Cibus issues going-concern warning with $10.7M cash

Available on EDGAR 11/12/2026 - 04:35 PM EST Accepted by SEC EDGAR 11/12/2026 - 04:34 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Cibus, Inc. (CBUS) reported third-quarter revenue of $800,000, up 30% from $615,000 a year earlier, and net loss of $21.941 million versus $24.303 million. For the nine months ended September 30, 2026, revenue was $3.475 million, up 35% from $2.582 million, while net loss was $65.308 million versus $100.253 million. Operating cash use was $30.2 million. At September 30, 2026, cash and equivalents were $10.7 million and current liabilities were $13.9 million. Cibus said these factors raise substantial doubt about its ability to continue as a going concern within one year from issuance. It says additional capital is needed and expects an annual net cash usage run-rate of approximately $35.0 million exiting 2026.

Rice herbicide-tolerance traits entered field testing in customer Interoc’s own varieties in late September 2026, with results expected in the first quarter of 2027; Cibus continues to negotiate toward a definitive commercialization agreement with Interoc. The partner-funded Indian mustard program with Crystal Crop began during the quarter. Cibus’s consumer-products partner approved its first two biofragrance ingredients for use in products, and Cibus initiated manufacturing for anticipated production runs.

2 points · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 1 point

How the balance works

Positive

• Moderate pointNine-month revenue increased 35% to $3.475 million.
• Moderate pointNine-month net loss narrowed 35% to $65.308 million.

Negative

• Major pointGoing-concern warning: $10.7 million cash at September 30, 2026.

Filing Explained

Through September 30, Cibus had issued 96,680 ATM shares but received no net proceeds; the $50 million facility is discretionary sales capacity.

Cibus reports issuing 21,813,408 Class A shares in registered public offerings during the first nine months of 2026; the new shares increase the share count and reduce existing holders’ percentage ownership, absent offsetting changes.

Separately, Cibus may sell Class A shares at its discretion through an at-the-market facility with an aggregate offering-price limit of $50 million. Through September 30, 2026, it had issued 96,680 shares under the facility, but received no net proceeds during the nine months, citing commissions and other offering expenses related to establishing it.

Key Figures

Third-quarter revenue: $800,000 Third-quarter net loss: $21.941 million Nine-month revenue: $3.475 million +5 more

8 metrics

Third-quarter revenue $800,000 Three months ended September 30, 2026; $615,000 in the 2025 quarter.

Third-quarter net loss $21.941 million Three months ended September 30, 2026; $24.303 million in the 2025 quarter.

Nine-month revenue $3.475 million Nine months ended September 30, 2026; $2.582 million in 2025.

Nine-month net loss $65.308 million Nine months ended September 30, 2026; $100.253 million in 2025.

Cash used in operating activities $30.2 million Nine months ended September 30, 2026.

Cash and cash equivalents $10.7 million As of September 30, 2026.

Current liabilities $13.9 million As of September 30, 2026.

Annual net cash usage run-rate Approximately $35.0 million Expected exiting 2026.

Key Terms

going concern, Royalty Liability, ATM Facility, Precision Bred Organisms framework, +2 more

6 terms

going concern financial

"substantial doubt about its 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 Royalty Liability reflected an effective yield of 16.5 percent"

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.

ATM Facility financial

"shares of the Company’s Class A Common Stock, having an aggregate offering price of up to $50.0 million"

An ATM facility (short for “at‑the‑market” facility) is a way for a company to raise money by selling newly issued shares directly into the open market at prevailing prices through an intermediary. Think of it like selling slices of a pie one at a time at whatever buyers are willing to pay; it gives the company flexible, on‑demand access to cash but can increase the number of shares outstanding and put downward pressure on the stock price, which matters to investors' ownership and per‑share value.

Precision Bred Organisms framework regulatory

"approval to plant its pod-shatter-reduction trait under the Precision Bred Organisms framework"

antidilutive financial

"excluded from the computation of diluted net loss per share as the effect would be antidilutive"

Describes a potential common share — such as a convertible bond, convertible preferred, option or warrant — that would, if included in the diluted earnings-per-share calculation, increase (or fail to decrease) reported earnings per share rather than dilute it. Accounting rules require such securities to be excluded from diluted EPS because their assumed conversion would make EPS higher (or make a loss per share smaller), so they are not treated as dilutive when reporting diluted figures.

Direct BreedingSM technical

"Cibus calls this system Direct BreedingSM"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were CBUS’s third-quarter 2026 revenue and net loss?

CBUS reported revenue of $800,000 and net loss of $21.941 million for the three months ended September 30, 2026. The year-earlier quarter recorded $615,000 in revenue and a $24.303 million net loss. Cibus attributed the revenue increase primarily to contract research collaboration revenue for Sustainable Ingredients.

What were CBUS’s revenue and net loss for the first nine months of 2026?

CBUS reported revenue of $3.475 million and net loss of $65.308 million for the nine months ended September 30, 2026, compared with $2.582 million revenue and $100.253 million net loss in 2025. Net cash used in operating activities was $30.2 million in the 2026 period.

Why did CBUS disclose substantial doubt about continuing as a going concern?

At September 30, 2026, CBUS had $10.7 million in cash and cash equivalents and $13.9 million in current liabilities. It used $30.2 million in operating cash during the first nine months of 2026. Cibus said these factors raise substantial doubt about its ability to continue as a going concern within one year from issuance and said it will need additional capital.

AI-generated analysis. How Rhea-AI works. Not financial advice.

10-Q Quarterly Reports: What Changes Quarter to Quarter →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

