[10-Q] Cibus, Inc. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Rhea-AI Filing Summary
Cibus, Inc. reported continued losses and liquidity pressure while narrowing its operational focus to commercialize rice herbicide-tolerance traits. The company recorded a $76.0 million net loss for the six months ended June 30, 2025, and used $25.4 million of cash in operating activities during that period. Cash and cash equivalents were $36.5 million versus current liabilities of $22.4 million, and an accumulated deficit of $803.4 million. Management expects to continue incurring losses and needs additional capital within a year; this raises substantial doubt about the companys ability to continue as a going concern. Cibus implemented cost reductions and a restructuring, targets annual net cash usage of approximately $30.0 million by 2026, and is prioritizing Rice weed-management traits that it estimates could represent >$200 million of annual accessible royalties upon full commercialization. The company recognized a $21.0 million goodwill impairment in Q1 2025 and completed equity transactions in Jan and Jun 2025 to raise net proceeds of about $46.4 million combined.
Cibus, Inc. ha riportato perdite continue e pressione sulla liquidità mentre restringe il suo focus operativo per commercializzare tratti di riso tolleranti agli erbicidi. La società ha registrato un perdita netta di 76,0 milioni di dollari per i sei mesi conclusi al 30 giugno 2025 e ha utilizzato 25,4 milioni di dollari di cassa nelle attività operative nello stesso periodo. Le disponibilità liquide erano di 36,5 milioni di dollari rispetto a passività correnti per 22,4 milioni di dollari, con un disavanzo accumulato di 803,4 milioni di dollari. La direzione prevede di continuare a subire perdite e avrà bisogno di capitale aggiuntivo entro un anno; ciò solleva seri dubbi sulla capacità dell'azienda di proseguire come going concern. Cibus ha attuato riduzioni dei costi e una ristrutturazione, punta a un utilizzo netto di cassa annuo di circa 30,0 milioni di dollari entro il 2026 e sta dando priorità ai tratti per la lotta alle infestanti del riso che stima possano rappresentare oltre 200 milioni di dollari di royalties annuali accessibili a piena commercializzazione. La società ha rilevato un impairment del goodwill di 21,0 milioni di dollari nel primo trimestre 2025 e ha completato operazioni di aumento di capitale a gennaio e giugno 2025, raccogliendo proventi netti complessivi di circa 46,4 milioni di dollari.
Cibus, Inc. informó pérdidas continuas y presión sobre la liquidez mientras reduce su enfoque operativo para comercializar rasgos de arroz tolerantes a herbicidas. La empresa registró una pérdida neta de 76,0 millones de dólares en los seis meses terminados el 30 de junio de 2025 y utilizó 25,4 millones de dólares en efectivo en actividades operativas durante ese período. El efectivo y equivalentes era de 36,5 millones de dólares frente a pasivos corrientes por 22,4 millones de dólares, y un déficit acumulado de 803,4 millones de dólares. La dirección espera seguir incurring pérdidas y necesitará capital adicional dentro de un año; esto plantea dudas significativas sobre la capacidad de la compañía para continuar como negocio en marcha. Cibus implementó recortes de costos y una reestructuración, apunta a un uso neto de efectivo anual de aproximadamente 30,0 millones de dólares para 2026 y está priorizando rasgos de control de malezas en arroz que estima podrían representar más de 200 millones de dólares en royalties anuales accesibles al completarse la comercialización. La empresa reconoció un impairment de goodwill de 21,0 millones de dólares en el primer trimestre de 2025 y completó transacciones de capital en enero y junio de 2025 para recaudar ingresos netos combinados de aproximadamente 46,4 millones de dólares.
Cibus, Inc.는 제초제 내성 쌀 형질을 상용화하기 위해 사업 초점을 좁히는 가운데 지속적인 손실과 유동성 압박을 보고했습니다. 회사는 2025년 6월 30일로 끝나는 6개월 동안 7,600만 달러의 순손실을 기록했으며 해당 기간 동안 영업활동으로 2,540만 달러의 현금을 사용했습니다. 현금 및 현금성자산은 3,650만 달러였고 유동부채는 2,240만 달러, 누적적자는 8억34만 달러였습니다. 경영진은 계속 손실이 발생할 것으로 보고 1년 내 추가 자본이 필요하다고 판단하여 회사의 계속기업 존속능력에 중대한 의문을 제기하고 있습니다. Cibus는 비용 절감과 구조조정을 시행했으며 2026년까지 연간 순현금 사용을 약 3,000만 달러로 목표로 하고, 완전 상용화 시 연간 접근 가능한 로열티가 2억 달러 초과에 이를 것으로 추정되는 쌀 잡초관리 형질을 우선시하고 있습니다. 회사는 2025년 1분기에 2,100만 달러의 영업권 손상을 인식했으며 2025년 1월과 6월에 주식 거래를 완료해 총 약 4,640만 달러의 순수익을 조달했습니다.
Cibus, Inc. a déclaré des pertes continues et une pression sur la liquidité tout en recentrant ses activités pour commercialiser des traits de riz tolérants aux herbicides. La société a enregistré une perte nette de 76,0 millions de dollars pour les six mois clos le 30 juin 2025 et a utilisé 25,4 millions de dollars de trésorerie dans ses activités opérationnelles sur cette période. Les liquidités et équivalents s'élevaient à 36,5 millions de dollars contre des passifs courants de 22,4 millions de dollars, et un déficit accumulé de 803,4 millions de dollars. La direction prévoit de continuer à subir des pertes et aura besoin de capitaux supplémentaires dans l'année ; cela soulève des doutes importants quant à la capacité de la société à poursuivre son exploitation. Cibus a mis en place des réductions de coûts et une restructuration, vise une utilisation nette de trésorerie annuelle d'environ 30,0 millions de dollars d'ici 2026, et priorise des traits de gestion des mauvaises herbes du riz qui pourraient représenter, selon ses estimations, plus de 200 millions de dollars de redevances annuelles accessibles en cas de commercialisation complète. La société a constaté une dépréciation du goodwill de 21,0 millions de dollars au T1 2025 et a réalisé des opérations de capital en janvier et juin 2025 pour lever des produits nets combinés d'environ 46,4 millions de dollars.
