further impaired, Cibus may be required to incur material write-offs relating to such impairment and any such write-offs could have a material impact on the Company’s future operating results and financial position.
Intangible Assets
Intangible assets as of June 30, 2026, were as follows:
Intangible assets as of December 31, 2025, were as follows:
Total amortization expense is as follows:
Intangible Assets
| In Thousands | Gross Carrying Amount | Accumulated Amortization | Intangible Assets, Net | |||||||||||||||||
| Developed technology | $ | $ | ( | $ | ||||||||||||||||
| Trade name | ( | |||||||||||||||||||
| Total | $ | $ | ( | $ | ||||||||||||||||
Intangible assets as of December 31, 2025, were as follows:
| In Thousands | Gross Carrying Amount | Accumulated Amortization | Intangible Assets, Net | |||||||||||||||||
| Developed technology | $ | $ | ( | $ | ||||||||||||||||
| Trade name | ( | |||||||||||||||||||
| Total | $ | $ | ( | $ | ||||||||||||||||
Total amortization expense is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| In Thousands | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Amortization expense | $ | $ | $ | $ | ||||||||||||||||||||||
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As of June 30, 2026, future amortization expense is estimated as follows:
| In Thousands | Amortization Expense | |||||||
| Remainder of 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| 2031 | ||||||||
| Thereafter | ||||||||
| Total future amortization expense | $ | |||||||
5. STOCKHOLDERS’ EQUITY
Pursuant to the Company’s second amended and restated certificate of incorporation, the Company is authorized to issue up to 310,000,000 shares, consisting of (i) up to 300,000,000 shares of common stock, par value $0.0001 per share, divided into (A) up to 210,000,000 shares of Class A Common Stock and (B) up to 90,000,000 shares of Class B Common Stock and (ii) up to 10,000,000 shares of preferred stock, par value $0.0001 per share.
Warrant transactions for the six months ended June 30, 2026, were as follows:
January 2026 SEC-Registered Public Offering
In the January 2026 Follow-On Offering, the Company issued14,836,664 shares of its Class A Common Stock, including 333,333 shares issued to Mr. Riggs. The offering price for each share of Class A Common Stock was $1.50 . The Company received net proceeds related to the January 2026 Follow-On Offering of approximately $19.8 million after deducting approximately $2.5 million for underwriting discounts and commissions and certain other offering expenses payable by the Company.
Warrant transactions for the six months ended June 30, 2026, were as follows:
| Pre-Funded Warrants | Weighted Average Exercise Price Per Share | Common Warrants | Weighted Average Exercise Price Per Share | ||||||||||||||||||||
| Outstanding as of December 31, 2025 | $ | $ | |||||||||||||||||||||
| Issued | — | — | — | — | |||||||||||||||||||
| Forfeited/canceled | — | — | — | — | |||||||||||||||||||
| Exercised | — | — | — | — | |||||||||||||||||||
| Outstanding as of June 30, 2026 | $ | $ | |||||||||||||||||||||
| Exercisable as of June 30, 2026 | $ | $ | |||||||||||||||||||||
January 2026 SEC-Registered Public Offering
In the January 2026 Follow-On Offering, the Company issued
March 2026 SEC-Registered Public Offering
In the March 2026 Follow-On Offering, the Company issued6,976,744 shares of its Class A Common Stock. The offering price for each share of Class A Common Stock was $2.15 . The Company received net proceeds related to the March 2026 Follow-On Offering of approximately $13.6 million after deducting approximately $1.4 million for underwriting discounts and commissions and certain other offering expenses payable by the Company.
ATM Facility
On May 15, 2026, the Company entered into an Open Market Sale Agreement (Sales Agreement) with Jefferies, LLC (Jefferies). Pursuant to the terms of the Sales Agreement, the Company may offer and sell through Jefferies, from time-to-time and at its sole discretion, shares of the Company’s Class A Common Stock, having an aggregate offering price of up to $50.0 million (ATM Facility). During the six months ended June 30, 2026, the Company issued 3,059 shares of Class A Common Stock under the ATM Facility. Due to commissions and other offering expenses payable by the Company related to the establishment of the ATM Facility, there were no net proceeds received in the six months ended June 30, 2026.
In the March 2026 Follow-On Offering, the Company issued
ATM Facility
On May 15, 2026, the Company entered into an Open Market Sale Agreement (Sales Agreement) with Jefferies, LLC (Jefferies). Pursuant to the terms of the Sales Agreement, the Company may offer and sell through Jefferies, from time-to-time and at its sole discretion, shares of the Company’s Class A Common Stock, having an aggregate offering price of up to $
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Class A Common Stock
Shares of Class A Common Stock have full voting and economic rights. Unvested shares of Class A Restricted Stock, as defined below, which were issued as equity compensation to certain of the Company’s employees and executive officers, carry all voting, dividend, distribution, and other rights as apply to shares of Class A Common Stock generally, except that (i) shares of Class A Restricted Stock are subject to transfer restrictions and (ii) dividends and distributions are held by the Company until vesting of the underlying shares of Class A Restricted Stock and remain subject to the same forfeiture provisions as such shares.
Class A Restricted Stock
Restricted shares of Class A Common Stock (Class A Restricted Stock) are considered to be legally issued and outstanding as of the date of grant, notwithstanding that these shares remain subject to risk of forfeiture if the vesting conditions for such shares are not met. For financial statement presentation purposes, Class A Restricted Stock is treated as issued, but will only be treated as outstanding after such awards have vested and, therefore, have ceased to be subject to a risk of forfeiture. Accordingly, unvested shares of Class A Restricted Stock are excluded from the calculation of basic net loss per share of Class A Common Stock.
Class B Common Stock
Shares of Class B Common Stock have full voting rights. Shares of Class B Common Stock have no economic rights and do not participate in dividends or undistributed earnings. However, holders of Class B Common Stock hold a corresponding number of economic, non-voting Common Units through which they would receive pro rata distributions from Cibus Global. No shares of Class B Common Stock were outstanding as of June 30, 2026.
Cibus Global Common Units
The Company’s exchange agreement set forth the terms and conditions upon which holders of Up-C Units, comprising an equal number of shares of Class B Common Stock and Cibus Global Common Units, could exchange such Up-C Units for shares of Class A Common Stock. The Up-C Units were generally exchangeable for shares of Class A Common Stock on a one -for-one basis, subject to certain restrictions. The holders of Up-C Units’ ownership of Common Units represented the noncontrolling interest.
Up-C Unit exchanges during the three and six months ended June 30, 2026, and 2025 were as follows:
As of June 30, 2026, there were76,423,033 Cibus Global Common Units outstanding. Of the 76,423,033 Cibus Global Common Units outstanding, all are held by Cibus, Inc. as there are no remaining holders of Up-C Units.
Preferred Stock
Pursuant to the second amended and restated certificate of incorporation, the Company is authorized to issue10,000,000 shares of preferred stock, par value $0.0001 per share. As of June 30, 2026, the Company has no t issued any preferred stock.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Up-C Units exchanged by holders for Class A Common Stock | ||||||||||||||||||||||||||
As of June 30, 2026, there were
Preferred Stock
Pursuant to the second amended and restated certificate of incorporation, the Company is authorized to issue
6. STOCK-BASED COMPENSATION
The Company uses broad-based stock plans to attract and retain highly qualified officers and employees and to help ensure that management’s interests are aligned with those of its shareholders. The Company has also granted equity-based awards to directors, non-employees, and certain employees of Cellectis, formerly the Company’s largest shareholder and parent company prior to the completion of the merger with Cibus Global.