000170584312-312026Q3false0.0P3Y0xbrli:sharesiso4217:USDiso4217:USDxbrli:sharescbus:class_of_stockxbrli:purecbus:segmentutr:Ycbus:option00017058432026-01-012026-09-300001705843us-gaap:CommonClassAMember2026-11-060001705843us-gaap:CommonClassBMember2026-11-0600017058432026-09-3000017058432025-12-310001705843us-gaap:CommonClassAMember2026-09-300001705843us-gaap:CommonClassAMember2025-12-310001705843us-gaap:CommonClassBMember2025-12-310001705843us-gaap:CommonClassBMember2026-09-3000017058432026-07-012026-09-3000017058432025-07-012025-09-3000017058432025-01-012025-09-300001705843us-gaap:CommonClassAMemberus-gaap:CommonStockMember2026-06-300001705843us-gaap:CommonClassBMemberus-gaap:CommonStockMember2026-06-300001705843us-gaap:AdditionalPaidInCapitalMember2026-06-300001705843us-gaap:TreasuryStockCommonMember2026-06-300001705843us-gaap:RetainedEarningsMember2026-06-300001705843us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-06-3000017058432026-06-300001705843us-gaap:RetainedEarningsMember2026-07-012026-09-300001705843us-gaap:AdditionalPaidInCapitalMember2026-07-012026-09-300001705843us-gaap:CommonClassAMemberus-gaap:CommonStockMember2026-07-012026-09-300001705843us-gaap:CommonClassAMembercbus:AtTheMarketOfferingMemberus-gaap:CommonStockMember2026-07-012026-09-300001705843us-gaap:TreasuryStockCommonMember2026-07-012026-09-300001705843us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-07-012026-09-300001705843us-gaap:CommonClassAMemberus-gaap:CommonStockMember2026-09-300001705843us-gaap:CommonClassBMemberus-gaap:CommonStockMember2026-09-300001705843us-gaap:AdditionalPaidInCapitalMember2026-09-300001705843us-gaap:TreasuryStockCommonMember2026-09-300001705843us-gaap:RetainedEarningsMember2026-09-300001705843us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-09-300001705843us-gaap:CommonClassAMemberus-gaap:CommonStockMember2025-06-300001705843us-gaap:CommonClassBMemberus-gaap:CommonStockMember2025-06-300001705843us-gaap:AdditionalPaidInCapitalMember2025-06-300001705843us-gaap:TreasuryStockCommonMember2025-06-300001705843us-gaap:RetainedEarningsMember2025-06-300001705843us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-06-300001705843us-gaap:ParentMember2025-06-300001705843us-gaap:NoncontrollingInterestMember2025-06-3000017058432025-06-300001705843us-gaap:RetainedEarningsMember2025-07-012025-09-300001705843us-gaap:ParentMember2025-07-012025-09-300001705843us-gaap:NoncontrollingInterestMember2025-07-012025-09-300001705843us-gaap:AdditionalPaidInCapitalMember2025-07-012025-09-300001705843us-gaap:CommonClassAMemberus-gaap:CommonStockMember2025-07-012025-09-300001705843us-gaap:TreasuryStockCommonMember2025-07-012025-09-300001705843us-gaap:CommonClassBMemberus-gaap:CommonStockMember2025-07-012025-09-300001705843us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-07-012025-09-300001705843us-gaap:CommonClassAMemberus-gaap:CommonStockMember2025-09-300001705843us-gaap:CommonClassBMemberus-gaap:CommonStockMember2025-09-300001705843us-gaap:AdditionalPaidInCapitalMember2025-09-300001705843us-gaap:TreasuryStockCommonMember2025-09-300001705843us-gaap:RetainedEarningsMember2025-09-300001705843us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-09-300001705843us-gaap:ParentMember2025-09-300001705843us-gaap:NoncontrollingInterestMember2025-09-3000017058432025-09-300001705843us-gaap:CommonClassAMemberus-gaap:CommonStockMember2025-12-310001705843us-gaap:CommonClassBMemberus-gaap:CommonStockMember2025-12-310001705843us-gaap:AdditionalPaidInCapitalMember2025-12-310001705843us-gaap:TreasuryStockCommonMember2025-12-310001705843us-gaap:RetainedEarningsMember2025-12-310001705843us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310001705843us-gaap:ParentMember2025-12-310001705843us-gaap:RetainedEarningsMember2026-01-012026-09-300001705843us-gaap:ParentMember2026-01-012026-09-300001705843us-gaap:AdditionalPaidInCapitalMember2026-01-012026-09-300001705843us-gaap:CommonClassAMemberus-gaap:CommonStockMember2026-01-012026-09-300001705843us-gaap:CommonClassAMembercbus:AtTheMarketOfferingMemberus-gaap:CommonStockMember2026-01-012026-09-300001705843us-gaap:CommonClassAMembercbus:RegisteredDirectOfferingMemberus-gaap:CommonStockMember2026-01-012026-09-300001705843cbus:RegisteredDirectOfferingMemberus-gaap:AdditionalPaidInCapitalMember2026-01-012026-09-300001705843cbus:RegisteredDirectOfferingMemberus-gaap:ParentMember2026-01-012026-09-300001705843us-gaap:TreasuryStockCommonMember2026-01-012026-09-300001705843us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-01-012026-09-300001705843us-gaap:ParentMember2026-09-3000017058432024-12-310001705843us-gaap:CommonClassAMemberus-gaap:CommonStockMember2024-12-310001705843us-gaap:CommonClassBMemberus-gaap:CommonStockMember2024-12-310001705843us-gaap:AdditionalPaidInCapitalMember2024-12-310001705843us-gaap:TreasuryStockCommonMember2024-12-310001705843us-gaap:RetainedEarningsMember2024-12-310001705843us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001705843us-gaap:ParentMember2024-12-310001705843us-gaap:NoncontrollingInterestMember2024-12-310001705843us-gaap:RetainedEarningsMember2025-01-012025-09-300001705843us-gaap:ParentMember2025-01-012025-09-300001705843us-gaap:NoncontrollingInterestMember2025-01-012025-09-300001705843us-gaap:AdditionalPaidInCapitalMember2025-01-012025-09-300001705843us-gaap:CommonClassAMemberus-gaap:CommonStockMember2025-01-012025-09-300001705843us-gaap:TreasuryStockCommonMember2025-01-012025-09-300001705843us-gaap:CommonClassBMemberus-gaap:CommonStockMember2025-01-012025-09-300001705843us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-09-300001705843cbus:CibusGlobalMember2025-12-310001705843us-gaap:EmployeeStockOptionMember2026-01-012026-09-300001705843us-gaap:EmployeeStockOptionMember2025-01-012025-09-300001705843us-gaap:RestrictedStockUnitsRSUMember2026-01-012026-09-300001705843us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-09-300001705843us-gaap:RestrictedStockMember2026-01-012026-09-300001705843us-gaap:RestrictedStockMember2025-01-012025-09-300001705843us-gaap:WarrantMember2026-01-012026-09-300001705843us-gaap:WarrantMember2025-01-012025-09-300001705843cbus:ReportableSegmentMember2026-07-012026-09-300001705843cbus:ReportableSegmentMember2025-07-012025-09-300001705843cbus:ReportableSegmentMember2026-01-012026-09-300001705843cbus:ReportableSegmentMember2025-01-012025-09-300001705843cbus:CommonWarrantsMemberus-gaap:FairValueInputsLevel1Member2026-09-300001705843cbus:CommonWarrantsMemberus-gaap:FairValueInputsLevel2Member2026-09-300001705843cbus:CommonWarrantsMemberus-gaap:FairValueInputsLevel3Member2026-09-300001705843cbus:CommonWarrantsMember2026-09-300001705843cbus:CommonWarrantsMemberus-gaap:FairValueInputsLevel1Member2025-12-310001705843cbus:CommonWarrantsMemberus-gaap:FairValueInputsLevel2Member2025-12-310001705843cbus:CommonWarrantsMemberus-gaap:FairValueInputsLevel3Member2025-12-310001705843cbus:CommonWarrantsMember2025-12-310001705843us-gaap:FairValueInputsLevel1Member2026-09-300001705843us-gaap:FairValueInputsLevel2Member2026-09-300001705843us-gaap:FairValueInputsLevel3Member2026-09-300001705843us-gaap:FairValueInputsLevel1Member2025-12-310001705843us-gaap:FairValueInputsLevel2Member2025-12-310001705843us-gaap:FairValueInputsLevel3Member2025-12-310001705843cbus:CommonWarrantsMember2026-06-300001705843cbus:CommonWarrantsMember2025-06-300001705843cbus:CommonWarrantsMember2026-07-012026-09-300001705843cbus:CommonWarrantsMember2025-07-012025-09-300001705843cbus:CommonWarrantsMember2025-09-300001705843cbus:CommonWarrantsMember2024-12-310001705843cbus:CommonWarrantsMember2026-01-012026-09-300001705843cbus:CommonWarrantsMember2025-01-012025-09-300001705843cbus:A2024CommonWarrantsEquityClassifiedMember2025-01-310001705843cbus:A2024CommonWarrantsMemberus-gaap:CommonClassAMember2025-01-012025-01-240001705843cbus:A2024CommonWarrantsEquityClassifiedMember2025-05-220001705843cbus:A2024CommonWarrantsMemberus-gaap:CommonClassAMember2025-04-012025-05-230001705843srt:MinimumMember2026-09-300001705843srt:MaximumMember2026-09-300001705843srt:MinimumMember2025-12-310001705843srt:MaximumMember2025-12-310001705843us-gaap:MeasurementInputRiskFreeInterestRateMembersrt:MinimumMember2026-09-300001705843us-gaap:MeasurementInputRiskFreeInterestRateMembersrt:MaximumMember2026-09-300001705843us-gaap:MeasurementInputRiskFreeInterestRateMember2025-12-310001705843us-gaap:MeasurementInputOptionVolatilityMembersrt:MinimumMember2026-09-300001705843us-gaap:MeasurementInputOptionVolatilityMembersrt:MaximumMember2026-09-300001705843us-gaap:MeasurementInputOptionVolatilityMembersrt:MinimumMember2025-12-310001705843us-gaap:MeasurementInputOptionVolatilityMembersrt:MaximumMember2025-12-310001705843us-gaap:MeasurementInputExpectedTermMembersrt:MinimumMember2026-09-300001705843us-gaap:MeasurementInputExpectedTermMembersrt:MaximumMember2026-09-300001705843us-gaap:MeasurementInputExpectedTermMembersrt:MinimumMember2025-12-310001705843us-gaap:MeasurementInputExpectedTermMembersrt:MaximumMember2025-12-310001705843srt:MinimumMemberus-gaap:BuildingMember2026-09-300001705843srt:MaximumMemberus-gaap:BuildingMember2026-09-300001705843us-gaap:BuildingMember2026-09-300001705843us-gaap:BuildingMember2025-12-310001705843us-gaap:LeaseholdImprovementsMember2026-09-300001705843us-gaap:LeaseholdImprovementsMember2025-12-310001705843srt:MinimumMemberus-gaap:FurnitureAndFixturesMember2026-09-300001705843srt:MaximumMemberus-gaap:FurnitureAndFixturesMember2026-09-300001705843us-gaap:FurnitureAndFixturesMember2026-09-300001705843us-gaap:FurnitureAndFixturesMember2025-12-310001705843srt:MinimumMembercbus:ComputerEquipmentAndSoftwareMember2026-09-300001705843srt:MaximumMembercbus:ComputerEquipmentAndSoftwareMember2026-09-300001705843cbus:ComputerEquipmentAndSoftwareMember2026-09-300001705843cbus:ComputerEquipmentAndSoftwareMember2025-12-310001705843us-gaap:ConstructionInProgressMember2026-09-300001705843us-gaap:ConstructionInProgressMember2025-12-310001705843us-gaap:MeasurementInputLongTermRevenueGrowthRateMember2025-03-310001705843us-gaap:MeasurementInputDiscountRateMember2025-03-310001705843us-gaap:DevelopedTechnologyRightsMember2026-09-300001705843us-gaap:TradeNamesMember2026-09-300001705843us-gaap:DevelopedTechnologyRightsMember2025-12-310001705843us-gaap:TradeNamesMember2025-12-310001705843cbus:PreFundedWarrantsMember2025-12-310001705843cbus:CommonWarrantsMember2025-12-310001705843cbus:PreFundedWarrantsMember2026-09-300001705843cbus:CommonWarrantsMember2026-09-300001705843us-gaap:CommonClassAMembercbus:UnderwrittenPublicOfferingMember2026-01-012026-01-310001705843cbus:Mr.RiggsMemberus-gaap:CommonClassAMembercbus:UnderwrittenPublicOfferingMember2026-01-012026-01-310001705843us-gaap:CommonClassAMembercbus:UnderwrittenPublicOfferingMember2026-01-310001705843cbus:UnderwrittenPublicOfferingMember2026-01-012026-01-310001705843us-gaap:CommonClassAMembercbus:UnderwrittenPublicOfferingMember2026-03-012026-03-310001705843us-gaap:CommonClassAMembercbus:UnderwrittenPublicOfferingMember2026-03-310001705843cbus:UnderwrittenPublicOfferingMember2026-03-012026-03-310001705843cbus:ATMFacilityMember2026-05-150001705843cbus:ATMFacilityMember2026-01-012026-09-300001705843cbus:ElectingMembersMember2026-09-300001705843cbus:TwoThousandSeventeenOmnibusPlanMember2026-09-300001705843cbus:A2014PlanMember2026-09-300001705843us-gaap:EmployeeStockOptionMember2026-01-012026-09-300001705843us-gaap:EmployeeStockOptionMember2025-01-012025-09-300001705843us-gaap:EmployeeStockOptionMembersrt:MinimumMember2026-01-012026-09-300001705843us-gaap:EmployeeStockOptionMembersrt:MaximumMember2026-01-012026-09-300001705843us-gaap:EmployeeStockOptionMembersrt:MinimumMember2025-01-012025-09-300001705843us-gaap:EmployeeStockOptionMembersrt:MaximumMember2025-01-012025-09-300001705843us-gaap:EmployeeStockOptionMember2026-07-012026-09-300001705843us-gaap:EmployeeStockOptionMember2025-07-012025-09-300001705843us-gaap:RestrictedStockMembersrt:MinimumMember2026-01-012026-09-300001705843us-gaap:RestrictedStockMembersrt:MaximumMember2026-01-012026-09-300001705843us-gaap:RestrictedStockMember2025-12-310001705843us-gaap:RestrictedStockMember2026-01-012026-09-300001705843us-gaap:RestrictedStockMember2026-09-300001705843us-gaap:RestrictedStockMember2026-07-012026-09-300001705843us-gaap:RestrictedStockMember2025-07-012025-09-300001705843us-gaap:RestrictedStockMember2025-01-012025-09-300001705843us-gaap:RestrictedStockUnitsRSUMember2026-01-012026-09-300001705843us-gaap:RestrictedStockUnitsRSUMember2025-12-310001705843us-gaap:RestrictedStockUnitsRSUMember2026-09-300001705843us-gaap:RestrictedStockUnitsRSUMember2026-07-012026-09-300001705843us-gaap:RestrictedStockUnitsRSUMember2025-07-012025-09-300001705843us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-09-300001705843us-gaap:ResearchAndDevelopmentExpense2026-07-012026-09-300001705843us-gaap:ResearchAndDevelopmentExpense2025-07-012025-09-300001705843us-gaap:ResearchAndDevelopmentExpense2026-01-012026-09-300001705843us-gaap:ResearchAndDevelopmentExpense2025-01-012025-09-300001705843us-gaap:SellingGeneralAndAdministrativeExpense2026-07-012026-09-300001705843us-gaap:SellingGeneralAndAdministrativeExpense2025-07-012025-09-300001705843us-gaap:SellingGeneralAndAdministrativeExpense2026-01-012026-09-300001705843us-gaap:SellingGeneralAndAdministrativeExpense2025-01-012025-09-300001705843country:US2026-01-012026-09-300001705843country:US2026-07-012026-09-300001705843cbus:WarehouseLeaseMember2026-06-300001705843us-gaap:MeasurementInputDiscountRateMembersrt:ManagementMember2026-09-300001705843us-gaap:MeasurementInputDiscountRateMembersrt:ManagementMember2025-12-310001705843srt:ManagementMember2025-12-310001705843srt:ManagementMember2024-12-310001705843srt:ManagementMember2026-01-012026-09-300001705843srt:ManagementMember2025-01-012025-09-300001705843srt:ManagementMember2026-09-300001705843srt:ManagementMember2025-09-300001705843cbus:ProctorGambleMember2026-07-012026-09-300001705843cbus:ProctorGambleMember2025-07-012025-09-300001705843cbus:ProctorGambleMember2026-01-012026-09-300001705843cbus:ProctorGambleMember2025-01-012025-09-300001705843cbus:ProctorGambleMember2023-05-312026-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 10-Q