Cibus, Inc. meldete anhaltende Verluste und Liquiditätsdruck, während das operative Vorgehen auf die Kommerzialisierung herbizidtoleranter Reissorten konzentriert wird. Das Unternehmen verzeichnete für die sechs Monate bis zum 30. Juni 2025 einen Nettoverlust von 76,0 Mio. USD und verwendete in diesem Zeitraum 25,4 Mio. USD an Zahlungsmitteln aus der operativen Tätigkeit. Zahlungsmittel und Zahlungsmitteläquivalente beliefen sich auf 36,5 Mio. USD gegenüber kurzfristigen Verbindlichkeiten von 22,4 Mio. USD und einem kumulierten Fehlbetrag von 803,4 Mio. USD. Das Management erwartet weitere Verluste und benötigt innerhalb eines Jahres zusätzliches Kapital; dies wirft erhebliche Zweifel an der Fortführungsfähigkeit des Unternehmens auf. Cibus setzte Kostensenkungen und eine Umstrukturierung um, strebt eine jährliche Netto-Cash-Verwendung von etwa 30,0 Mio. USD bis 2026 an und priorisiert Unkrautmanagement-Eigenschaften für Reis, die bei vollständiger Kommerzialisierung schätzungsweise mehr als 200 Mio. USD an jährlich zugänglichen Lizenzgebühren darstellen könnten. Das Unternehmen erkannte eine Goodwill-Abschreibung von 21,0 Mio. USD im Q1 2025 an und führte im Jan. und Juni 2025 Aktiengeschäfte durch, um zusammen rund 46,4 Mio. USD Nettomittel zu beschaffen.
Positive
- Regulatory progress: USDA-APHIS designated two Canola traits as not regulated and California approved field research for gene-edited rice.
- Commercial focus: Company streamlined to prioritize Rice herbicide tolerance traits with estimated >$200 million annual accessible royalties upon full commercialization.
- Cost reduction: Restructuring and facility rationalization targeting reduction of annual net cash usage to approximately $30.0 million by 2026.
- Capital raises in 2025: Registered direct and public follow-on offerings generated combined net proceeds of approximately $46.4 million.
Negative
- Going concern: Management disclosed substantial doubt about the companys ability to continue as a going concern without additional capital within one year.
- Operating losses and cash burn: Net loss of $76.0 million for the six months ended June 30, 2025, and cash used in operations of $25.4 million in the period.
- Limited liquidity: Cash and cash equivalents of $36.5 million as of June 30, 2025, versus ongoing cash needs and current liabilities of $22.4 million.
- Goodwill impairment: A $21.0 million goodwill impairment recognized in Q1 2025 reflects reduced market valuation and increased downside risk.
- Potential dilution and higher obligations: Further equity or debt financings could cause substantial dilution or increased fixed payment obligations to shareholders.
Insights
TL;DR: Liquidity constrained biotech with a focused commercial path in rice traits; requires near-term financing to avoid deeper cuts.
Cibus shows meaningful scientific and regulatory progress, notably regulatory determinations in the U.S. and Ecuador and California research approval, and a clearly articulated commercialization priority on Rice herbicide tolerance traits with estimated >$200 million annual accessible royalties at full scale. However, operating losses, a $36.5 million cash balance, $25.4 million cash used in operations for six months, and managements explicit statement of substantial doubt on going concern mean near-term financing is essential. The $21.0 million goodwill write-down, ongoing restructuring, and potential dilution from additional financings materially affect valuation and investor risk. Overall, the company is at an inflection with technical upside but acute financing risk.
TL;DR: Material liquidity and impairment risks offset by regulatory wins and focused cost reduction program.
Cibuss operational plan to reduce annual net cash usage to ~$30.0 million demonstrates deliberate cost control, but current liquidity combined with recurring losses and a significant accumulated deficit create elevated bankruptcy and dilution risk if capital markets remain inaccessible. The companys royalty liability effective yield (~16.5%) and previously recognized litigation exposure increase fixed obligations. Recent equity raises provided partial relief but do not eliminate the need for further funding within a year. Investors should view near-term financing and successful commercialization milestones as binary outcomes for business continuity.
Cibus, Inc. ha riportato perdite continue e pressione sulla liquidità mentre restringe il suo focus operativo per commercializzare tratti di riso tolleranti agli erbicidi. La società ha registrato un perdita netta di 76,0 milioni di dollari per i sei mesi conclusi al 30 giugno 2025 e ha utilizzato 25,4 milioni di dollari di cassa nelle attività operative nello stesso periodo. Le disponibilità liquide erano di 36,5 milioni di dollari rispetto a passività correnti per 22,4 milioni di dollari, con un disavanzo accumulato di 803,4 milioni di dollari. La direzione prevede di continuare a subire perdite e avrà bisogno di capitale aggiuntivo entro un anno; ciò solleva seri dubbi sulla capacità dell'azienda di proseguire come going concern. Cibus ha attuato riduzioni dei costi e una ristrutturazione, punta a un utilizzo netto di cassa annuo di circa 30,0 milioni di dollari entro il 2026 e sta dando priorità ai tratti per la lotta alle infestanti del riso che stima possano rappresentare oltre 200 milioni di dollari di royalties annuali accessibili a piena commercializzazione. La società ha rilevato un impairment del goodwill di 21,0 milioni di dollari nel primo trimestre 2025 e ha completato operazioni di aumento di capitale a gennaio e giugno 2025, raccogliendo proventi netti complessivi di circa 46,4 milioni di dollari.