In December 2014, the Company adopted the Calyxt, Inc. Equity Incentive Plan (2014 Plan), which allowed for the grant of stock options, and in June 2017, it adopted the Calyxt, Inc. 2017 Omnibus Incentive Plan (2017 Plan), which allowed for the grant of stock options, restricted stock units (RSUs), performance stock units (PSUs), and other types of equity awards. The name of the 2017 Plan was amended to reflect the name change of the Company to Cibus, Inc.
As of June 30, 2026,2,847,624 shares were available for grant in the form of stock options, Class A Restricted Stock, RSUs, and PSUs under the 2017 Plan. There are no longer any stock-based awards outstanding under the 2014 Plan. No further awards are available for grant or will be granted under the 2014 Plan.
In December 2014, the Company adopted the Calyxt, Inc. Equity Incentive Plan (2014 Plan), which allowed for the grant of stock options, and in June 2017, it adopted the Calyxt, Inc. 2017 Omnibus Incentive Plan (2017 Plan), which allowed for the grant of stock options, restricted stock units (RSUs), performance stock units (PSUs), and other types of equity awards. The name of the 2017 Plan was amended to reflect the name change of the Company to Cibus, Inc.
As of June 30, 2026,
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Stock Options
| Six Months Ended June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Weighted average fair value of stock options granted | $ | $ | ||||||||||||
| Assumptions: | ||||||||||||||
| Risk-free interest rate | ||||||||||||||
| Expected volatility | ||||||||||||||
| Expected term (in years) | ||||||||||||||
Option strike prices are set at
Options Exercisable | Weighted Average Exercise Price Per Share | Options Outstanding | Weighted Average Exercise Price Per Share | |||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | ||||||||||||||||||||||||
| Granted | — | — | ||||||||||||||||||||||||
| Vested | — | — | ||||||||||||||||||||||||
| Exercised | — | — | ||||||||||||||||||||||||
| Expired | ( | ( | ||||||||||||||||||||||||
| Forfeited | ( | ( | ||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | ||||||||||||||||||||||||
Stock-based compensation expense related to stock option awards is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| In Thousands | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Stock-based compensation expense | $ | $ | $ | $ | ||||||||||||||||||||||
As of June 30, 2026, options outstanding had a $
As of June 30, 2026, unrecognized compensation expense related to non-vested stock options was $4.0 million which has a weighted average remaining recognition period of 2.9 years.
Restricted Stock Awards
The Company granted awards of Class A Restricted Stock (RSAs), in connection with its merger with Cibus Global, to Cibus Global members who held unvested restricted profits interest units. The RSAs will continue to vest following their original vesting schedules over the remaining life of the awards which is generally
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Information on RSA activity is as follows:
Restricted Stock Awards | Weighted Average Grant Date Fair Value | ||||||||||
| Unvested balance as of December 31, 2025 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Unvested balance as of June 30, 2026 | $ | ||||||||||
The total fair value of RSAs that vested is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| In Thousands | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Fair value of shares vested | $ | $ | $ | $ | ||||||||||||||||||||||
There were
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| In Thousands | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Stock-based compensation expense | $ | $ | $ | $ | ||||||||||||||||||||||
As of June 30, 2026, unrecognized compensation expense related to RSAs was $
Restricted Stock Units
The Company grants RSUs which generally vest overfour years after the date of grant. Upon vesting, the RSUs are settled as shares of Class A Common Stock.
Information on RSU activity is as follows:
The Company grants RSUs which generally vest over
Restricted Stock Units | Weighted Average Grant Date Fair Value | ||||||||||
| Unvested balance as of December 31, 2025 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Unvested balance as of June 30, 2026 | $ | ||||||||||
The total fair value of RSUs that vested is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| In Thousands | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Fair value of shares vested | $ | $ | $ | $ | ||||||||||||||||||||||
The weighted average grant date fair value of RSUs granted during the six months ended June 30, 2026, was $
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Stock-based compensation expense related to RSUs is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| In Thousands | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Stock-based compensation expense | $ | $ | $ | $ | ||||||||||||||||||||||
As of June 30, 2026, unrecognized compensation expense related to RSUs was $
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| In Thousands | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Stock-based compensation expense: | ||||||||||||||||||||||||||
| Research and development | $ | $ | $ | $ | ||||||||||||||||||||||
| Selling, general, and administrative | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
7. INCOME TAXES
The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a full valuation allowance for deferred tax assets due to the uncertainty that enough taxable income will be generated in the taxing jurisdiction to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred tax assets in the accompanying condensed consolidated financial statements.
The Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates, and tax planning opportunities available in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes. Current income taxes are recorded based on statutory obligations for the current operating period for the foreign jurisdictions in which the Company has operations. As such, the Company recorded a nominal income tax provision for foreign jurisdictions for the three and six months ended June 30, 2026.No
The Company has recorded a full valuation allowance against its net deferred tax assets as the realizability of the tax benefit is not at the more likely than not threshold. Since the benefit has not been recorded, the Company determined that the liability associated with the Company’s Tax Receivables Agreement (TRA), dated May 31, 2023, is not probable and therefore no TRA liability has been recorded as of June 30, 2026.
The Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates, and tax planning opportunities available in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes. Current income taxes are recorded based on statutory obligations for the current operating period for the foreign jurisdictions in which the Company has operations. As such, the Company recorded a nominal income tax provision for foreign jurisdictions for the three and six months ended June 30, 2026.
The Company has recorded a full valuation allowance against its net deferred tax assets as the realizability of the tax benefit is not at the more likely than not threshold. Since the benefit has not been recorded, the Company determined that the liability associated with the Company’s Tax Receivables Agreement (TRA), dated May 31, 2023, is not probable and therefore no TRA liability has been recorded as of June 30, 2026.
As of June 30, 2026, there were no material changes to what the Company disclosed regarding tax uncertainties or penalties as of December 31, 2025.
8. LEASES, COMMITMENTS, AND CONTINGENCIES
Leases
The Company’s financing lease right-of-use (ROU) asset is included in other non-current assets in the condensed consolidated balance sheets.
In June 2026, the Company entered into a new lease for its warehouse facility which extended the lease term until November 30, 2031. The lease includes
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The components of lease expense were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| In Thousands | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Finance lease costs | $ | $ | $ | $ | ||||||||||||||||||||||
| Operating lease costs | ||||||||||||||||||||||||||
| Variable lease costs | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
Operating lease costs for short-term leases was not material for the three and six months ended June 30, 2026, or 2025.