_____________________

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026;

or

o 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

_____________________

Cibus, Inc.

(Exact name of registrant as specified in its charter)

_____________________

Delaware						27-1967997
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
6455 Nancy Ridge Drive San Diego, CA						92121
(Address of principal executive offices)						(Zip Code)

(858) 450-0008

(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

Class A Common Stock, $0.0001 par value per share

CBUS

The NASDAQ Stock Market LLC

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. Yes x No o

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

Non-accelerated filer

x

Smaller reporting company

x

Emerging growth company

o

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 x No

As of November 6, 2026, there were 76,640,011 shares of the registrant’s Class A Common Stock, $0.0001 par value per share (Class A Common Stock) outstanding (excluding 16,187 restricted shares of Class A Common Stock, which remain subject to vesting), and no shares of the registrant’s Class B Common Stock, $0.0001 par value per share, outstanding.

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			32
PART II. OTHER INFORMATION			33
Item 1. Legal Proceedings			33
Item 1A. Risk Factors			33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			33
Item 5. Other Information			33
Item 6. Exhibits			34
SIGNATURES			35

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 “Direct BreedingSM.” 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

- 1 -

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

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

- 2 -

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).

- 3 -

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)

			September 30, 2026						December 31, 2025
Assets
Current assets:
Cash and cash equivalents			$	10,710					$	9,923
Accounts receivable			—						503
Prepaid expenses and other current assets			2,541						1,643
Total current assets			13,251						12,069
Property, plant, and equipment, net			4,299						6,300
Operating lease right-of-use assets			20,387						21,557
Intangible assets, net			30,315						31,679
Goodwill			232,516						232,516
Other non-current assets			715						926
Total assets			$	301,483					$	305,047
Liabilities and stockholders’ equity (deficit)
Current liabilities:
Accounts payable			$	5,423					$	8,070
Accrued expenses			1,995						1,946
Accrued compensation			2,803						3,061
Deferred revenue			7						536
Current portion of notes payable			547						435
Current portion of operating lease obligations			3,069						2,731
Class A common stock warrants			42						79
Total current liabilities			13,886						16,858
Notes payable, net of current portion			32						93
Operating lease obligations, net of current portion			28,242						29,783
Royalty liability - related parties			263,362						234,923
Other non-current liabilities			1,631						1,561
Total liabilities			307,153						283,218
Commitments and contingencies (See Note 8)
Stockholders’ equity (deficit):
Class A common stock, $0.0001 par value; 210,000,000 shares authorized; 76,949,430 shares issued and 76,634,354 shares outstanding as of September 30, 2026, and 54,604,232 shares issued and 54,325,852 shares outstanding as of December 31, 2025			13						11
Class B common stock, $0.0001 par value; 90,000,000 shares authorized; no shares issued and outstanding as of September 30, 2026, and December 31, 2025			—						—
Additional paid-in capital			920,174						882,171
Class A common stock in treasury, at cost; 293,232 shares as of September 30, 2026, and 193,195 shares as of December 31, 2025			(2,328)						(2,141)
Accumulated deficit			(923,559)						(858,251)
Accumulated other comprehensive income			30						39
Total stockholders’ equity (deficit)			(5,670)						21,829
Total liabilities and stockholders’ equity (deficit)			$	301,483					$	305,047

See accompanying notes to these condensed consolidated financial statements.

- 4 -

CIBUS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited and in Thousands, Except Share and Per Share Amounts)

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
Revenue:
Revenue			$	800					$	615					$	3,475					$	2,582
Total revenue			800						615						3,475						2,582
Operating expenses:
Research and development			7,913						10,784						25,136						34,811
Selling, general, and administrative			5,393						5,269						15,890						21,776
Goodwill impairment			—						—						—						20,950
Total operating expenses			13,306						16,053						41,026						77,537
Loss from operations			(12,506)						(15,438)						(37,551)						(74,955)
Royalty liability interest expense - related parties			(9,843)						(9,030)						(28,439)						(26,075)
Other interest income, net			44						158						183						383
Non-operating income, net			368						1						516						417
Loss before income taxes			(21,937)						(24,309)						(65,291)						(100,230)
Income tax (expense) benefit			(4)						6						(17)						(23)
Net loss			$	(21,941)					$	(24,303)					$	(65,308)					$	(100,253)
Net loss attributable to noncontrolling interest			—						(762)						—						(4,454)
Net loss attributable to Cibus, Inc. stockholders			$	(21,941)					$	(23,541)					$	(65,308)					$	(95,799)
Basic and diluted net loss per share of Class A common stock			$	(0.29)					$	(0.44)					$	(0.89)					$	(2.21)
Weighted average shares of Class A common stock outstanding – basic and diluted			76,893,302						52,925,776						72,993,318						43,264,590

See accompanying notes to these condensed consolidated financial statements.

- 5 -

CIBUS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited and in Thousands)

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
Net loss			$	(21,941)					$	(24,303)					$	(65,308)					$	(100,253)
Foreign currency translation adjustments			6						2						(9)						31
Comprehensive loss			(21,935)						(24,301)						(65,317)						(100,222)
Comprehensive loss attributable to noncontrolling interest			—						(762)						—						(4,453)
Comprehensive loss attributable to Cibus, Inc. stockholders			$	(21,935)					$	(23,539)					$	(65,317)					$	(95,769)

See accompanying notes to these condensed consolidated financial statements.