Cibus, Inc. informó pérdidas continuas y presión sobre la liquidez mientras reduce su enfoque operativo para comercializar rasgos de arroz tolerantes a herbicidas. La empresa registró una pérdida neta de 76,0 millones de dólares en los seis meses terminados el 30 de junio de 2025 y utilizó 25,4 millones de dólares en efectivo en actividades operativas durante ese período. El efectivo y equivalentes era de 36,5 millones de dólares frente a pasivos corrientes por 22,4 millones de dólares, y un déficit acumulado de 803,4 millones de dólares. La dirección espera seguir incurring pérdidas y necesitará capital adicional dentro de un año; esto plantea dudas significativas sobre la capacidad de la compañía para continuar como negocio en marcha. Cibus implementó recortes de costos y una reestructuración, apunta a un uso neto de efectivo anual de aproximadamente 30,0 millones de dólares para 2026 y está priorizando rasgos de control de malezas en arroz que estima podrían representar más de 200 millones de dólares en royalties anuales accesibles al completarse la comercialización. La empresa reconoció un impairment de goodwill de 21,0 millones de dólares en el primer trimestre de 2025 y completó transacciones de capital en enero y junio de 2025 para recaudar ingresos netos combinados de aproximadamente 46,4 millones de dólares.
Cibus, Inc.는 제초제 내성 쌀 형질을 상용화하기 위해 사업 초점을 좁히는 가운데 지속적인 손실과 유동성 압박을 보고했습니다. 회사는 2025년 6월 30일로 끝나는 6개월 동안 7,600만 달러의 순손실을 기록했으며 해당 기간 동안 영업활동으로 2,540만 달러의 현금을 사용했습니다. 현금 및 현금성자산은 3,650만 달러였고 유동부채는 2,240만 달러, 누적적자는 8억34만 달러였습니다. 경영진은 계속 손실이 발생할 것으로 보고 1년 내 추가 자본이 필요하다고 판단하여 회사의 계속기업 존속능력에 중대한 의문을 제기하고 있습니다. Cibus는 비용 절감과 구조조정을 시행했으며 2026년까지 연간 순현금 사용을 약 3,000만 달러로 목표로 하고, 완전 상용화 시 연간 접근 가능한 로열티가 2억 달러 초과에 이를 것으로 추정되는 쌀 잡초관리 형질을 우선시하고 있습니다. 회사는 2025년 1분기에 2,100만 달러의 영업권 손상을 인식했으며 2025년 1월과 6월에 주식 거래를 완료해 총 약 4,640만 달러의 순수익을 조달했습니다.
Cibus, Inc. a déclaré des pertes continues et une pression sur la liquidité tout en recentrant ses activités pour commercialiser des traits de riz tolérants aux herbicides. La société a enregistré une perte nette de 76,0 millions de dollars pour les six mois clos le 30 juin 2025 et a utilisé 25,4 millions de dollars de trésorerie dans ses activités opérationnelles sur cette période. Les liquidités et équivalents s'élevaient à 36,5 millions de dollars contre des passifs courants de 22,4 millions de dollars, et un déficit accumulé de 803,4 millions de dollars. La direction prévoit de continuer à subir des pertes et aura besoin de capitaux supplémentaires dans l'année ; cela soulève des doutes importants quant à la capacité de la société à poursuivre son exploitation. Cibus a mis en place des réductions de coûts et une restructuration, vise une utilisation nette de trésorerie annuelle d'environ 30,0 millions de dollars d'ici 2026, et priorise des traits de gestion des mauvaises herbes du riz qui pourraient représenter, selon ses estimations, plus de 200 millions de dollars de redevances annuelles accessibles en cas de commercialisation complète. La société a constaté une dépréciation du goodwill de 21,0 millions de dollars au T1 2025 et a réalisé des opérations de capital en janvier et juin 2025 pour lever des produits nets combinés d'environ 46,4 millions de dollars.
Cibus, Inc. meldete anhaltende Verluste und Liquiditätsdruck, während das operative Vorgehen auf die Kommerzialisierung herbizidtoleranter Reissorten konzentriert wird. Das Unternehmen verzeichnete für die sechs Monate bis zum 30. Juni 2025 einen Nettoverlust von 76,0 Mio. USD und verwendete in diesem Zeitraum 25,4 Mio. USD an Zahlungsmitteln aus der operativen Tätigkeit. Zahlungsmittel und Zahlungsmitteläquivalente beliefen sich auf 36,5 Mio. USD gegenüber kurzfristigen Verbindlichkeiten von 22,4 Mio. USD und einem kumulierten Fehlbetrag von 803,4 Mio. USD. Das Management erwartet weitere Verluste und benötigt innerhalb eines Jahres zusätzliches Kapital; dies wirft erhebliche Zweifel an der Fortführungsfähigkeit des Unternehmens auf. Cibus setzte Kostensenkungen und eine Umstrukturierung um, strebt eine jährliche Netto-Cash-Verwendung von etwa 30,0 Mio. USD bis 2026 an und priorisiert Unkrautmanagement-Eigenschaften für Reis, die bei vollständiger Kommerzialisierung schätzungsweise mehr als 200 Mio. USD an jährlich zugänglichen Lizenzgebühren darstellen könnten. Das Unternehmen erkannte eine Goodwill-Abschreibung von 21,0 Mio. USD im Q1 2025 an und führte im Jan. und Juni 2025 Aktiengeschäfte durch, um zusammen rund 46,4 Mio. USD Nettomittel zu beschaffen.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 10-Q
_____________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2025 ;
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from_________to_________
Commission file number 001-38161
_____________________
(Exact name of registrant as specified in its charter)
_____________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
_____________________
Securities registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | o | Accelerated filer | o | |||||||||||
| x | Smaller reporting company | |||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes
As of August 13, 2025, there were an aggregate of 54,238,382 shares of the registrant’s common stock outstanding, comprising
| Table of Contents | |||||
PART I. FINANCIAL INFORMATION | 3 | ||||
Item 1. Condensed Consolidated Financial Statements | 3 | ||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 30 | ||||
Item 4. Controls and Procedures | 38 | ||||
PART II. OTHER INFORMATION | 39 | ||||
Item 1. Legal Proceedings | 39 | ||||
Item 1A. Risk Factors | 39 | ||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 39 | ||||
Item 5. Other Information | 39 | ||||
Item 6. Exhibits | 40 | ||||
SIGNATURES | 41 | ||||
Terms
When the terms “Cibus,” the “Company” or “its” are used in this report, 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.