Supplemental cash flow information related to leases was as follows:
| Six Months Ended June 30, | ||||||||||||||
| In Thousands | 2026 | 2025 | ||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||
| Operating cash flows (operating leases) | $ | $ | ||||||||||||
Supplemental balance sheet information related to leases was as follows:
| As of June 30, 2026 | As of December 31, 2025 | |||||||||||||||||||||||||
| Operating | Financing | Operating | Financing | |||||||||||||||||||||||
| Weighted average remaining lease term (years) | ||||||||||||||||||||||||||
| Weighted average discount rate | % | % | % | % | ||||||||||||||||||||||
As of June 30, 2026, future minimum payments under operating leases were as follows:
| In Thousands | Operating | |||||||
| Remainder of 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Less: interest | ( | |||||||
| Total | $ | |||||||
| Current portion | $ | |||||||
| Noncurrent portion | $ | |||||||
9. ROYALTY LIABILITY - RELATED PARTIES
As of June 30, 2026, the Royalty Liability reflected an effective yield of
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The following table summarizes the Royalty Liability activity for the six months ended June 30, 2026, and 2025:
| In Thousands | 2026 | 2025 | ||||||||||||
| Balance as of December 31, | $ | $ | ||||||||||||
| Interest expense recognized | ||||||||||||||
| Balance as of June 30, | $ | $ | ||||||||||||
10. SUPPLEMENTAL INFORMATION
Supplemental consolidated statement of cash flows information is as follows:
| Six Months Ended June 30, | ||||||||||||||
| In Thousands | 2026 | 2025 | ||||||||||||
| Interest paid | $ | $ | ||||||||||||
Non-cash transactions not reported in the condensed consolidated statements of cash flows is as follows:
| Six Months Ended June 30, | ||||||||||||||
| In Thousands | 2026 | 2025 | ||||||||||||
| Property, plant, and equipment acquired through assuming liabilities | $ | $ | ||||||||||||
| Unpaid stock offering costs included in accounts payable | $ | $ | ||||||||||||
| Unpaid stock offering costs included in accrued expenses | $ | $ | ||||||||||||
| Class A common stock warrants reclassification from liability to stockholders’ equity | $ | $ | ||||||||||||
| Purchase of insurance through vendor financing | $ | $ | ||||||||||||
| Establishment of operating lease right-of-use assets and associated operating lease liabilities | $ | $ | ||||||||||||
11. COLLABORATION AGREEMENT
Cibus and Procter & Gamble (P&G), a leading multi-national consumer product company, are parties to a collaboration agreement (P&G agreement) under which P&G is partially funding and/or supporting a multi-year program to develop low carbon ingredients or materials aimed at reducing impacts on the environment during production, use, or disposal. As of June 30, 2026, the Company had $0.6 million of deferred revenue from R&D activities under the P&G agreement. The Company has determined the P&G agreement should be accounted for under Topic 606.
Revenue recognized in the condensed consolidated statements of operations related to the collaboration agreement is as follows:
As of June 30, 2026, the cumulative amount of consideration allocated to the performance obligation and revenue recognized under the P&G agreement is $9.6 million.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| In Thousands | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Collaboration agreement revenue recognized | $ | $ | $ | $ | ||||||||||||||||||||||
As of June 30, 2026, the cumulative amount of consideration allocated to the performance obligation and revenue recognized under the P&G agreement is $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of the Company’s financial condition and results of operations should be read together with its condensed consolidated financial statements and related notes, which are included elsewhere in this Quarterly Report on Form 10-Q and with its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (SEC) on March 17, 2026 (Annual Report), including the Consolidated Financial Statements and Notes incorporated therein.
OVERVIEW AND BUSINESS UPDATE
Plant breeding is a centerpiece of modern agriculture. However, plant breeding is a historically slow process: a breeder crosses one variety with another and selects from the offspring, and so on over cycles that can run 12 to 15 years.
Plant breeding is a centerpiece of modern agriculture. However, plant breeding is a historically slow process: a breeder crosses one variety with another and selects from the offspring, and so on over cycles that can run 12 to 15 years.
Transgenic genetic engineering is faster, but it adds genetic material from other species, which puts the resulting crop into a demanding regulatory pathway. A 2022 study for CropLife International, examining the period from 2017-2022, estimated that genetically modified organism (GMO) trait development cost $115.0 million and required 16.5 years from discovery to commercialization on average, with regulatory work the longest phase and about $43.0 million of the cost.
Cibus is a technology company that uses biology to produce sustainable ingredients and helps farmers grow more food with fewer inputs. It makes precise improvements to a plant’s own genes and adds nothing from another species. Because no foreign DNA is added, its traits are regulated as conventionally bred crops in key jurisdictions. Where regulated as conventionally bred crops, Cibus’ traits do not enter the more onerous GMO regulatory pathway, and they carry neither its cost nor its timeline. Cibus traits remain subject to regulatory review in these jurisdictions, on a different and substantially shorter basis than crops containing foreign DNA. While regulations in key jurisdictions increasingly align gene editing regulatory policies with those already in place for conventional breeding, regulations vary widely from country-to-country and certain jurisdictions continue to apply more stringent requirements to traits developed using biotechnology.
A seed company brings Cibus its best variety. Cibus edits it and returns it improved, in a fraction of the time required by traditional breeding approaches. The customer keeps the variety it spent years perfecting. Cibus is not a seed company and does not compete with its customers for seed sales.
What Cibus develops are plant traits: characteristics written into a plant’s DNA that determine how it performs and how it addresses challenges it faces. The Company’s initial focus is productivity traits, which aim to improve yield against weeds, pests, and disease, reduce the need for inputs such as fungicides, insecticides, and fertilizer, or make a crop more resilient to heat, drought, and other stress.
Cibus has spent 25 years building the capability to do this, and it is not one technique. It is a single standardized proprietary system that runs from gene to plant. Inside it are trait discovery, cell biology, and tissue culture, a toolkit of editing reagents, genotyping and automation, and trait validation. Cibus has demonstrated regeneration from single cells toward enabling crop platforms in eight crops: Rice, Canola, Wheat, Flax, Peanut, Potato, Sugar Beet, and Cassava; additional crop platforms, including Soybean are in development. The Company has operational crop platforms in four crops: Rice, Canola and Winter Oilseed Rape, Flax, and Cassava. A platform is operational when edited cells have been regenerated into whole plants.
In plant agriculture, most gene editing only knocks out a specific gene’s function. Cibus can also rewrite genetic letters inside a gene and change several genes in the genome at once. That is the difference between designing a trait and selecting whatever a plant cross produces, and it is protected by more than 500 patents and applications spanning which genes to edit, how to edit them, and the traits that result.
Favorable regulatory treatment of gene editing has been increasingly prevalent across key jurisdictions, where the same regulations are being applied as to conventional breeding. The United States has applied this consistent treatment for years, the European Union adopted it for many New Genomic Techniques (NGTs) under its 2026 rules on NGTs, and independent authorities in many countries have reviewed and cleared aspects of this work, including for example: the United States Department of Agriculture’s Animal and Plant Health Inspection Service, the United States Food and Drug Administration, the California Rice Commission, and the national authorities of the United Kingdom, Chile, Ecuador, and Peru.
Cibus earns revenue two ways. Partners fund programs to develop a specific trait or sustainable ingredient or seed companies license Cibus traits and pay a royalty on every acre planted. This revenue primarily scales with acres, not with headcount. This is not a new business model: traits have earned royalties for their developers for decades, and farmers know their value. As a relationship matures, both mechanisms extend across a partner’s portfolio from a single trait in a single crop toward a pipeline of improvements in yield, disease resistance, and crop quality.