- 6 -

CIBUS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited and in Thousands, Except Shares Outstanding)

												Class A Common Stock												Class B Common Stock
Three Months Ended September 30, 2026												Shares						Amount						Shares						Amount						Additional Paid-In Capital						Shares in Treasury						Accumulated Deficit						Accumulated Other Comprehensive Income																		Total Stockholders’ Equity (Deficit)
Balance at June 30, 2026												76,423,033						$	13					—						$	—					$	918,639					$	(2,256)					$	(901,618)					$	24																	$	14,802
Net loss												—						—						—						—						—						—						(21,941)						—																		(21,941)
Stock-based compensation												—						—						—						—						1,535						—						—						—																		1,535
Issuance of common stock upon vesting of restricted stock awards and units												161,615						—						—						—						—						—						—						—																		—
Issuance of common stock from the ATM facility, net of offering expenses												93,621						—						—						—						—						—						—						—																		—
Shares withheld for payment of minimum employee taxes withheld upon net share settlement of restricted stock units												(43,915)						—						—						—						—						(72)						—						—																		(72)
Foreign currency translation adjustments												—						—						—						—						—						—						—						6																		6
Balance at September 30, 2026												76,634,354						$	13					—						$	—					$	920,174					$	(2,328)					$	(923,559)					$	30																	$	(5,670)

												Class A Common Stock												Class B Common Stock
Three Months Ended September 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 June 30, 2025												52,480,413						$	11					1,712,373						$	—					$	877,531					$	(2,038)					$	(803,424)					$	43					$	72,123					$	2,353					$	74,476
Net loss												—						—						—						—						—						—						(23,541)						—						(23,541)						(762)						(24,303)
Stock-based compensation												—						—						—						—						1,886						—						—						—						1,886						—						1,886
Issuance of common stock upon vesting of restricted stock awards and units												94,325						—						—						—						—						—						—						—						—						—						—
Shares withheld for payment of minimum employee taxes withheld upon net share settlement of restricted stock units												(22,606)						—						—						—						—						(32)						—						—						(32)						—						(32)
Change in noncontrolling interest including issuance of common stock upon exchange of common units												14,518						—						(14,518)						—						(37)						—						—						—						(37)						37						—
Foreign currency translation adjustments												—						—						—						—						—						—						—						2						2						—						2
Balance at September 30, 2025												52,566,650						$	11					1,697,855						$	—					$	879,380					$	(2,070)					$	(826,965)					$	45					$	50,401					$	1,628					$	52,029

See accompanying notes to these condensed consolidated financial statements.

- 7 -

CIBUS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited and in Thousands, Except Shares Outstanding)

						Class A Common Stock												Class B Common Stock
Nine Months Ended September 30, 2026						Shares						Amount						Shares						Amount						Additional Paid-In Capital						Shares in Treasury						Accumulated Deficit						Accumulated Other Comprehensive Income (loss)						Total Stockholders’ Equity (Deficit)
Balance at December 31, 2025						54,325,852						$	11					—						$	—					$	882,171					$	(2,141)					$	(858,251)					$	39					$	21,829
Net loss						—						—						—						—						—						—						(65,308)						—						(65,308)
Stock-based compensation						—						—						—						—						4,590						—						—						—						4,590
Issuance of common stock upon vesting of restricted stock awards and units						498,451						—						—						—						—						—						—						—						—
Issuance of common stock from the ATM facility, net of offering expenses						96,680						—						—						—						—						—						—						—						—
Issuance of common stock in registered offering, net						21,813,408						2						—						—						33,413						—						—						—						33,415
Shares withheld for payment of minimum employee taxes withheld upon net share settlement of restricted stock units						(100,037)						—						—						—						—						(187)						—						—						(187)
Foreign currency translation adjustments						—						—						—						—						—						—						—						(9)						(9)
Balance at September 30, 2026						76,634,354						$	13					—						$	—					$	920,174					$	(2,328)					$	(923,559)					$	30					$	(5,670)

												Class A Common Stock												Class B Common Stock
Nine Months Ended September 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						$	5,674					27,939,023						$	9					1,720,929						$	—					$	825,298					$	(1,999)					$	(731,166)					$	15					$	92,157					$	—					$	92,157
Net loss						—						—						—						—						—						—						—						(95,799)						—						(95,799)						(4,454)						(100,253)
Stock-based compensation						—						—						—						—						—						6,363						—						—						—						6,363						—						6,363
Issuance of common stock upon vesting of restricted stock awards and units						—						236,224						—						—						—						—						—						—						—						—						—						—
Issuance of common stock and pre-funded warrants in registered offering, net						—						20,054,285						2						—						—						46,384						—						—						—						46,386						—						46,386
Issuance of common stock upon exercise of pre-funded warrants						—						4,350,000						—						—						—						—						—						—						—						—						—						—
Reclassification of common warrant liability to stockholders’ equity						—						—						—						—						—						1,742						—						—						—						1,742						—						1,742
Shares withheld for payment of minimum employee taxes withheld upon net share settlement of restricted stock units						—						(35,956)						—						—						—						—						(71)						—						—						(71)						—						(71)
Reclassification of redeemable noncontrolling interest						(5,674)						—						—						—						—						—						—						—						—						—						5,674						5,674
Change in noncontrolling interest including issuance of common stock upon exchange of common units						—						23,074						—						(23,074)						—						(407)						—						—						—						(407)						407						—
Foreign currency translation adjustments						—						—						—						—						—						—						—						—						30						30						1						31
Balance at September 30, 2025						$	—					52,566,650						$	11					1,697,855						$	—					$	879,380					$	(2,070)					$	(826,965)					$	45					$	50,401					$	1,628					$	52,029

See accompanying notes to these condensed consolidated financial statements.

- 8 -

CIBUS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited and in Thousands)

						Nine Months Ended September 30,
						2026						2025
Operating activities
Net loss						$	(65,308)					$	(100,253)
Adjustments to reconcile net loss to net cash used in operating activities:
Royalty liability interest expense - related parties						28,439						26,075
Goodwill impairment						—						20,950
Depreciation and amortization						3,452						4,629
Stock-based compensation						4,590						6,363
Loss on disposal of assets, net						4						84
Change in fair value of liability classified Class A common stock warrants						(37)						(467)
Other						7						45
Changes in operating assets and liabilities:
Accounts receivable						503						437
Prepaid expenses and other current assets						(227)						659
Accounts payable						(1,064)						210
Accrued expenses						63						3,511
Accrued compensation						(266)						(674)
Deferred revenue						(534)						(5)
Right-of-use assets and lease obligations, net						(35)						1,130
Other assets and liabilities, net						214						135
Net cash used in operating activities						(30,199)						(37,171)
Investing activities
Proceeds from sales of property, plant, and equipment						43						—
Purchases of property, plant, and equipment						(73)						(492)
Net cash used in investing activities						(30)						(492)
Financing activities
Proceeds from issuances of securities						37,409						50,100
Costs paid related to issuances of securities						(5,562)						(2,202)
Payment of taxes related to restricted stock units withheld from employees						(187)						(71)
Repayments of financing lease obligations						—						(113)
Repayments of notes payable						(637)						(608)
Net cash provided by financing activities						31,023						47,106
Effect of exchange rate changes on cash and cash equivalents						(7)						10
Net increase in cash and cash equivalents						787						9,453
Cash and cash equivalents – beginning of period						9,923						14,433
Cash and cash equivalents – end of period						$	10,710					$	23,886

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.

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 two classes of the Company’s common stock: (i) Class A Common Stock, par value $0.0001 per share (the Class A Common Stock), which shares have full voting and economic rights, and (ii) Class B Common Stock, par value $0.0001 per share (the Class B Common Stock), which shares have full voting, but no economic rights. 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). As of December 31, 2025, there were no remaining Common Unit holders of the noncontrolling interest of Cibus Global and 100 percent of the Common Units of Cibus Global are held by Cibus.

Basis of Presentation

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 $65.3 million and cash used in operating activities was $30.2 million for the nine months ended September 30, 2026. As of September 30, 2026, the Company had $10.7 million of cash and cash equivalents and $13.9 million of current liabilities. 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. 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

- 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. Contract assets were $0.3 million and $0.2 million as of September 30, 2026, and December 31, 2025, respectively, and 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, collaboration, and license agreements. Contract liabilities consist of deferred revenue on the accompanying condensed consolidated balance sheets. Total contract liabilities were nominal and $0.5 million as of September 30, 2026, and December 31, 2025, respectively. The Company expects to recognize the amounts included in deferred revenues within one year, except for an immaterial portion related to a license agreement, which will be recognized over the remaining term of that agreement.

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.

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 (deficit) 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.

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.

- 11 -

The following table shows the computation of basic and diluted net loss per share of Class A Common Stock for the three and nine months ended September 30, 2026, and 2025:

						Three Months Ended September 30,												Nine Months Ended September 30,
In Thousands, Except Share and Per Share Amounts						2026						2025						2026						2025
Numerator:
Net loss attributable to Cibus, Inc. stockholders						$	(21,941)					$	(23,541)					$	(65,308)					$	(95,799)
Denominator:
Weighted average shares of Class A common stock outstanding						76,493,302						52,525,776						72,593,318						40,825,945
Effect of pre-funded warrants						400,000						400,000						400,000						2,438,645
Weighted average shares of Class A common stock outstanding – basic and diluted						76,893,302						52,925,776						72,993,318						43,264,590
Basic and diluted net loss per share of Class A common stock						$	(0.29)					$	(0.44)					$	(0.89)					$	(2.21)

The Company’s potential dilutive securities, which include common stock warrants, unvested restricted stock units, unvested restricted stock awards, and options to purchase Class A Common Stock, have been excluded from the computation of diluted net loss per share of Class A Common Stock as the effect would be antidilutive. Therefore, the weighted average number of shares of Class A Common Stock outstanding used to calculate both basic and diluted net loss per share of Class A Common Stock is the same.