The Company owns or has the right to use the trademarks, service marks, and trade names that it uses in conjunction with the operation of its business. Some of the more important marks and names that it owns or has rights to use that may appear in this Quarterly Report on Form 10-Q include: “Cibus®,” “RTDS®,” “Rapid Trait Development SystemTM,” “Trait MachineTM,” and “Future of BreedingTM.” This report 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 report 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 timeframe for commercialization of germplasm with the Company’s traits by seed company customers; 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 intellectual property protection and unexpected costs associated with defending intellectual property rights; increased or unanticipated time and resources required for the
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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; 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; 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 20, 2025, as 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 of this report. 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 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 Form 10-Q and Form 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.
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PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
- 3 -
CIBUS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited and in Thousands, Except Par Value and Share Amounts)
| June 30, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant, and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities, redeemable noncontrolling interest, and stockholders’ equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Accrued compensation | |||||||||||
| Deferred revenue | |||||||||||
| Current portion of notes payable | |||||||||||
| Current portion of financing lease obligations | |||||||||||
| Current portion of operating lease obligations | |||||||||||
| Class A common stock warrants | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Notes payable, net of current portion | |||||||||||
| Operating lease obligations, net of current portion | |||||||||||
| Royalty liability - related parties | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (See Note 8) | |||||||||||
| Redeemable noncontrolling interest | |||||||||||
| Stockholders’ equity: | |||||||||||
Class A common stock, $ | |||||||||||
Class B common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
Class A common stock in treasury, at cost; | ( | ( | |||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive income | |||||||||||
| Total Cibus, Inc. stockholders' equity | |||||||||||
| Noncontrolling interest | |||||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities, redeemable noncontrolling interest, and stockholders’ equity | $ | $ | |||||||||
See accompanying notes to these condensed consolidated financial statements.
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CIBUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited and in Thousands, Except Share and Per Share Amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Total revenue | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Selling, general, and administrative | |||||||||||||||||||||||
| Goodwill impairment | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Loss from operations | ( | ( | ( | ( | |||||||||||||||||||
| Royalty liability interest expense - related parties | ( | ( | ( | ( | |||||||||||||||||||
| Other interest income, net | |||||||||||||||||||||||
| Non-operating (expense) income, net | ( | ||||||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Income tax (expense) benefit | ( | ( | ( | ||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss attributable to noncontrolling interest and redeemable noncontrolling interest | ( | ( | ( | ( | |||||||||||||||||||
| Net loss attributable to Cibus, Inc. stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Basic and diluted net loss per share of Class A common stock | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted average shares of Class A common stock outstanding – basic and diluted | |||||||||||||||||||||||
See accompanying notes to these condensed consolidated financial statements.
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CIBUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited and in Thousands)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
| Comprehensive loss | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive loss attributable to noncontrolling interest and redeemable noncontrolling interest | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive loss attributable to Cibus, Inc. stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
See accompanying notes to these condensed consolidated financial statements.
- 6 -
CIBUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
(Unaudited and in Thousands, Except Shares Outstanding)
| Class A Common Stock | Class B Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 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 Balance at March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | ( | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon settlement of restricted stock awards and units | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in registered offering, net | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of pre-funded warrants | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of common warrant liability to stockholders' equity | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for payment of minimum employee taxes withheld upon net share settlement of restricted stock units | ( | — | — | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in value of noncontrolling interest | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2024 | Redeemable Noncontrolling Interest | Shares | Amount | Shares | Amount | Additional Paid-In Capital | Shares in Treasury | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | ( | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon settlement of restricted stock awards and units | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock from the ATM facility, net of offering expenses | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in registered offering, net | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for payment of minimum employee taxes withheld upon net share settlement of restricted stock units | — | ( | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in value of redeemable noncontrolling interest including issuance of common stock upon exchange of common units | ( | — | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to these condensed consolidated financial statements.
- 7 -
CIBUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
(Unaudited and in Thousands, Except Shares Outstanding)
| Class A Common Stock | Class B Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | Redeemable Noncontrolling Interest | Shares | Amount | Shares | Amount | Additional Paid-In Capital | Shares in Treasury | Accumulated Deficit | Accumulated Other Comprehensive Income | Total Cibus, Inc. Stockholders' Equity | Noncontrolling Interest | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon settlement of restricted stock awards and units | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock and pre-funded warrants in registered offering, net | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of pre-funded warrants | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of common warrant liability to stockholders' equity | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for payment of minimum employee taxes withheld upon net share settlement of restricted stock units | — | ( | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of redeemable noncontrolling interest | ( | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in value of noncontrolling interest including issuance of common stock upon exchange of common units | — | — | ( | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2024 | Redeemable Noncontrolling Interest | Shares | Amount | Shares | Amount | Additional Paid-In Capital | Shares in Treasury | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | ( | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon settlement of restricted stock awards and units | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock from the ATM facility, net of offering expenses | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in registered offering, net | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for payment of minimum employee taxes withheld upon net share settlement of restricted stock units | — | ( | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in value of redeemable noncontrolling interest | ( | — | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to these condensed consolidated financial statements.
- 8 -
CIBUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited and in Thousands)
| Six Months Ended June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Operating activities | ||||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||||
| Royalty liability interest expense - related parties | ||||||||||||||
| Goodwill impairment | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Stock-based compensation | ||||||||||||||
| Loss on disposal of assets | ||||||||||||||
| Change in fair value of liability classified Class A common stock warrants | ( | ( | ||||||||||||
| Other | ( | |||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Accounts receivable | ( | |||||||||||||
| Prepaid expenses and other current assets | ( | ( | ||||||||||||
| Accounts payable | ( | |||||||||||||
| Accrued expenses | ||||||||||||||
| Accrued compensation | ( | ( | ||||||||||||
| Deferred revenue | ( | |||||||||||||
| Right-of-use assets and lease obligations, net | ( | |||||||||||||
| Other assets and liabilities, net | ( | |||||||||||||
| Net cash used in operating activities | ( | ( | ||||||||||||
| Investing activities | ||||||||||||||
| Purchases of property, plant, and equipment | ( | ( | ||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Financing activities | ||||||||||||||
| Proceeds from issuances of securities | ||||||||||||||
| Costs incurred related to issuances of securities | ( | ( | ||||||||||||
| Payment of taxes related to restricted stock units withheld from employees | ( | ( | ||||||||||||
| Repayments of financing lease obligations | ( | |||||||||||||
| Repayments of notes payable | ( | ( | ||||||||||||
| Net cash provided by financing activities | ||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | |||||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | |||||||||||||
| Cash and cash equivalents – beginning of period | ||||||||||||||
| Cash and cash equivalents – end of period | $ | $ | ||||||||||||
See accompanying notes to these condensed consolidated financial statements.