Near term, Cibus is focused on Rice herbicide tolerance and sustainable ingredients. Those two programs are where Cibus concentrates a major portion of its own development spending. Because platforms in other crops are also operational or underway, a program in any crop with an operational platform can therefore begin with trait development work rather than with years of platform construction.
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Business update
Through the second quarter of 2026, Cibus advanced its two priority programs, completed a leadership transition, and continued the cost reduction program begun earlier in the year. The Company continues to work with its global seed company partners to change the scale and speed of breeding.
Rice: During the second quarter of 2026, Cibus continued development work on both of its Rice herbicide tolerance traits. This included field trials of an improved first-generation trait, and work to identify the specific genetic changes responsible for herbicide tolerance and for fertility in that trait. Testing of the traits transferred to the Company’s Latin American customer Interoc in May 2026 is underway, which if successful would support an initial launch of Interoc’s enhanced seed products in Latin America. In August 2026, the Company and Interoc amended their letter of intent to expand the contemplated scope of the relationship from two Rice traits to five, providing for the development of three additional traits and their potential commercialization. The parties continue to negotiate a definitive agreement. Cibus has seven Rice seed-company customers across Latin America and the United States with an approximately $200.0 million annual addressable royalty opportunity across a combined estimated 5-7 million peak addressable acres. The Company is also continuing discussions with additional seed companies in Latin America and India. With respect to Cibus’ Rice herbicide tolerance program, the Company is updating its initial launch targets in Latin America with an initial launch beginning in 2028, with expansion planned into the United States in 2029. The update with respect to Latin America reflects a strategic focus on hybrid varieties with greater long-term strategic value for Cibus.
Sustainable Ingredients: Cibus’ Sustainable Ingredients program is in a commercial ramp-up phase with the Company’s consumer-products partner for its initial biofragrance product. Cibus began receiving payments for pre-commercial scale up materials in the fourth quarter of 2025. Cibus is targeting additional scale-up orders of its other initial biofragrances in the second half of 2026, and is developing additional fragrance ingredients on the same engineered yeast. Cibus also continues to advance a partner-funded lauric oils program in soybean within the broader Sustainable Ingredients portfolio.
Other programs: In Canola, work on Light Leaf Spot disease resistance advanced under the Department for Environment, Food, and Rural Affairs (DEFRA) funded UK Farming Innovation Programme. With two years of field trials in customer germplasm and a third in the midst of being harvested, the pod shatter reduction program is moving toward planting in England under the Precision Bred Organisms framework. Cibus’ second-generation Canola herbicide tolerance trait produced yield equal to the unedited parent variety in its 2025 field trials. In nutrient-use efficiency, Cibus continued its collaboration with the John Innes Centre to evaluate edited Canola material, with material transfer expected in the third quarter of 2026. Cibus also continued work toward a fully operational Soybean platform, having announced editing Soybean cells in January 2025.
Regulatory: In June 2026, following conclusion of trilogue negotiations in December 2025, the European Union approved legislation generally treating crops improved through precise genomic edits with genetic changes comparable to those achievable through conventional breeding (no foreign DNA added) on the same basis as conventionally bred crops. Herbicide tolerant plants and plants engineered to produce pesticidal substances are excluded from this regulatory treatment. The legislation entered into force in July 2026. A two-year implementation period will follow, during which the European Commission will develop the necessary secondary legislation and implementing acts. Cibus anticipates submitting materials for regulatory determination regarding its pod-shatter-reduction trait in winter oilseed rape to the United Kingdom in the near term under the recently adopted Precision Bred Organisms framework applicable with respect to England and to the European Union once implementing regulations are finalized. Cibus has received determinations from the United States Department of Agriculture’s Animal and Plant Health Inspection Service that its traits are not “regulated articles” subject to its biotechnology regulations. Ecuador and Peru have each confirmed that Cibus’ herbicide tolerance traits in Rice are equivalent to traits developed through conventional breeding and subject to the same regulations as conventional seed. The United States Food and Drug Administration has completed its review of the Company’s altered-lignin alfalfa trait and issued a letter stating it has no further questions.
Leadership: Effective June 8, 2026, Craig Wichner was appointed Chief Executive Officer. Peter Beetham, Co-Founder, who served as Interim Chief Executive Officer, continues as President and Chief Operating Officer with a focus on operations and commercial execution. Additionally, effective April 2026, Thomas Urban was appointed to the Company's Board of Directors.
Cost structure: Cibus continued its previously announced capital discipline and operational efficiency streamlining actions, and those actions are continuing under the Company’s new Chief Executive Officer. The Company now expects an annual net cash usage run-rate of approximately $35.0 million exiting 2026, reflecting continued cost discipline, while making additional investments geared toward growth initiatives, such as technology and personnel, in Cibus’ highest priority commercial programs.
The Company has incurred net losses since its inception. As of June 30, 2026, the Company had an accumulated deficit of $901.6 million. The Company’s net loss was $43.4 million for the six months ended June 30, 2026. As Cibus continues to develop its pipeline of productivity traits and as a result of its limited commercial activities, Cibus expects to continue to incur significant expenses and operating losses for the next several years. Those expenses and losses may fluctuate significantly from quarter-to-quarter and year-to-year.
The Company has incurred net losses since its inception. As of June 30, 2026, the Company had an accumulated deficit of $901.6 million. The Company’s net loss was $43.4 million for the six months ended June 30, 2026. As Cibus continues to develop its pipeline of productivity traits and as a result of its limited commercial activities, Cibus expects to continue to incur significant expenses and operating losses for the next several years. Those expenses and losses may fluctuate significantly from quarter-to-quarter and year-to-year.
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RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2026, COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2025
A summary of the Company’s results of operations for the three months ended June 30, 2026, and 2025 follows:
Three Months Ended June 30, | |||||||||||||||||||||||
| In Thousands, except per share and percentage values | 2026 | 2025 | $ Change | % Change | |||||||||||||||||||
| Revenue | $ | 994 | $ | 933 | $ | 61 | 7 | % | |||||||||||||||
| Research and development | 8,506 | 12,228 | (3,722) | (30) | % | ||||||||||||||||||
| Selling, general, and administrative | 5,413 | 6,651 | (1,238) | (19) | % | ||||||||||||||||||
| Loss from operations | (12,925) | (17,946) | 5,021 | 28 | % | ||||||||||||||||||
| Royalty liability interest expense - related parties | (9,475) | (8,668) | (807) | (9) | % | ||||||||||||||||||
| Other interest income, net | 111 | 106 | 5 | 5 | % | ||||||||||||||||||
| Non-operating income (expense), net | 150 | (23) | 173 | 752 | % | ||||||||||||||||||
| Loss before income taxes | (22,139) | (26,531) | 4,392 | 17 | % | ||||||||||||||||||
| Income tax expense | (6) | (27) | 21 | 78 | % | ||||||||||||||||||
| Net loss | $ | (22,145) | $ | (26,558) | $ | 4,413 | 17 | % | |||||||||||||||
| Net loss attributable to noncontrolling interest | — | (1,186) | 1,186 | 100 | % | ||||||||||||||||||
| Net loss attributable to Cibus, Inc. stockholders | $ | (22,145) | $ | (25,372) | $ | 3,227 | 13 | % | |||||||||||||||
| Basic and diluted net loss per share of Class A common stock | $ | (0.29) | $ | (0.61) | $ | 0.32 | 52 | % | |||||||||||||||
Revenue
Revenue was $1.0 million in the second quarter of 2026, an increase of $0.1 million from the second quarter of 2025. The increase was driven by amounts earned from collaboration agreements related to contract research for Sustainable Ingredients.