The following potential dilutive securities, presented on an as converted basis, were excluded from the calculation of net loss per share of Class A Common Stock due to their antidilutive effect:

			As of September 30,
			2026						2025
Stock options outstanding			3,704,045						1,383,856
Unvested restricted stock units			2,633,063						1,566,701
Unvested restricted stock awards			21,844						115,351
Common warrants			10,496,523						10,496,523
Total			16,855,475						13,562,431

Segment Reporting

Cibus has one operating and reportable segment. The Chief Operating Decision Maker (CODM) is the Chief Executive Officer who manages business activities, assesses performance, and allocates resources on a consolidated basis. For the three and nine months ended September 30, 2026, and 2025, all revenues from the Company’s external customers were derived, and all long-lived assets were located, in the United States. The operating segment revenues are derived from customers as a result of Cibus providing research and development (R&D) services to develop plant traits which are specific genetic characteristics in the DNA of a plant’s seed.

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 September 30,												Nine Months Ended September 30,
In Thousands						2026						2025						2026						2025
Revenue						$	800					$	615					$	3,475					$	2,582
Less:
Personnel expenses						5,355						6,641						16,367						20,189
Professional fees						1,118						1,027						4,442						9,158
Stock-based compensation						1,535						1,886						4,590						6,363
Goodwill impairment						—						—						—						20,950
Other segment expenses (1)						5,298						6,499						15,627						20,877
Total operating expenses						13,306						16,053						41,026						77,537
Loss from operations						(12,506)						(15,438)						(37,551)						(74,955)
Royalty liability interest expense - related parties						(9,843)						(9,030)						(28,439)						(26,075)
Other interest income, net						44						158						183						383
Non-operating income, net						368						1						516						417
Income tax (expense) benefit						(4)						6						(17)						(23)
Total segment loss						$	(21,941)					$	(24,303)					$	(65,308)					$	(100,253)

_______________________________________

(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.

Recently Issued Accounting Pronouncements

From time-to-time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective are not expected to have a material impact on the Company’s financial position, results of operations, or cash flows upon adoption. As of September 30, 2026, there were no changes in the Company's recently issued accounting pronouncements as disclosed in its Annual Report.

2. FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE

Financial Instruments Measured at Fair Value and Financial Statement Presentation

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 nine months ended September 30, 2026, and 2025.

- 13 -

Financial Instruments Required to be Carried at Fair Value

The Company’s financial instruments measured at fair value and their respective levels in the fair value hierarchy as of September 30, 2026, and December 31, 2025, were as follows:

						September 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						$	—					$	—					$	42					$	42					$	—					$	—					$	79					$	79
Total						$	—					$	—					$	42					$	42					$	—					$	—					$	79					$	79

The following table summarizes the common warrants activity for the three months ended September 30, 2026, and 2025:

In Thousands						2026						2025
Balance as of June 30,						$	38					$	71
Change in fair value						4						(12)
Balance as of September 30,						$	42					$	59

The following table summarizes the common warrants activity for the nine months ended September 30, 2026, and 2025:

In Thousands						2026						2025
Balance as of December 31,						$	79					$	2,268
Reclassified to stockholders’ equity (deficit)						—						(1,742)
Change in fair value						(37)						(467)
Balance as of September 30,						$	42					$	59

In January 2025, as a result of contractual amendments with certain holders of common warrants, the Company reclassified the fair value of 1,100,000 common warrants issued in 2024 of $1.6 million from Class A common stock warrants liability to a component of stockholders’ equity (deficit) within additional paid-in capital in the accompanying consolidated balance sheets. The change in fair value of the Class A common stock warrants liability related to these common warrants of $0.3 million between December 31, 2024, and January 24, 2025, is reflected in non-operating income, net in the Company’s consolidated statements of operations for the nine months ended September 30, 2025.

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 98,040 common warrants issued in 2024 of $0.1 million from Class A common stock warrants liability to a component of stockholders’ equity (deficit) within additional paid-in capital in the accompanying condensed consolidated balance sheets. The change in fair value of the Class A common stock warrants liability related to these common warrants of $0.1 million between March 31, 2025, and May 23, 2025, is reflected in non-operating income, net in the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2025.

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.

The estimated fair values of the common warrants, and the assumptions used for the Black-Scholes option pricing model were as follows:

			As of September 30, 2026						As of December 31, 2025
Estimated fair value of common warrants per share			$0.00 - $0.42						$0.04 - $0.65
Assumptions:
Risk-free interest rate			4.5% - 4.9%						3.7%
Expected volatility			102.7% - 109.2%						113.2% - 114.7%
Expected term to liquidation (in years)			0.9 - 2.7						2.1 - 4.0

- 14 -

As of September 30, 2026, and 2025, the Company had no other financial instruments measured at fair value.

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 September 30, 2026						As of December 31, 2025
Property, plant, and equipment, net:
Buildings						10 - 20						$	900					$	900
Leasehold improvements						shorter of lease term or useful life						2,458						2,458
Office furniture and equipment						5 - 10						15,085						15,091
Computer equipment and software						3 - 5						4,889						4,737
Assets in progress						N/A						—						155
Total property, plant, and equipment												23,332						23,341
Less accumulated depreciation and amortization												(19,033)						(17,041)
Total												$	4,299					$	6,300

Depreciation and amortization expense is as follows:

						Three Months Ended September 30,												Nine Months Ended September 30,
In Thousands						2026						2025						2026						2025
Depreciation and amortization expense						$	620					$	939					$	2,016					$	3,184

4. GOODWILL AND INTANGIBLE ASSETS

Goodwill

There was no change to the Company’s goodwill during the nine months ended September 30, 2026.

Goodwill activity is as follows for the nine months ended September 30, 2025:

In Thousands						Goodwill
Balance as of December 31, 2024						$	253,466
Goodwill impairment						(20,950)
Balance as of September 30, 2025						$	232,516

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 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 nine months ended September 30, 2025.

The Company’s gross amount of goodwill prior to accumulated impairment losses as of September 30, 2026, and 2025, was $585.3 million. The Company’s accumulated goodwill impairment loss as of September 30, 2026, and 2025, was $352.8 million.

A triggering event that could indicate impairment and necessitate an evaluation of goodwill includes, but is not limited to,

- 15 -

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 September 30, 2026, were as follows:

In Thousands						Gross Carrying Amount						Accumulated Amortization						Intangible Assets, Net
Developed technology						$	14,148					$	(2,358)					$	11,790
Trade name						22,230						(3,705)						18,525
Total						$	36,378					$	(6,063)					$	30,315

Intangible assets as of December 31, 2025, were as follows:

In Thousands						Gross Carrying Amount						Accumulated Amortization						Intangible Assets, Net
Developed technology						$	14,148					$	(1,828)					$	12,320
Trade name						22,230						(2,871)						19,359
Total						$	36,378					$	(4,699)					$	31,679

Total amortization expense is as follows:

						Three Months Ended September 30,												Nine Months Ended September 30,
In Thousands						2026						2025						2026						2025
Amortization expense						$	455					$	455					$	1,364					$	1,364

As of September 30, 2026, future amortization expense is estimated as follows:

In Thousands						Amortization Expense
Remainder of 2026						$	455
2027						1,819
2028						1,819
2029						1,819
2030						1,819
2031						1,819
Thereafter						20,765
Total future amortization expense						$	30,315

5. STOCKHOLDERS’ EQUITY (DEFICIT)

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.

- 16 -

Warrant transactions for the nine months ended September 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			400,000						$	0.0001					10,496,523						$	3.58
Issued			—						—						—						—
Forfeited/canceled			—						—						—						—
Exercised			—						—						—						—
Outstanding as of September 30, 2026			400,000						$	0.0001					10,496,523						$	3.58
Exercisable as of September 30, 2026			400,000						$	0.0001					10,496,523						$	3.58

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 nine months ended September 30, 2026, the Company issued 96,680 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 nine months ended September 30, 2026.


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 September 30, 2026.

- 17 -

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 nine months ended September 30, 2026, and 2025 were as follows:

						Three Months Ended September 30,												Nine Months Ended September 30,
						2026						2025						2026						2025
Up-C Units exchanged by holders for Class A Common Stock						—						14,518						—						23,074

As of September 30, 2026, there were 76,634,354 Cibus Global Common Units outstanding. Of the 76,634,354 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 issue 10,000,000 shares of preferred stock, par value $0.0001 per share. As of September 30, 2026, the Company has not issued any preferred stock.

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 September 30, 2026, 3,002,003 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.

Stock Options

The weighted average fair value of stock options granted, and the assumptions used for the Black-Scholes option pricing model were as follows:

						Nine Months Ended September 30,
						2026						2025
Weighted average fair value of stock options granted						$	1.18					$	1.84
Assumptions:
Risk-free interest rate						3.6% - 4.3%						3.6% - 4.1%
Expected volatility						109.7% - 112.6%						106.2% - 110.5%
Expected term (in years)						5.0 - 6.3						5.3 - 6.0

Option strike prices are set at 100 percent or more of the closing share price on the date of grant and generally vest over three to four years following the grant date. Options generally expire 10 years after the date of grant.