- 9 -
CIBUS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The unaudited condensed consolidated financial statements of Cibus, Inc. (Cibus or the Company) 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, 2024, filed with the SEC on March 20, 2025 (Annual Report). The accompanying condensed consolidated balance sheet as of December 31, 2024, 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.
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, 2024, filed with the SEC on March 20, 2025 (Annual Report). The accompanying condensed consolidated balance sheet as of December 31, 2024, 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.
Nature of Business and Organization
Cibus, Inc. carries on its business through Cibus Global and its subsidiaries. Cibus is the sole managing member of Cibus Global and as sole managing member, the Company operates and controls all of the business and affairs of Cibus Global. As a result, the Company consolidates the financial results of Cibus Global and its subsidiaries and reports noncontrolling interest representing the economic interest in Cibus Global held by the other members of Cibus Global.
Cibus Global, a Delaware limited liability company, was formed on May 10, 2019. Immediately prior to the effective date of this formation, Cibus Global was organized as a British Virgin Islands company (Cibus Global, Ltd.), which was formed on September 11, 2008.
Cibus, Inc. carries on its business through Cibus Global and its subsidiaries. Cibus is the sole managing member of Cibus Global and as sole managing member, the Company operates and controls all of the business and affairs of Cibus Global. As a result, the Company consolidates the financial results of Cibus Global and its subsidiaries and reports noncontrolling interest representing the economic interest in Cibus Global held by the other members of Cibus Global.
Cibus Global, a Delaware limited liability company, was formed on May 10, 2019. Immediately prior to the effective date of this formation, Cibus Global was organized as a British Virgin Islands company (Cibus Global, Ltd.), which was formed on September 11, 2008.
Cibus 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.
The Company is 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
Pursuant to the Company’s amended and restated certificate of incorporation, the Company is authorized to issue up to
| Class A Common Stock | Class B Common Stock | Total Common Stock | ||||||||||||||||||
| Authorized | ||||||||||||||||||||
| Issued | ||||||||||||||||||||
| Outstanding | ||||||||||||||||||||
- 10 -
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.
Going Concern
The Company has incurred losses since its inception. The Company’s net loss was $
As of June 30, 2025, the Company had $
The Company anticipates that it will continue to generate losses for the next several years. Over the longer term and until the Company can generate cash flows sufficient to support its operating capital requirements, it 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, or (v) a combination of the foregoing.
On January 2, 2024, the Company entered into a Sales Agreement (Sales Agreement) with Stifel, Nicolaus & Company, Incorporated (Stifel). Pursuant to the terms of the Sales Agreement, the Company may offer and sell through Stifel, 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 $80.0 million (ATM Facility). During the six months ended June 30, 2025, the Company did not issue any shares of Class A Common Stock from the ATM Facility.
In a registered direct offering in January 2025 (January 2025 Follow-On Offering) and in an SEC-registered public offering in June 2025 (June 2025 Follow-On Offering), the Company received net proceeds of approximately $21.4 million and $25.0 million, respectively, after deducting approximately $1.2 million and $2.5 million, respectively, for placement agent commissions and other offering expenses payable by the Company.
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. Management will need to raise additional capital to support its business plans to continue as a going concern within one year after the date that these financial statements are issued. 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.
On January 2, 2024, the Company entered into a Sales Agreement (Sales Agreement) with Stifel, Nicolaus & Company, Incorporated (Stifel). Pursuant to the terms of the Sales Agreement, the Company may offer and sell through Stifel, 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 $
In a registered direct offering in January 2025 (January 2025 Follow-On Offering) and in an SEC-registered public offering in June 2025 (June 2025 Follow-On Offering), the Company received net proceeds of approximately $
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. Management will need to raise additional capital to support its business plans to continue as a going concern within one year after the date that these financial statements are issued. 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.
In the fourth quarter of 2024, Cibus announced a restructuring initiative (Restructuring Initiative), which included a reduction in its workforce. The Restructuring Initiative instituted cost reduction actions designed to preserve capital resources for the advancement of its streamlined priority objectives, which initiatives include reductions in expenditures for consultants and other third-party service providers, organizational restructuring and related talent optimization, and streamlining of rent and facility expenses, including the non-renewal of the lease for the Company’s trait development facility for editing plants in San Diego, California upon expiration in August 2025.
In June of 2025, building on efficiencies introduced through the Restructuring Initiative to date, the Company announced further streamlining of its operational focus to preserve capital resources and concentrate its working capital expenditures on the commercial advancement of the Company’s weed management traits for Rice.
These cost reduction initiatives alone will not be sufficient to forestall a cash deficit. 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. These factors raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date of issuance of these financial statements. Any of these events could significantly impact the Company’s business, financial condition, and prospects.
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
In June of 2025, building on efficiencies introduced through the Restructuring Initiative to date, the Company announced further streamlining of its operational focus to preserve capital resources and concentrate its working capital expenditures on the commercial advancement of the Company’s weed management traits for Rice.
These cost reduction initiatives alone will not be sufficient to forestall a cash deficit. 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. These factors raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date of issuance of these financial statements. Any of these events could significantly impact the Company’s business, financial condition, and prospects.
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
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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 lease right-of-use (ROU) assets, valuation of warrant liabilities, and the valuation of the Royalty Liability (defined below under “Royalty Liability - Related Parties”).