Research and Development Expense
R&D expense was $8.5 million in the second quarter of 2026, a decrease of $3.7 million from the second quarter of 2025. The decrease was primarily due to cost reduction initiatives.
Selling, General, and Administrative Expense
SG&A expense was $5.4 million in the second quarter of 2026, a decrease of $1.2 million from the second quarter of 2025. The decrease was primarily due to a decrease of $1.0 million in professional fees and $0.5 million of cost savings related to personnel and facilities cost reduction initiatives. These decreases were partially offset by $0.3 million from increases in personnel costs from promotions, pay increases, and the addition of a permanent CEO as well as reduced allocations to R&D due to reductions in costs.
Royalty Liability Interest Expense - Related Parties
Royalty liability interest expense - related parties was $9.5 million in the second quarter of 2026, an increase of $0.8 million from the second quarter of 2025. The increase is driven by the recognition of interest expense on the Royalty Liability and is consistent with the prior year.
Other Interest Income, net
Other interest income, net was $0.1 million in the second quarter of 2026, a nominal increase from the second quarter of 2025. The nominal increase was driven by slightly higher cash balances.
Non-Operating Income (Expense), net
Non-operating income (expense), net was income of $0.2 million in the second quarter of 2026, an increase in income of $0.2 million from the second quarter of 2025. The increase in income was driven by grant income towards work performed by Cibus and the fair value adjustment of Common Warrants (as defined in Note 1 to the accompanying condensed consolidated financial statements).
Net Loss Attributable to Noncontrolling Interest
There was no net loss attributable to noncontrolling interest in the second quarter of 2026, a decrease in net loss attributable to noncontrolling interest of $1.2 million, from the second quarter of 2025. The decrease in net loss attributable to noncontrolling interest is
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a result of all Up-C Units being exchanged in 2025, as the amount for the period is based on the percentage of Cibus Global that is not owned by Cibus, Inc.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2026, COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2025
A summary of the Company’s results of operations for the six months ended June 30, 2026, and 2025 follows:
Six Months Ended June 30, | |||||||||||||||||||||||
| In Thousands, except per share and percentage values | 2026 | 2025 | $ Change | % Change | |||||||||||||||||||
| Revenue | $ | 2,675 | $ | 1,967 | $ | 708 | 36 | % | |||||||||||||||
| Research and development | 17,223 | 24,027 | (6,804) | (28) | % | ||||||||||||||||||
| Selling, general, and administrative | 10,497 | 16,507 | (6,010) | (36) | % | ||||||||||||||||||
| Goodwill impairment | — | 20,950 | (20,950) | (100) | % | ||||||||||||||||||
| Loss from operations | (25,045) | (59,517) | 34,472 | 58 | % | ||||||||||||||||||
| Royalty liability interest expense - related parties | (18,596) | (17,045) | (1,551) | (9) | % | ||||||||||||||||||
| Other interest income, net | 139 | 225 | (86) | (38) | % | ||||||||||||||||||
| Non-operating income, net | 148 | 416 | (268) | (64) | % | ||||||||||||||||||
| Loss before income taxes | (43,354) | (75,921) | 32,567 | 43 | % | ||||||||||||||||||
Income tax expense | (13) | (29) | 16 | 55 | % | ||||||||||||||||||
| Net loss | $ | (43,367) | $ | (75,950) | $ | 32,583 | 43 | % | |||||||||||||||
| Net loss attributable to noncontrolling interest | — | (3,692) | 3,692 | 100 | % | ||||||||||||||||||
| Net loss attributable to Cibus, Inc. stockholders | $ | (43,367) | $ | (72,258) | $ | 28,891 | 40 | % | |||||||||||||||
| Basic and diluted net loss per share of Class A common stock | $ | (0.61) | $ | (1.88) | $ | 1.27 | 68 | % | |||||||||||||||
Revenue
Revenue was $2.7 million in the first six months of 2026, an increase of $0.7 million from the first six months of 2025. The increase was driven by amounts earned from collaboration agreements related to contract research for Sustainable Ingredients.
Research and Development Expense
R&D expense was $17.2 million in the first six months of 2026, a decrease of $6.8 million from the first six months of 2025. The decrease was primarily due to cost reduction initiatives.
Selling, General, and Administrative Expense
Selling, general, and administrative (SG&A) expense was $10.5 million in the first six months of 2026, a decrease of $6.0 million from the first six months of 2025. The decrease was primarily due to a $3.0 million litigation expense in the first quarter of 2025, a decrease of $2.1 million in professional fees, and cost savings of $1.4 million related to personnel and facilities cost reduction initiatives. These decreases were partially offset by $0.5 million from increases in personnel costs from promotions, pay increases, and the addition of a permanent CEO as well as reduced allocations to R&D due to reductions in costs.
Goodwill Impairment
There was no goodwill impairment in the first six months of 2026, a decrease of $21.0 million from the first six months of 2025. The decrease was due to the impairment of goodwill resulting from fair value assessments, based on the decline of the price of the Company’s Class A Common Stock, performed in the first quarter of 2025.
Royalty Liability Interest Expense - Related Parties
Royalty liability interest expense - related parties was $18.6 million in the first six months of 2026, an increase of $1.6 million from the first six months of 2025. The increase is driven by the recognition of interest expense on the accumulating Royalty Liability balance.
Other Interest Income, net
Other interest income, net was $0.1 million in the first six months of 2026, a decrease of $0.1 million from the first six months of 2025. The decrease was driven by lower cash balances.
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Non-Operating Income, net
Non-operating income, net was $0.1 million in the first six months of 2026, a decrease of $0.3 million from the first six months of 2025. The decrease was driven by the fair value adjustment of liability classified common warrants partially offset by grant income towards work performed by Cibus.
Net Loss Attributable to Noncontrolling Interest
There was no net loss attributable to noncontrolling interest in the first six months of 2026, a decrease in net loss attributable to noncontrolling interest of $3.7 million from the first six months of 2025. The decrease in net loss attributable to noncontrolling interest is a result of all Up-C Units being exchanged in 2025, as the amount for the period is based on the percentage of Cibus Global that is not owned by Cibus, Inc.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity
The Company’s primary source of liquidity is its cash and cash equivalents, with additional capital resources accessible from the capital markets, subject to market conditions and other factors, including limitations that may apply to the Company under applicable Nasdaq regulations.
The Company’s liquidity funds its non-discretionary cash requirements and its discretionary spending. The Company has contractual obligations related to recurring business operations, primarily related to lease payments for its corporate and laboratory facilities. The Company’s principal discretionary cash spending is for salaries, capital expenditures, short-term working capital payments, and professional and other transaction-related expenses incurred as the Company pursues additional financing. Until the Company is able to obtain additional public or private financing, it currently expects to satisfy its near-term requirements with existing cash on hand and proceeds raised from the ATM Facility, defined below.
As of June 30, 2026, the Company had $20.4 million of cash and cash equivalents. Current liabilities were $14.4 million as of June 30, 2026. The Company incurred a net loss of $43.4 million for the six months ended June 30, 2026. As of June 30, 2026, the Company had an accumulated deficit of $901.6 million and expects to continue to incur losses in the future.