- 18 -

Information on stock option activity is as follows:

						Options Exercisable						Weighted Average Exercise Price Per Share						Options Outstanding						Weighted Average Exercise Price Per Share
Balance as of December 31, 2025						382,808						$	99.71					1,358,797						$	30.25
Granted						—						—						2,535,785						1.40
Vested						638,937						2.33						—						—
Exercised						—						—						—						—
Expired						(107,189)						60.80						(107,189)						60.80
Forfeited						(83,348)						5.22						(83,348)						5.22
Balance as of September 30, 2026						831,208						$	39.35					3,704,045						$	10.18

Stock-based compensation expense related to stock option awards is as follows:

						Three Months Ended September 30,												Nine Months Ended September 30,
In Thousands						2026						2025						2026						2025
Stock-based compensation expense						$	437					$	314					$	1,267					$	859

As of September 30, 2026, options outstanding had a $0.6 million aggregate intrinsic value and a weighted average remaining contractual term of 9.1 years. As of September 30, 2026, options exercisable had a nominal aggregate intrinsic value and a weighted average remaining contractual term of 8.1 years.

As of September 30, 2026, unrecognized compensation expense related to non-vested stock options was $3.6 million which has a weighted average remaining recognition period of 2.7 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 two months to four years after the date of grant.

Information on RSA activity is as follows:

			Restricted Stock Awards						Weighted Average Grant Date Fair Value
Unvested balance as of December 31, 2025			85,185						$	31.50
Granted			—						—
Vested			(61,535)						31.50
Forfeited			(1,806)						31.50
Unvested balance as of September 30, 2026			21,844						$	31.50

The total fair value of RSAs that vested is as follows:

						Three Months Ended September 30,												Nine Months Ended September 30,
In Thousands						2026						2025						2026						2025
Fair value of shares vested						$	31					$	51					$	117					$	267

There were no RSAs granted during the nine months ended September 30, 2026, or 2025.

- 19 -

Stock-based compensation expense related to RSAs is as follows:

						Three Months Ended September 30,												Nine Months Ended September 30,
In Thousands						2026						2025						2026						2025
Stock-based compensation expense						$	549					$	1,101					$	1,742					$	4,137

As of September 30, 2026, unrecognized compensation expense related to RSAs was $0.7 million which has a weighted average remaining recognition period of 0.4 years.

Restricted Stock Units

The Company grants RSUs which generally vest over four 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:

			Restricted Stock Units						Weighted Average Grant Date Fair Value
Unvested balance as of December 31, 2025			1,359,207						$	3.73
Granted			1,799,861						1.35
Vested			(436,916)						3.58
Forfeited			(89,089)						2.60
Unvested balance as of September 30, 2026			2,633,063						$	2.17

The total fair value of RSUs that vested is as follows:

						Three Months Ended September 30,												Nine Months Ended September 30,
In Thousands						2026						2025						2026						2025
Fair value of shares vested						$	233					$	86					$	832					$	209

The weighted average grant date fair value of RSUs granted during the nine months ended September 30, 2026, was $1.35 per share. The weighted average grant date fair value of RSUs granted during the nine months ended September 30, 2025, was $1.90 per share.

Stock-based compensation expense related to RSUs is as follows:

						Three Months Ended September 30,												Nine Months Ended September 30,
In Thousands						2026						2025						2026						2025
Stock-based compensation expense						$	549					$	471					$	1,581					$	1,367

As of September 30, 2026, unrecognized compensation expense related to RSUs was $4.6 million which has a weighted average remaining recognition period of 2.7 years.

Certain consolidated statements of operations amounts were as follows:

						Three Months Ended September 30,												Nine Months Ended September 30,
In Thousands						2026						2025						2026						2025
Stock-based compensation expense:
Research and development						$	400					$	556					$	1,445					$	2,177
Selling, general, and administrative						1,135						1,330						3,145						4,186
Total						$	1,535					$	1,886					$	4,590					$	6,363

- 20 -

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 nine months ended September 30, 2026. No current income tax provision has been recorded for United States operations for the three and nine months ended September 30, 2026, due to the Company’s history of net operating losses, and the maintenance of a full valuation allowance against its deferred tax assets.

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 September 30, 2026.

As of September 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 one option to extend the lease for five years that the Company is not reasonably certain to exercise at the lease commencement; therefore, the extension term is not recognized in the calculation of the lease liability.

The components of lease expense were as follows:

						Three Months Ended September 30,												Nine Months Ended September 30,
In Thousands						2026						2025						2026						2025
Finance lease costs						$	18					$	29					$	72					$	89
Operating lease costs						1,218						1,643						3,653						5,290
Variable lease costs						833						997						2,213						2,917
Total						$	2,069					$	2,669					$	5,938					$	8,296

Operating lease costs for short-term leases were not material for the three and nine months ended September 30, 2026, or 2025.

Supplemental cash flow information related to leases was as follows:

												Nine Months Ended September 30,
In Thousands																		2026						2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows (operating leases)																		$	3,687					$	4,162
Financing cash flows (finance leases)																		$	—					$	120

Supplemental balance sheet information related to leases was as follows:

						As of September 30, 2026												As of December 31, 2025
						Operating						Financing						Operating						Financing
Weighted average remaining lease term (years)						8.4						—						9.1						0.7
Weighted average discount rate						7.5		%				—		%				7.5		%				10.6		%

- 21 -

As of September 30, 2026, future minimum payments under operating leases were as follows:

In Thousands						Operating
Remainder of 2026						$	1,372
2027						5,211
2028						5,253
2029						5,082
2030						5,188
Thereafter						20,486
						42,592
Less: interest						(11,281)
Total						$	31,311
Current portion						$	3,069
Noncurrent portion						$	28,242

Litigation and Claims

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 September 30, 2026. Notwithstanding the foregoing, in September 2026, the landlord of the Company’s Roseville, Minnesota facility initiated litigation alleging breach of the lease agreement for nonpayment of rent. The Company has recognized its contractual lease obligations and applicable related charges. Based on management’s current assessment, the Company does not expect the resolution of this matter to result in a material loss in excess of amounts already recognized.

9. ROYALTY LIABILITY - RELATED PARTIES

As of September 30, 2026, the Royalty Liability reflected an effective yield of 16.5 percent and the amount of aggregated, but unpaid, Royalty Payments is $0.6 million. As of December 31, 2025, the Royalty Liability reflected an effective yield of 16.5 percent.

The following table summarizes the Royalty Liability activity for the nine months ended September 30, 2026, and 2025:

In Thousands						2026						2025
Balance as of December 31,						$	234,923					$	199,442
Interest expense recognized						28,439						26,075
Balance as of September 30,						$	263,362					$	225,517

10. SUPPLEMENTAL INFORMATION

Supplemental consolidated statement of cash flows information is as follows:

						Nine Months Ended September 30,
In Thousands						2026						2025
Interest paid						$	25					$	62

- 22 -

Non-cash transactions not reported in the condensed consolidated statements of cash flows is as follows:

						Nine Months Ended September 30,
In Thousands						2026						2025
Property, plant, and equipment acquired through assuming liabilities						$	—					$	12
Unpaid stock offering costs included in accrued expenses						$	—					$	1,512
Class A common stock warrants reclassification from liability to stockholders’ equity (deficit)						$	—					$	1,742
Purchase of insurance through vendor financing						$	689					$	723
Establishment of operating lease right-of-use assets and associated operating lease liabilities						$	720					$	—

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. 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:

						Three Months Ended September 30,												Nine Months Ended September 30,
In Thousands						2026						2025						2026						2025
Collaboration agreement revenue recognized						$	650					$	386					$	2,932					$	2,000

As of September 30, 2026, the cumulative amount of consideration allocated to the performance obligation and revenue recognized under the P&G agreement is $10.3 million.

- 23 -

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.

Adding foreign DNA from other species can add new traits, but requires a long and expensive regulatory path. 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. Cibus calls this system Direct BreedingSM. 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 of whole plants from single cells in nine crops on its platform: Rice, Canola/Winter Oilseed Rape, Wheat, Flax, Peanut, Potato, Sugar Beet, Cassava, and Alfalfa; additional crops such as Soybean and Indian Mustard are in development. Cibus is actively developing traits in five crops: Rice, Canola/Winter Oilseed Rape, Soybean, Alfalfa, and Indian Mustard.

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 expects to earn revenue in multiple 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. For licensed traits, 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.

- 24 -

Business update

During the third quarter of 2026 and through the date of this Quarterly Report, Cibus advanced its two priority programs, began work under a partner-funded program in Indian mustard, and completed the review of its cost structure and capital allocation announced in August 2026. The Company continues to work with its global seed company partners to change the scale and speed of breeding and to work with its consumer goods customers to advance toward the commercial production of its first biofragrance product.