Fair Value Measurements of Financial Instruments
The Company follows Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and Disclosures, for financial assets and liabilities that are recognized or disclosed at fair value in these condensed consolidated financial statements on a recurring basis. Under ASC 820, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts its business. ASC 820 clarifies fair value should be based on assumptions market participants would use when pricing the asset or liability and establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to observable unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
The carrying amounts reflected in the accompanying condensed consolidated balance sheets for cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their fair value due to their short-term nature. Based on the borrowing rates currently available to the Company for notes payable with similar terms and consideration of default and credit risk, the carrying value of the notes payable approximates fair value, which is considered a Level 2 fair value measurement.
The Company considers all liquid investments purchased with original maturities of three months or less to be cash equivalents. Cash and cash equivalents include cash in readily available checking and money market accounts. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses with these financial institutions.
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 cash flow projections look several years into the future and include assumptions on variables such as future royalties and operating margins, economic conditions, probability of success, market competition, inflation, and discount rates.
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percent and a discount rate of 47 percent, which is considered a Level 3 fair value measurement. The Company determined its goodwill was impaired by $21.0 million for the three months ended March 31, 2025, which is recorded in the accompanying condensed consolidated statements of operations for the six months ended June 30, 2025.
Contract Assets and Liabilities
Contract assets primarily include amounts related to contractual rights to consideration for completed performance not yet invoiced. The Company recognized $0.1 million in contract assets as of June 30, 2025, which are included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets. There was a nominal amount in contract assets as of December 31, 2024.
The Company records contract liabilities when cash payments are received or due in advance of performance, primarily related to advances of upfront and milestone payments from contract research and collaboration agreements. Contract liabilities consist of deferred revenue on the accompanying condensed consolidated balance sheets. The Company expects to recognize the amounts included in deferred revenues within one year.
The following table represents the deferred revenue activity for the three months ended June 30, 2025:
The following table represents the deferred revenue activity for the three months ended June 30, 2024:
Contract assets primarily include amounts related to contractual rights to consideration for completed performance not yet invoiced. The Company recognized $
| In Thousands | Deferred Revenue | |||||||
| Balance as of March 31, 2025 | $ | |||||||
| Consideration earned | ( | |||||||
| Consideration received | ||||||||
| Balance as of June 30, 2025 | $ | |||||||
The following table represents the deferred revenue activity for the three months ended June 30, 2024:
| In Thousands | Deferred Revenue | |||||||
| Balance as of March 31, 2024 | $ | |||||||
| Consideration earned | ( | |||||||
| Consideration received | ||||||||
| Balance as of June 30, 2024 | $ | |||||||
The following table represents the deferred revenue activity for the six months ended June 30, 2025:
| In Thousands | Deferred Revenue | |||||||
| Balance as of December 31, 2024 | $ | |||||||
| Consideration earned | ( | |||||||
| Consideration received | ||||||||
| Balance as of June 30, 2025 | $ | |||||||
For the six months ended June 30, 2025, $0.9 million of the deferred revenue balance as of December 31, 2024, was recognized as revenue in the accompanying condensed consolidated statements of operations.
The following table represents the deferred revenue activity for the six months ended June 30, 2024:
For the six months ended June 30, 2024, $0.6 million of the deferred revenue balance as of December 31, 2023, was recognized as revenue in the accompanying condensed consolidated statements of operations.
| In Thousands | Deferred Revenue | |||||||
| Balance as of December 31, 2023 | $ | |||||||
| Consideration earned | ( | |||||||
| Consideration received | ||||||||
| Balance as of June 30, 2024 | $ | |||||||
For the six months ended June 30, 2024, $
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Royalty Liability – Related Parties
On December 31, 2014, Cibus Global entered into a Warrant Transfer and Exchange Agreement (Warrant Exchange Agreement) and a related Intellectual Property Security Agreement (IP Security Agreement), pursuant to which certain investors, including certain directors of the Company and entities affiliated with directors of the Company (collectively, Royalty Holders), exchanged warrants issued by Cibus Global in previous financing transactions, for the right to receive future royalty payments (Royalty Payments). The Warrant Exchange Agreement and IP Security Agreement remain in place following the Company’s acquisition of Cibus Global.
The royalty liability - related parties (Royalty Liability) calculation is based on the Company’s current estimates of future Subject Revenues (as defined in the Warrant Exchange Agreement) collected by the Company from customers and, in turn, expected Royalty Payments based on these Subject Revenues to be paid to Royalty Holders over the life of the arrangement based on
Estimates of total future Subject Revenues to be collected from customers are inherently uncertain. Such estimates are impacted by management’s estimate of the number of total acres for various geographies on which seeds with each Cibus trait will be planted, which is based on industry sources or references regarding the need for a specific trait in specific crops and geographies, taking into account assumptions about competition, trait relevance, switching costs and adoption timeframes, and various other factors. Such estimates are also impacted by management’s assumptions regarding the potential per acre fees that the Company may receive in respect of applicable traits, taking into account available market information regarding competitors’ current trait fees as well as assumptions regarding competition, trait relevance and trait value in specific geographies and potential savings to farmers, switching costs, and various other factors.
See Note 9 for further details.
Stock-Based Compensation
The valuation of stock options is an accounting estimate that requires the use of judgments and assumptions that are likely to have a material impact on the Company’s condensed consolidated financial statements. The Company generally measures the fair value of employee and nonemployee stock-based awards on their grant date and records compensation expense on a straight-line basis over the related service period of the award, which is generally the vesting period. The Company estimates the fair value of each stock option on the grant date, or other measurement date if applicable, using a Black-Scholes option pricing model, which requires it to make predictive assumptions regarding employee exercise behavior, future stock price volatility, and dividend yield. The Company generally measures compensation expense for grants of restricted stock units and restricted stock awards using the Company’s share price on the date of grant. The Company may use a Monte Carlo simulation pricing model when estimating the fair values of performance stock units (PSUs), which requires the Company to make predictive assumptions. The Company estimates fair values and accounts for employee and nonemployee awards in a similar manner.
Prior to the fourth quarter of 2024, the Company estimated volatility of stock options using a weighted average historical volatility from a group comparable public companies.
Beginning in the fourth quarter of 2024, the Company determined it had sufficient historical stock information and began using its own historical stock price volatility, over the expected term of the options.