Liquidity
The Company’s primary source of liquidity is its cash and cash equivalents, with additional capital resources accessible from the capital markets, subject to market conditions and other factors, including limitations that may apply to the Company under applicable Nasdaq regulations.
The Company’s liquidity funds its non-discretionary cash requirements and its discretionary spending. The Company has contractual obligations related to recurring business operations, primarily related to lease payments for its corporate and laboratory facilities. The Company’s principal discretionary cash spending is for salaries, capital expenditures, short-term working capital payments, and professional and other transaction-related expenses incurred as the Company pursues additional financing. Until the Company is able to obtain additional public or private financing, it currently expects to satisfy its near-term requirements with existing cash on hand and proceeds raised from the ATM Facility, defined below.
As of June 30, 2026, the Company had $20.4 million of cash and cash equivalents. Current liabilities were $14.4 million as of June 30, 2026. The Company incurred a net loss of $43.4 million for the six months ended June 30, 2026. As of June 30, 2026, the Company had an accumulated deficit of $901.6 million and expects to continue to incur losses in the future.
Cash Flows from Operating Activities
| Six Months Ended June 30, | ||||||||||||||||||||||||||
| In Thousands, except percentage values | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| Net loss | $ | (43,367) | $ | (75,950) | $ | 32,583 | 43 | % | ||||||||||||||||||
| Royalty liability interest expense - related parties | 18,596 | 17,045 | 1,551 | 9 | % | |||||||||||||||||||||
| Goodwill impairment | — | 20,950 | (20,950) | (100) | % | |||||||||||||||||||||
| Depreciation and amortization | 2,359 | 3,209 | (850) | (26) | % | |||||||||||||||||||||
| Stock-based compensation | 3,055 | 4,477 | (1,422) | (32) | % | |||||||||||||||||||||
| Loss on disposal of assets, net | 4 | 80 | (76) | (95) | % | |||||||||||||||||||||
| Change in fair value of liability classified Class A common stock warrants | (41) | (455) | 414 | 91 | % | |||||||||||||||||||||
| Other | (2) | 49 | (51) | (104) | % | |||||||||||||||||||||
| Changes in operating assets and liabilities | (1,498) | 5,164 | (6,662) | (129) | % | |||||||||||||||||||||
| Net cash used in operating activities | $ | (20,894) | $ | (25,431) | $ | 4,537 | 18 | % | ||||||||||||||||||
Net cash used in operating activities was $20.9 million in the first six months of 2026, a decrease in cash used of $4.5 million from the first six months of 2025. The decrease in cash used is driven by a $8.2 million decrease in net loss, primarily related to an increase of $0.7 million in revenue and $0.1 million in non-operating income in addition to cost reduction initiatives including decreases of $2.6 million in personnel and travel related expenses, $1.9 million in facilities and other corporate expenses, $1.8 million in professional fees, and $1.1 million in lab supplies and field trials. The improved net loss is offset by a decrease of $3.7 million from the changes in operating assets and liabilities. The decrease is due to $2.3 million lower accounts payable and accrued expenses, $1.2 million lower right-of-use assets and liabilities due to the end of Nancy Ridge rent abatement, $0.4 million higher accounts receivable, $0.2 million lower prepaid expenses, and $0.1 million lower deferred revenue.
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Cash Flows from Investing Activities
| Six Months Ended June 30, | ||||||||||||||||||||||||||
| In Thousands, except percentage values | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| Proceeds from sales of property, plant, and equipment | $ | 43 | $ | — | $ | 43 | NM | |||||||||||||||||||
| Purchases of property, plant, and equipment | (73) | (384) | 311 | 81 | % | |||||||||||||||||||||
| Net cash used in investing activities | $ | (30) | $ | (384) | $ | 354 | 92 | % | ||||||||||||||||||
Net cash used in investing activities was nominal in the first six months of 2026, a decrease of $0.4 million from the first six months of 2025. The decrease in cash used was driven by a decrease in purchases of property, plant, and equipment from the prior year.
Cash Flows from Financing Activities
| Six Months Ended June 30, | ||||||||||||||||||||||||||
| In Thousands, except percentage values | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| Proceeds from issuances of securities | $ | 37,260 | $ | 50,100 | $ | (12,840) | (26) | % | ||||||||||||||||||
| Costs paid related to issuances of securities | (5,357) | (1,951) | (3,406) | (175) | % | |||||||||||||||||||||
| Payment of taxes related to restricted stock units withheld from employees | (115) | (39) | (76) | (195) | % | |||||||||||||||||||||
| Repayments of notes payable | (352) | (279) | (73) | (26) | % | |||||||||||||||||||||
| Net cash provided by financing activities | $ | 31,436 | $ | 47,831 | $ | (16,395) | (34) | % | ||||||||||||||||||
Net cash provided by financing activities was $31.4 million in the first six months of 2026, a decrease of $16.4 million from the first six months of 2025. The decrease was primarily due to a decrease of $16.2 million of net proceeds from less capital raised in 2026.
Capital Resources
The Company’s primary source of liquidity is its cash and cash equivalents, with additional capital resources accessible, subject to market conditions and other factors, including limitations that may apply to the Company under applicable Nasdaq and SEC regulations, from the capital markets, including through stock offerings of common stock or other securities, which may be implemented pursuant to the Company’s effective registration statement on Form S-3.
January 2026 SEC-Registered Public Offering
In January 2026, the Company issued 14,836,664 shares of its Class A Common Stock, including 333,333 shares issued to Mr. Riggs (January 2026 Follow-On Offering). The offering price for each share of Class A Common Stock was $1.50. The Company received net proceeds related to the January 2026 Follow-On Offering of approximately $19.8 million after deducting approximately $2.5 million for underwriting discounts and commissions and certain other offering expenses payable by the Company.
March 2026 SEC-Registered Public Offering
In March 2026, the Company issued 6,976,744 shares of its Class A Common Stock (March 2026 Follow-On Offering). The offering price for each share of Class A Common Stock was $2.15. The Company received net proceeds related to the March 2026 Follow-On Offering of approximately $13.6 million after deducting approximately $1.4 million for underwriting discounts and commissions and certain other offering expenses payable by the Company.
ATM Facility
On May 15, 2026, the Company entered into an Open Market Sale Agreement (Sales Agreement) with Jefferies, LLC (Jefferies). Pursuant to the terms of the Sales Agreement, the Company may offer and sell through Jefferies, from time-to-time and at its sole discretion, shares of the Company’s Class A Common Stock, having an aggregate offering price of up to $50.0 million (ATM Facility). During the six months ended June 30, 2026, the Company issued 3,059 shares of Class A Common Stock under the ATM Facility. Due to commissions and other offering expenses payable by the Company related to the establishment of the ATM Facility, there were no net proceeds received in the six months ended June 30, 2026.
March 2026 SEC-Registered Public Offering
In March 2026, the Company issued 6,976,744 shares of its Class A Common Stock (March 2026 Follow-On Offering). The offering price for each share of Class A Common Stock was $2.15. The Company received net proceeds related to the March 2026 Follow-On Offering of approximately $13.6 million after deducting approximately $1.4 million for underwriting discounts and commissions and certain other offering expenses payable by the Company.