Rice: During the third quarter of 2026, Cibus continued to pursue additional customers, with ongoing discussions with potential customers in Brazil and India. During the third quarter of 2026, the Company’s Rice herbicide tolerance traits performed well in Latin American field trials conducted in test varieties, and in late September 2026 entered field testing in the Company’s Latin American customer Interoc’s own Rice varieties, with results expected in the first quarter of 2027. The Company continues to negotiate toward a definitive commercialization agreement with Interoc. Such an agreement would license Interoc to sell commercializable seed carrying Cibus traits in its markets in exchange for a royalty on the acres planted with seed carrying Cibus traits with initial commercial launch targeted for as early as 2028. Cibus has seven Rice seed-company customers across Latin America and the United States. Latin America represents the bulk of what Cibus estimates to be an approximately $200.0 million annual addressable royalty opportunity for its Rice trait portfolio across an estimated 5-7 million peak addressable acres. The Company is preparing a trait regulatory dossier for authorization to import Rice trait material into Brazil and is continuing discussions with additional seed companies in Latin America and India. Expansion into the United States is currently planned for 2029 or 2030, paired with the herbicide registration timeline of the Company’s herbicide partner. Trait validation trials in customers’ own varieties during the 2026 and 2027 seasons will be a key factor in setting the timing of an initial launch. Customer programs include both inbred and hybrid varieties.

Sustainable Ingredients: Cibus’ Sustainable Ingredients program is in a commercial ramp-up phase with the Company’s consumer-products partner. Cibus began receiving payments for pre-commercial scale up materials in the fourth quarter of 2025. The partner has confirmed that both of the Company’s first two biofragrance ingredients are approved for use in its products. Cibus initiated its manufacturing process for the Company's anticipated biofragrance production runs. Cibus presented additional biofragrances to its partner and subsequently, larger quantities of two of these additional biofragrances have been requested to advance their product development. The Company's partner continues to evaluate the Company's additional fragrance ingredients which are in development using its proprietary technology and process. Cibus is currently operating the sustainable ingredients program under a direct sales model rather than the previously-assumed royalty model. Cibus also continues to advance a partially partner-funded sustainable ingredients program in Soybean within the broader Sustainable Ingredients portfolio, with editing work in soybean tissue under way.

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 (LLS-Erased). Light Leaf Spot is one of the most damaging diseases of the United Kingdom’s Oilseed Rape crop, and the fungicides that have controlled it are becoming less effective. Cibus is recreating the resistance change in elite Winter Oilseed Rape lines for the consortium, and the work is advancing on schedule. Pod shatter reduction prevents seed pods from opening and dropping seed before harvest. Following three years of field trials in customer germplasm, Cibus filed a notification with DEFRA during the third quarter of 2026 for the release of its precision bred pod shatter reduction plants and received approval for trial planting in England under the Precision Bred Organisms framework. Cibus’ second-generation Canola herbicide tolerance trait, intended to give growers an additional option against hard-to-control weeds, confirmed tolerance to its target herbicide in 2026 field trials at three locations, although drought limited yield data to one location. In nutrient-use efficiency, Cibus has prepared multiple Canola seed lines and is preparing to transfer these edited Canola seed lines to the John Innes Centre for evaluation. The transfer, previously expected in the third quarter of 2026, is now expected in the fourth quarter of 2026. The John Innes Centre will evaluate the trait in Spring Oilseed Rape under a sponsored research agreement. Cibus is also beginning the same nutrient-use efficiency edit in Rice. In September 2026, Cibus announced an agreement with Crystal Crop Protection Limited to develop gene-edited traits in Indian Mustard (Brassica juncea), which Crystal Crop will evaluate and potentially commercialize in India. The partner-funded program with Crystal Crop commenced during the third quarter of 2026 with an assessment of regeneration from single cells in Crystal Crop’s Mustard varieties. Cibus also continued work toward an expected operational Soybean platform, which would support its sustainable ingredients program in Soybean and for which editing reagents have been validated.

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 insecticidal substances are excluded from this regulatory treatment. The legislation entered into force in July 2026 and is in a two-year implementation period, during which the European Commission will develop the necessary secondary legislation and implementing acts; Cibus follows that process closely through industry associations. Under the Precision Bred Organisms framework applicable with respect to England, Cibus has filed a notification and received approval to plant its pod-shatter-reduction trait in Winter Oilseed Rape in the United Kingdom this fall. Once implementing regulations are finalized, Cibus expects to file materials for regulatory determination in the European Union. 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 has 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, and Peru has established a case-by-case technical framework under which gene-edited products lacking foreign DNA are evaluated for possible exclusion from its Modified Living Organism classification. 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

- 25 -

further questions. In Latin America, regulatory policies continue to develop, and Cibus works with its seed company customers and the national agencies.

Cost structure: Cibus continued its capital discipline and operational efficiency actions during the third quarter of 2026. During 2026 the Company implemented several initiatives to structurally reduce its cost base, including resource reallocations as well as workforce reductions, consolidated its laboratory activities at its primary Nancy Ridge facility, and reviewed its corporate and back-office functions, resulting in lower support-function costs, reduced spending on consultants and other external vendors, and tighter controls over travel and other discretionary expenditures. The Company also implemented several initiatives aimed at efficiency and productivity gains, including simplifying its legal-entity structure, improving integration of its financial systems, and increased use of technology and AI-enabled tools where appropriate. As previously discussed, the Company conducted a review of its cost structure and capital allocation, which reinforced its focus on the programs with the clearest near-term commercial opportunities, Sustainable Ingredients and Rice, while preserving targeted investment in programs that management believes could create significant longer-term value, including nutrient-use efficiency and disease resistance. The Company intends to limit incremental growth investments to its highest-priority opportunities and to manage those investments within its cash usage objectives. During 2026, including in the third quarter, the Company has recognized grant income associated with its Light Leaf Spot research program and a grant supporting its Soybean work, and in the third quarter of 2026 began invoicing under a new partner-funded research program for Indian mustard, recognized in revenue. The Company continues to expect an annual net cash usage run-rate of approximately $35.0 million exiting 2026.

The Company has incurred net losses since its inception. As of September 30, 2026, the Company had an accumulated deficit of $923.6 million. The Company’s net loss was $65.3 million for the nine months ended September 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.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2026, COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2025

A summary of the Company’s results of operations for the three months ended September 30, 2026, and 2025 follows:

			Three Months Ended September 30,
In Thousands, except per share and percentage values			2026						2025						$ Change						% Change
Revenue			$	800					$	615					$	185					30		%
Research and development			7,913						10,784						(2,871)						(27)		%
Selling, general, and administrative			5,393						5,269						124						2		%
Loss from operations			(12,506)						(15,438)						2,932						19		%
Royalty liability interest expense - related parties			(9,843)						(9,030)						(813)						(9)		%
Other interest income, net			44						158						(114)						(72)		%
Non-operating income, net			368						1						367						36,700		%
Loss before income taxes			(21,937)						(24,309)						2,372						10		%
Income tax (expense) benefit			(4)						6						(10)						(167)		%
Net loss			$	(21,941)					$	(24,303)					$	2,362					10		%
Net loss attributable to noncontrolling interest			—						(762)						762						100		%
Net loss attributable to Cibus, Inc. stockholders			$	(21,941)					$	(23,541)					$	1,600					7		%
Basic and diluted net loss per share of Class A common stock			$	(0.29)					$	(0.44)					$	0.15					34		%

Revenue

Revenue was $0.8 million in the third quarter of 2026, an increase of $0.2 million from the third quarter of 2025. The increase was primarily driven by amounts earned from collaboration agreements related to contract research for Sustainable Ingredients.

Research and Development Expense

Research and development (R&D) expense was $7.9 million in the third quarter of 2026, a decrease of $2.9 million from the third quarter of 2025. The decrease was primarily due to a $1.5 million decrease in personnel-related expenses primarily resulting from lower headcount, a $0.9 million decrease in facilities-related expenses primarily resulting from cost reduction initiatives, including the closure of the Oberlin facility and wind-down of operations at the Roseville, Minnesota facility, and a $0.4 million decrease in product development and lab supply costs primarily resulting from a streamlined focus and prioritization of development programs and lower headcount.

- 26 -

Selling, General, and Administrative Expense

Selling, general, and administrative (SG&A) expense was $5.4 million in the third quarter of 2026, an increase of $0.1 million from the third quarter of 2025. The increase was primarily due to a $0.1 million increase in facilities-related expenses primarily resulting from relocating equipment from the Roseville, Minnesota facility and a $0.1 million increase in professional fees, which is primarily the result of a $0.4 million increase from a litigation liability reduction in the prior-year period, partially offset by a $0.3 million decrease from cost reduction initiatives. These increases are partially offset by a $0.2 million decrease in personnel-related expenses primarily resulting from lower headcount.

Royalty Liability Interest Expense - Related Parties

Royalty liability interest expense - related parties (non-cash) was $9.8 million in the third quarter of 2026, an increase of $0.8 million from the third quarter of 2025. The increase was driven by the recognition of interest expense on the accumulating Royalty Liability balance.

Other Interest Income, net

Other interest income, net was nominal in the third quarter of 2026, a decrease of $0.1 million from the third quarter of 2025. The decrease was driven by lower average cash balances during the period.

Non-Operating Income, net

Non-operating income, net was $0.4 million in the third quarter of 2026, an increase of $0.4 million from the third quarter of 2025. The increase was primarily driven by grant income recognized for research work performed by Cibus.