The expected term of stock options is estimated using the average of the vesting tranches and the contractual life of each grant for employee options, or the simplified method, as the Company has limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants.
The Company estimates the risk-free interest rate based on the United States Treasury zero-coupon yield curve at the date of grant for the expected term of the option.
The Company has elected to account for forfeitures of awards as they occur. If an award is forfeited prior to vesting, the associated reduction in expense is reflected net in stock-based compensation expense in that period. Stock-based compensation expense is recorded in research and development (R&D) and selling, general, and administrative (SG&A) expenses in the Company’s condensed consolidated statements of operations.
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
The valuation of stock options is an accounting estimate that requires the use of judgments and assumptions that are likely to have a material impact on the Company’s condensed consolidated financial statements. The Company generally measures the fair value of employee and nonemployee stock-based awards on their grant date and records compensation expense on a straight-line basis over the related service period of the award, which is generally the vesting period. The Company estimates the fair value of each stock option on the grant date, or other measurement date if applicable, using a Black-Scholes option pricing model, which requires it to make predictive assumptions regarding employee exercise behavior, future stock price volatility, and dividend yield. The Company generally measures compensation expense for grants of restricted stock units and restricted stock awards using the Company’s share price on the date of grant. The Company may use a Monte Carlo simulation pricing model when estimating the fair values of performance stock units (PSUs), which requires the Company to make predictive assumptions. The Company estimates fair values and accounts for employee and nonemployee awards in a similar manner.
Prior to the fourth quarter of 2024, the Company estimated volatility of stock options using a weighted average historical volatility from a group comparable public companies.
Beginning in the fourth quarter of 2024, the Company determined it had sufficient historical stock information and began using its own historical stock price volatility, over the expected term of the options.
The expected term of stock options is estimated using the average of the vesting tranches and the contractual life of each grant for employee options, or the simplified method, as the Company has limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants.
The Company estimates the risk-free interest rate based on the United States Treasury zero-coupon yield curve at the date of grant for the expected term of the option.
The Company has elected to account for forfeitures of awards as they occur. If an award is forfeited prior to vesting, the associated reduction in expense is reflected net in stock-based compensation expense in that period. Stock-based compensation expense is recorded in research and development (R&D) and selling, general, and administrative (SG&A) expenses in the Company’s condensed consolidated statements of operations.
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
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a risk of forfeiture. Accordingly, unvested shares of Class A Restricted Stock are excluded from the calculation of 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.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| In Thousands, Except Share and Per Share Amounts | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||
| Net loss attributable to Cibus, Inc. stockholders | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||
| Weighted average shares of Class A common stock outstanding | ||||||||||||||||||||||||||
| Effect of pre-funded warrants | ||||||||||||||||||||||||||
| Weighted average shares of Class A common stock outstanding – basic and diluted | ||||||||||||||||||||||||||
| Basic and diluted net loss per share of Class A common stock | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
The Company’s potential dilutive securities, which include common stock warrants issued by the Company (which can be exercised to purchase the Company’s Class A Common Stock) in a follow-on offering in 2022 (2022 Common Warrants), in a follow-on offering in 2024 (2024 Common Warrants), and in a follow-on offering in 2025 (2025 Common Warrants and, together with the 2022 Common Warrants and 2024 Common Warrants, the Common Warrants
| As of June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Stock options outstanding | |||||||||||
| Unvested restricted stock units | |||||||||||
| Unvested restricted stock awards | |||||||||||
| Common warrants | |||||||||||
| Total | |||||||||||
The Common Warrants in the table above include 158,483 outstanding 2022 Common Warrants which expire on August 23, 2027, and are each exercisable for one share of the Company’s Class A Common Stock for $69.04 per share. The 2022 Common Warrants have been classified as a liability because they include a put option election available to their holder that is contingently exercisable if the Company enters into a fundamental transaction (Fundamental Transaction). Pursuant to the terms of the 2022 Common Warrants, a Fundamental Transaction occurs if (i) the Company, directly or indirectly, effects any merger or consolidation of the Company with or into another person in which the Company is not the surviving entity, (ii) the Company (and all of its subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance, or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer, or exchange offer is completed pursuant to which holders of the Company’s Class A Common Stock are permitted to sell, tender, or exchange their shares for other securities, cash or property and has been accepted by the holders of 50 percent or more of the outstanding Class A Common Stock of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization, or recapitalization of the Class A Common Stock or any compulsory share exchange pursuant to which the Class A Common Stock is effectively converted into or exchanged for other securities, cash, or property, or (v) the Company, directly or indirectly, in one or more
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2024 Common Warrants
The Common Warrants in the table above include
Certain investors in the January 2025 Follow-On Offering (as described in Note 5) were, at the time of that offering, holders of outstanding 2024 Common Warrants to purchase up to
As a result of the Warrant Amendment Agreement, the Company reclassified the fair value of
2025 Common Warrants
The Common Warrants in the table above include
Class A Common Stock Warrants
The Common Warrants which remain recorded as a liability in the Company’s condensed consolidated balance sheets under the heading Class A common stock warrants are reported at fair value with changes in fair value reported in earnings. The Company reports the changes in fair value of the Class A common stock warrants in non-operating income (expense), net in its condensed consolidated statements of operations.
Cibus has
The CODM utilizes consolidated net loss in assessing performance and allocating resources by comparing net loss against prior periods and the Company’s forecast. The measure of segment assets is reported on the condensed consolidated balance sheets as total consolidated assets.
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Segment financial information, including significant segment expenses, which are regularly provided to the CODM and included in net loss was as follows:
_______________________________________
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| In Thousands | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Personnel expenses | ||||||||||||||||||||||||||
| Professional fees | ||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||
| Goodwill and intangible assets impairment | ||||||||||||||||||||||||||
Other segment expenses (1) | ||||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||
| Loss from operations | ( | ( | ( | ( | ||||||||||||||||||||||
| Royalty liability interest expense - related parties | ( | ( | ( | ( | ||||||||||||||||||||||
| Other interest income, net | ||||||||||||||||||||||||||
| Non-operating (expense) income, net | ( | |||||||||||||||||||||||||
| Income tax (expense) benefit | ( | ( | ( | |||||||||||||||||||||||
| Total segment loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
_______________________________________
(1) Other segment expenses are primarily comprised of insurance, loss on asset disposal, amortization and depreciation, rent and utilities, lab supplies, product development, and selling and marketing expenses.