ATM Facility
On May 15, 2026, the Company entered into an Open Market Sale Agreement (Sales Agreement) with Jefferies, LLC (Jefferies). Pursuant to the terms of the Sales Agreement, the Company may offer and sell through Jefferies, from time-to-time and at its sole discretion, shares of the Company’s Class A Common Stock, having an aggregate offering price of up to $50.0 million (ATM Facility). During the six months ended June 30, 2026, the Company issued 3,059 shares of Class A Common Stock under the ATM Facility. Due to commissions and other offering expenses payable by the Company related to the establishment of the ATM Facility, there were no net proceeds received in the six months ended June 30, 2026.
Operating Capital Requirements
The Company has incurred losses since its inception and anticipates that it will continue to generate losses for the next several years. The
The Company has incurred losses since its inception and anticipates that it will continue to generate losses for the next several years. The
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Company’s net loss was $43.4 million and cash used in operating activities was $20.9 million for the six months ended June 30, 2026. As of June 30, 2026, the Company had $20.4 million of cash and cash equivalents. Current liabilities were $14.4 million as of June 30, 2026. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance of these condensed consolidated financial statements.
Cibus has taken a series of cost cutting initiatives designed to streamline its cost structure, however, Cibus will need to raise additional capital to support its business plans and successful execution of these plans is not within the Company’s control. In light of these streamlining cost reduction actions, the Company has significantly reduced its annual net cash usage. Cibus expects an annual net cash usage run-rate of approximately $35.0 million existing 2026, reflecting such continued cost discipline, while making additional strategic investments geared toward growth, such as technology and personnel, in the Company’s highest priority commercial programs. The Company anticipates that such efforts will contribute toward an appropriate balance between improved cash flow and financial stability and strategic growth. The Company is in the process of completing the consolidation of its core operations to San Diego, California while prioritizing resources toward advancing its Rice and Sustainable Ingredients programs with additional investments to support growth such as in technology and personnel.
Cibus expects to finance a portion of future cash needs through (i) cash on hand, (ii) commercialization activities, which may result in various types of revenue streams from future product development agreements and technology licenses, including upfront and milestone payments, annual license fees, and royalties, (iii) government or other third party funding, (iv) public or private equity or debt financings (including through the continued availability of the ATM Facility or another continuous offering facility), or (v) a combination of the foregoing. However, capital generated by commercialization activities, if any, is expected to be received over a period of time and near-term additional capital may not be available on reasonable terms, if at all. Cibus' Board of Directors continues to evaluate a full range of strategic alternatives to maximize stockholder value.
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.
The Company’s ability to continue as a going concern will depend on its ability to obtain additional public or private equity or debt financing (including through the continued availability of the ATM Facility or another continuous offering facility), obtain government or private grants and other similar types of funding, attain further operating efficiencies, reduce or contain expenditures, and, ultimately, to generate revenue. The Company believes that its cash and cash equivalents as of June 30, 2026, is not sufficient to fund its operations for a period of 12 months or more from the date of this filing. Taking into account the impact of cost saving initiatives implemented through the date of this Quarterly Report on Form 10-Q and without giving effect to potential financing transactions Cibus may pursue, Cibus expects that its existing cash and cash equivalents is sufficient to fund planned operating expenses and capital expenditure requirements into early in the first quarter of 2027, reflecting current cash usage expectations. The Company’s assessment of the period of time through which its financial resources will be adequate to support its operations is a forward-looking statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors. The Company has based this estimate on assumptions that may prove to be wrong. Circumstances and business conditions may change that would require the Company to use its cash resources for purposes beyond those that are currently forecast. Any such unexpected uses of cash resources necessarily shorten the Company’s cash runway, as projected without taking into account such matters. In addition, changes in market conditions, including market volatility arising out of dynamic and shifting global trade policies, may reduce the Company’s opportunities to raise additional capital, including through the public or private capital markets and the ATM Facility.
The Company will need to raise additional capital to support its business plans to continue as a going concern within one year after the date that the accompanying condensed consolidated financial statements are issued. If the Company is unable to raise additional capital in a sufficient amount or on acceptable terms in the near term, the Company may have to implement additional, more stringent cost reduction measures to manage liquidity, and the Company may have to significantly delay, scale back, or cease operations, in part or in full. If the Company raises additional funds through the issuance of additional debt or equity securities, including as part of a strategic alternative, it could result in substantial dilution to its existing stockholders and increased fixed payment obligations, and these securities may have rights senior to those of the Company’s shares of common stock. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance of the condensed consolidated financial statements included in this Quarterly Report. Any of these events could impact the Company’s business, financial condition, and prospects.
The Company’s financing needs are subject to change depending on, among other things, the success of its trait and product development efforts, the effective execution of its business model, its revenue, and its efforts to effectively manage expenses. The effects of macroeconomic events and potential geopolitical developments on the financial markets and broader economic uncertainties may make obtaining capital through equity or debt financings more challenging and may exacerbate the risk that such capital, if available, may not be available on terms acceptable to the Company.
Cibus has taken a series of cost cutting initiatives designed to streamline its cost structure, however, Cibus will need to raise additional capital to support its business plans and successful execution of these plans is not within the Company’s control. In light of these streamlining cost reduction actions, the Company has significantly reduced its annual net cash usage. Cibus expects an annual net cash usage run-rate of approximately $35.0 million existing 2026, reflecting such continued cost discipline, while making additional strategic investments geared toward growth, such as technology and personnel, in the Company’s highest priority commercial programs. The Company anticipates that such efforts will contribute toward an appropriate balance between improved cash flow and financial stability and strategic growth. The Company is in the process of completing the consolidation of its core operations to San Diego, California while prioritizing resources toward advancing its Rice and Sustainable Ingredients programs with additional investments to support growth such as in technology and personnel.
Cibus expects to finance a portion of future cash needs through (i) cash on hand, (ii) commercialization activities, which may result in various types of revenue streams from future product development agreements and technology licenses, including upfront and milestone payments, annual license fees, and royalties, (iii) government or other third party funding, (iv) public or private equity or debt financings (including through the continued availability of the ATM Facility or another continuous offering facility), or (v) a combination of the foregoing. However, capital generated by commercialization activities, if any, is expected to be received over a period of time and near-term additional capital may not be available on reasonable terms, if at all. Cibus' Board of Directors continues to evaluate a full range of strategic alternatives to maximize stockholder value.
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.
The Company’s ability to continue as a going concern will depend on its ability to obtain additional public or private equity or debt financing (including through the continued availability of the ATM Facility or another continuous offering facility), obtain government or private grants and other similar types of funding, attain further operating efficiencies, reduce or contain expenditures, and, ultimately, to generate revenue. The Company believes that its cash and cash equivalents as of June 30, 2026, is not sufficient to fund its operations for a period of 12 months or more from the date of this filing. Taking into account the impact of cost saving initiatives implemented through the date of this Quarterly Report on Form 10-Q and without giving effect to potential financing transactions Cibus may pursue, Cibus expects that its existing cash and cash equivalents is sufficient to fund planned operating expenses and capital expenditure requirements into early in the first quarter of 2027, reflecting current cash usage expectations. The Company’s assessment of the period of time through which its financial resources will be adequate to support its operations is a forward-looking statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors. The Company has based this estimate on assumptions that may prove to be wrong. Circumstances and business conditions may change that would require the Company to use its cash resources for purposes beyond those that are currently forecast. Any such unexpected uses of cash resources necessarily shorten the Company’s cash runway, as projected without taking into account such matters. In addition, changes in market conditions, including market volatility arising out of dynamic and shifting global trade policies, may reduce the Company’s opportunities to raise additional capital, including through the public or private capital markets and the ATM Facility.