Net Loss Attributable to Noncontrolling Interest

There was no net loss attributable to noncontrolling interest in the third quarter of 2026, compared to $0.8 million in the third quarter of 2025. The decrease was due to the exchange of all remaining Up-C Units during 2025, after which there were no remaining holders of noncontrolling interests in Cibus Global.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026, COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2025

A summary of the Company’s results of operations for the nine months ended September 30, 2026, and 2025 follows:

			Nine Months Ended September 30,
In Thousands, except per share and percentage values			2026						2025						$ Change						% Change
Revenue			$	3,475					$	2,582					$	893					35		%
Research and development			25,136						34,811						(9,675)						(28)		%
Selling, general, and administrative			15,890						21,776						(5,886)						(27)		%
Goodwill impairment			—						20,950						(20,950)						(100)		%
Loss from operations			(37,551)						(74,955)						37,404						50		%
Royalty liability interest expense - related parties			(28,439)						(26,075)						(2,364)						(9)		%
Other interest income, net			183						383						(200)						(52)		%
Non-operating income, net			516						417						99						24		%
Loss before income taxes			(65,291)						(100,230)						34,939						35		%
Income tax expense			(17)						(23)						6						26		%
Net loss			$	(65,308)					$	(100,253)					$	34,945					35		%
Net loss attributable to noncontrolling interest			—						(4,454)						4,454						100		%
Net loss attributable to Cibus, Inc. stockholders			$	(65,308)					$	(95,799)					$	30,491					32		%
Basic and diluted net loss per share of Class A common stock			$	(0.89)					$	(2.21)					$	1.32					60		%

Revenue

Revenue was $3.5 million in the first nine months of 2026, an increase of $0.9 million from the first nine months of 2025. The increase was primarily driven by amounts earned from collaboration agreements related to contract research for Sustainable Ingredients.

- 27 -

Research and Development Expense

R&D expense was $25.1 million in the first nine months of 2026, a decrease of $9.7 million from the first nine months of 2025. The decrease was primarily due to a $4.4 million decrease in personnel-related expenses primarily resulting from lower headcount, a $3.7 million decrease in facilities-related expenses primarily resulting from cost reduction initiatives, including the closure of the Oberlin facility and wind-down of operations at the Roseville, Minnesota facility, and a $1.5 million decrease in product development and lab supply costs primarily resulting from a streamlined focus and prioritization of development programs and lower headcount.

Selling, General, and Administrative Expense

SG&A expense was $15.9 million in the first nine months of 2026, a decrease of $5.9 million from the first nine months of 2025. The decrease was primarily due to a $4.9 million decrease in corporate, technology, and professional fees-related expenses primarily resulting from a $2.6 million decrease in litigation expense recognized in the prior-year period associated with the repayment of previously awarded insurance proceeds and a $2.3 million decrease primarily resulting from lower spending on external advisory, accounting, tax and audit services as well as corporate and technology expenses, and a $1.2 million decrease in personnel-related expenses primarily resulting from a decrease in non-cash stock compensation expense.

Goodwill Impairment

There was no goodwill impairment in the first nine months of 2026, compared to $21.0 million recognized during the same period in 2025. The decrease was due to a goodwill impairment charge recognized in the first quarter of 2025 as a result of a decline in the fair value of the Company’s reporting unit, primarily driven by a sustained decline in the market price of the Company’s Class A Common Stock.

Royalty Liability Interest Expense - Related Parties

Royalty liability interest expense - related parties (non-cash) was $28.4 million in the first nine months of 2026, an increase of $2.4 million from the first nine months of 2025. The increase was driven by the recognition of interest expense on the accumulating Royalty Liability balance.

Other Interest Income, net

Other interest income, net was $0.2 million in the first nine months of 2026, a decrease of $0.2 million from the first nine months of 2025. The decrease was driven by lower average cash balances during the period.

Non-Operating Income, net

Non-operating income, net was $0.5 million in the first nine months of 2026, an increase of $0.1 million from the first nine months of 2025. The increase was driven by $0.5 million of grant income recognized for research work performed by Cibus partially offset by a $0.4 million decrease related to the fair value adjustment of the liability classified common warrants.

Net Loss Attributable to Noncontrolling Interest

There was no net loss attributable to noncontrolling interest in the first nine months of 2026, compared to $4.5 million in the first nine months of 2025. The decrease was due to the exchange of all remaining Up-C Units during 2025, after which there were no remaining holders of noncontrolling interests in Cibus Global.

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 its remaining cash on hand and proceeds that may be raised from the ATM Facility, defined below.

As of September 30, 2026, the Company had $10.7 million of cash and cash equivalents. Current liabilities were $13.9 million as of

- 28 -

September 30, 2026. The Company incurred a net loss of $65.3 million for the nine months ended September 30, 2026. As of September 30, 2026, the Company had an accumulated deficit of $923.6 million and expects to continue to incur losses in the future.

Cash Flows from Operating Activities

						Nine Months Ended September 30,
In Thousands, except percentage values						2026						2025						$ Change						% Change
Net loss						$	(65,308)					$	(100,253)					$	34,945					35		%
Royalty liability interest expense - related parties						28,439						26,075						2,364						9		%
Goodwill impairment						—						20,950						(20,950)						(100)		%
Depreciation and amortization						3,452						4,629						(1,177)						(25)		%
Stock-based compensation						4,590						6,363						(1,773)						(28)		%
Loss on disposal of assets, net						4						84						(80)						(95)		%
Change in fair value of liability classified Class A common stock warrants						(37)						(467)						430						92		%
Other						7						45						(38)						(84)		%
Changes in operating assets and liabilities						(1,346)						5,403						(6,749)						(125)		%
Net cash used in operating activities						$	(30,199)					$	(37,171)					$	6,972					19		%

Net cash used in operating activities was $30.2 million in the first nine months of 2026, a decrease in cash used of $7.0 million from the first nine months of 2025. The decrease in cash used is driven by an $11.1 million decrease in net loss, primarily related to an increase of $0.9 million in revenue and $0.3 million in non-operating income, net in addition to cost reduction initiatives including decreases of $3.9 million in personnel and travel related expenses, $2.4 million in facilities and other corporate expenses, $2.1 million in professional fees, and $1.5 million in lab supplies and field trials. The improved net loss is offset by a decrease of $4.2 million from the changes in operating assets and liabilities. The decrease is due to $1.7 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, $0.9 million higher prepaid expenses, $0.5 million lower deferred revenue, offset by $0.1 million lower accounts receivable.

Cash Flows from Investing Activities

						Nine Months Ended September 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)						(492)						419						85		%
Net cash used in investing activities						$	(30)					$	(492)					$	462					94		%

NM – not meaningful

Net cash used in investing activities was nominal in the first nine months of 2026, a decrease of $0.5 million from the first nine 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

						Nine Months Ended September 30,
In Thousands, except percentage values						2026						2025						$ Change						% Change
Proceeds from issuances of securities						$	37,409					$	50,100					$	(12,691)					(25)		%
Costs paid related to issuances of securities						(5,562)						(2,202)						(3,360)						(153)		%
Payment of taxes related to restricted stock units withheld from employees						(187)						(71)						(116)						(163)		%
Repayments of financing lease obligations						—						(113)						113						100		%
Repayments of notes payable						(637)						(608)						(29)						(5)		%
Net cash provided by financing activities						$	31,023					$	47,106					$	(16,083)					(34)		%

Net cash provided by financing activities was $31.0 million in the first nine months of 2026, a decrease of $16.1 million from the first nine months of 2025. The decrease was primarily due to a decrease of $16.1 million of net proceeds from less capital raised in 2026.

- 29 -

Capital Resources

The Company’s primary source of liquidity is its remaining 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 nine months ended September 30, 2026, the Company issued 96,680 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 nine months ended September 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 Company’s net loss was $65.3 million and cash used in operating activities was $30.2 million for the nine months ended September 30, 2026. As of September 30, 2026, the Company had $10.7 million of remaining cash and cash equivalents. Current liabilities were $13.9 million as of September 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, in light of Cibus’ current significant capital resource constraints, Cibus will need to raise additional capital in the near term to sustain its business plans. The successful execution of Cibus’ business plans, and the financing necessary to sustain 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 exiting 2026, reflecting such continued cost discipline, while making additional strategic investments with available capital resources 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 future cash needs through (i) available 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. In particular, Cibus’ current liquidity and capital resources are significantly constrained, which may introduce additional challenges in respect of near term financing opportunities. 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 near term public or private equity or

- 30 -

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 September 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, and the Company’s currently constrained liquidity and capital resources position 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 and in light of current cash and cash equivalents, in the near term. 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 on Form 10-Q. 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.

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 September 30, 2026. Notwithstanding the foregoing, in September 2026, the landlord of the Company’s Roseville, Minnesota facility initiated litigation alleging breach of the lease agreement for nonpayment of rent. The Company has recognized its contractual lease obligations and applicable related charges. Based on management’s current assessment, the Company does not expect the resolution of this matter to result in a material loss in excess of amounts already recognized.

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 September 30, 2026, there were no material changes in the Company's critical accounting policies and estimates as disclosed in its Annual Report.

- 31 -

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 September 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 September 30, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

- 32 -

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is not a party to any material pending legal proceedings as of September 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.

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 nine months ended September 30, 2026, 100,037 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 September 30, 2026, none of the Company’s directors or officers adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Regulation 408(a) of Regulation S-K).

- 33 -

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)
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 September 30, 2026, has been formatted in Inline XBRL (contained in Exhibit 101)

_______________________________________

*    Filed herewith.

- 34 -

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 November 12, 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)

- 35 -