The Company will need to raise additional capital to support its business plans to continue as a going concern within one year after the date that the accompanying condensed consolidated financial statements are issued. If the Company is unable to raise additional capital in a sufficient amount or on acceptable terms in the near term, the Company may have to implement additional, more stringent cost reduction measures to manage liquidity, and the Company may have to significantly delay, scale back, or cease operations, in part or in full. If the Company raises additional funds through the issuance of additional debt or equity securities, including as part of a strategic alternative, it could result in substantial dilution to its existing stockholders and increased fixed payment obligations, and these securities may have rights senior to those of the Company’s shares of common stock. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance of the condensed consolidated financial statements included in this Quarterly Report. Any of these events could impact the Company’s business, financial condition, and prospects.
The Company’s financing needs are subject to change depending on, among other things, the success of its trait and product development efforts, the effective execution of its business model, its revenue, and its efforts to effectively manage expenses. The effects of macroeconomic events and potential geopolitical developments on the financial markets and broader economic uncertainties may make obtaining capital through equity or debt financings more challenging and may exacerbate the risk that such capital, if available, may not be available on terms acceptable to the Company.
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CONTRACTUAL OBLIGATIONS, COMMITMENTS, AND CONTINGENCIES
In June 2026, the Company's warehouse lease term was extended until November 2031. The additional operating lease right-of-use asset and associated operating lease liability was $0.7 million.
From time-to-time, the Company may be involved in legal proceedings arising in the ordinary course of business.
The Company was not a party to any material pending legal proceedings as of June 30, 2026.
CRITICAL ACCOUNTING ESTIMATES
The preceding discussion and analysis of the Company’s financial condition and results of operations are based upon its condensed consolidated financial statements and the related disclosures, which have been prepared in accordance with United States GAAP. The preparation of these condensed consolidated financial statements requires the Company to make estimates, assumptions, and judgments that affect the reported amounts in its condensed consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company believes the policies discussed in Note 1, Nature of Business & Summary of Significant Accounting Policies, are the most critical to an understanding of its financial condition and results of operations because they require it to make estimates, assumptions, and judgments about matters that are inherently uncertain.
As of June 30, 2026, there were no material changes in the Company's critical accounting policies and estimates as disclosed in its Annual Report.
The preceding discussion and analysis of the Company’s financial condition and results of operations are based upon its condensed consolidated financial statements and the related disclosures, which have been prepared in accordance with United States GAAP. The preparation of these condensed consolidated financial statements requires the Company to make estimates, assumptions, and judgments that affect the reported amounts in its condensed consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company believes the policies discussed in Note 1, Nature of Business & Summary of Significant Accounting Policies, are the most critical to an understanding of its financial condition and results of operations because they require it to make estimates, assumptions, and judgments about matters that are inherently uncertain.
As of June 30, 2026, there were no material changes in the Company's critical accounting policies and estimates as disclosed in its Annual Report.
Item 4. Controls and Procedures.
Management’s Evaluation of Disclosure Controls and Procedures
Based on an evaluation under the supervision and with the participation of the Company’s management, its principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, were effective as of June 30, 2026.
Management’s Evaluation of Disclosure Controls and Procedures
Based on an evaluation under the supervision and with the participation of the Company’s management, its principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, were effective as of June 30, 2026.
Changes in Internal Control over Financial Reporting
No changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
No changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is not a party to any material pending legal proceedings as of June 30, 2026. From time-to-time, the Company may be involved in legal proceedings arising in the ordinary course of business.
The Company is not a party to any material pending legal proceedings as of June 30, 2026. From time-to-time, the Company may be involved in legal proceedings arising in the ordinary course of business.
Item 1A. Risk Factors.
There have been no material changes in risk factors from those disclosed in the Company’s Annual Report.
There have been no material changes in risk factors from those disclosed in the Company’s Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
During the period covered by this Quarterly Report on Form 10-Q, the Company did not issue any unregistered equity securities.
Issuer Purchases of Equity Securities
The Company did not repurchase any shares of Class A Common Stock or Class B Common Stock during the period covered by this Quarterly Report on Form 10-Q. During the six months ended June 30, 2026, 56,122 shares of Class A Common Stock were withheld for net share settlement resulting from restricted stock unit award vesting.
Unregistered Sales of Equity Securities
During the period covered by this Quarterly Report on Form 10-Q, the Company did not issue any unregistered equity securities.
Issuer Purchases of Equity Securities
The Company did not repurchase any shares of Class A Common Stock or Class B Common Stock during the period covered by this Quarterly Report on Form 10-Q. During the six months ended June 30, 2026, 56,122 shares of Class A Common Stock were withheld for net share settlement resulting from restricted stock unit award vesting.
Item 5. Other Information.
During the Company’s fiscal quarter ended June 30, 2026, none of the Company’s directors or officersadopted terminated
During the Company’s fiscal quarter ended June 30, 2026, none of the Company’s directors or officers
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Item 6. Exhibits.
(a)Index of Exhibits
Exhibit Number | Description | |||||||
| 3.1 | Second Amended and Restated Certificate of Incorporation of Cibus, Inc., dated May 31, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 1, 2023) | |||||||
| 3.2 | Amended and Restated Bylaws of Cibus, Inc., dated May 31, 2023 (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on June 1, 2023) | |||||||
| 10.1*†+# | Executive Employment Agreement, dated as of June 8, 2026, between Cibus, Inc. and Craig Wichner | |||||||
| 10.2* | Open Market Sale Agreement, dated May 15, 2026, between Cibus, Inc. and Jefferies, LLC (incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form S-3, filed on May 15, 2026) | |||||||
| 10.3* | Form of Employee Proprietary Information, Nondisclosure and Innovation Assignment Agreement | |||||||
| 10.4* | Form of Employee Proprietary Information, Inventions, Non-Compete and Non-Solicit Agreement | |||||||
31.1* | Certification of the Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act | |||||||
| 31.2* | Certification of the Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act | |||||||
32.1* | Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
| 101.INS* | Inline XBRL Instance Document | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104* | The cover page for the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, has been formatted in Inline XBRL (contained in Exhibit 101) | |||||||
_______________________________________
* Filed herewith.
† Indicates management contract or compensatory plan.
+ Certain confidential portions of this exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) is the type of information that the Company treats as private or confidential.
# Certain information in this exhibit has been redacted pursuant to Item 601(a)(6) of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 13, 2026.
| CIBUS, INC. | |||||||||||
| By: | /s/ Craig Wichner | ||||||||||
| Name: | Craig Wichner | ||||||||||
| Title: | Chief Executive Officer (Principal Executive Officer) | ||||||||||
| By: | /s/ Cornelis (Carlo) Broos | ||||||||||
| Name: | Cornelis (Carlo) Broos | ||||||||||
| Title: | Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||||||
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