Concentrations of Credit Risk
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| Concentration of revenue greater than 10% of total company revenues | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Customer A | % | % | % | % | ||||||||||||||||||||||
| Customer B | % | % | % | % | ||||||||||||||||||||||
| Customer C | % | % | % | % | ||||||||||||||||||||||
The following table illustrates customer concentration as a percentage of total accounts receivable:
| Concentration of accounts receivable greater than 10% of the total accounts receivable balance | June 30, 2025 | December 31, 2024 | ||||||||||||
| Customer A | % | % | ||||||||||||
| Customer B | % | % | ||||||||||||
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.
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.
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In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact on the financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public business entities to provide more detailed information in the notes to the financial statements about specified categories of expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense captions presented on the condensed consolidated statement of operations and comprehensive loss. The guidance is effective for annual periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the condensed consolidated financial statements. The Company is currently evaluating the impact that this guidance will have on its condensed consolidated financial statements and disclosures.
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 six months ended June 30, 2025, and 2024.
The Company’s policy is to recognize transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. There were no transfers into or out of Level 3 during the six months ended June 30, 2025, and 2024.
Fair Value Measurements and Financial Statement Presentation
The Company’s financial instruments measured at fair value and their respective levels in the fair value hierarchy as of June 30, 2025, and December 31, 2024, were as follows:
| June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value of Assets | Fair Value of Assets | |||||||||||||||||||||||||||||||||||||||||||||||||
| In Thousands | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||||||||||||||||||
Money market funds (1) | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
________________________________________________
(1) Included in cash and cash equivalents on the accompanying condensed consolidated balance sheets.
| June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value of Liabilities | Fair Value of Liabilities | |||||||||||||||||||||||||||||||||||||||||||||||||
| In Thousands | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||||||||||||||||||
| Common Warrants | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
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The following table summarizes the Common Warrants activity for the six months ended June 30, 2025:
| In Thousands | Level 3 Fair Value of Liabilities | |||||||
| Balance as of December 31, 2024 | $ | |||||||
| Issued | ||||||||
| Reclassified to stockholders' equity | ( | |||||||
| Change in fair value | ( | |||||||
| Balance as of June 30, 2025 | $ | |||||||
In January 2025, as a result of the Warrant Amendment Agreement, the Company reclassified the fair value of
Furthermore, as a result of the Company obtaining the requisite approval from its stockholders on May 22, 2025, with respect to those 2024 Common Warrants held by Mr. Riggs, the Company reclassified the fair value of
| In Thousands | Level 3 Fair Value of Liabilities | |||||||
| Balance as of December 31, 2023 | $ | |||||||
| Issued | ||||||||
| Change in fair value | ( | |||||||
| Balance as of June 30, 2024 | $ | |||||||
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. Prior to the fourth quarter of 2024, the Company estimated its future stock price volatility using a weighted average historical volatility which took into consideration the Company’s historical volatility and historical volatility from a group of guideline companies, over the remaining life of the Common Warrants. Beginning in the fourth quarter of 2024, the Company began using 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.
| As of June 30, 2025 | As of December 31, 2024 | ||||||||||
| Estimated fair value of common warrants per share | $ | $ | |||||||||
| Assumptions: | |||||||||||
| Risk-free interest rate | |||||||||||
| Expected volatility | |||||||||||
| Expected term to liquidation (in years) | |||||||||||
- 19 -
The estimated fair values of the 2024 Common Warrants on the January 2025 and May 2025 reclassification dates, and the assumptions used for the Black-Scholes option pricing model were as follows:
| May 2025 Modification | January 2025 Modifications | |||||||||||||
Estimated fair value of common warrants per share (1) (2) | $ | $ | ||||||||||||
| Assumptions: | ||||||||||||||
| Risk-free interest rate | % | % | ||||||||||||
| Expected volatility | % | % | ||||||||||||
| Expected term to liquidation (in years) | ||||||||||||||
________________________________________________
(1) The May 23, 2025 Modification represents the
(2) For the January 2025 Modifications, the $
3. PROPERTY, PLANT, AND EQUIPMENT, NET
Property, plant, and equipment, net consists of the following:
| In Thousands, except useful life | Useful Life (Years) | As of June 30, 2025 | As of December 31, 2024 | |||||||||||||||||
| Property, plant, and equipment, net: | ||||||||||||||||||||
| Buildings | $ | $ | ||||||||||||||||||
| Leasehold improvements | shorter of lease term or useful life | |||||||||||||||||||
| Office furniture and equipment | ||||||||||||||||||||
| Computer equipment and software | ||||||||||||||||||||
| Assets in progress | N/A | |||||||||||||||||||
| Total property, plant, and equipment | ||||||||||||||||||||
| Less accumulated depreciation and amortization | ( | ( | ||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||
Depreciation and amortization expense is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| In Thousands | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Depreciation and amortization expense | $ | $ | $ | $ | ||||||||||||||||||||||
4. GOODWILL AND INTANGIBLE ASSETS
Goodwill
Goodwill represents future economic benefits arising from acquiring Cibus Global, LLC, primarily due to its strong market position and its assembled workforce that are not individually identified and separately recognized as intangible assets.None of the goodwill recognized is expected to be deductible for income tax purposes.
Goodwill represents future economic benefits arising from acquiring Cibus Global, LLC, primarily due to its strong market position and its assembled workforce that are not individually identified and separately recognized as intangible assets.
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Goodwill is as follows:
| In Thousands | Goodwill | |||||||
| Balance as of December 31, 2024 | ||||||||
| Goodwill | $ | |||||||
| Accumulated impairment losses | ( | |||||||
| Impairment for the six months ending June 30, 2025 | ( | |||||||
| Balance as of June 30, 2025 | ||||||||
| Goodwill | ||||||||
| Accumulated impairment losses | ( | |||||||
| $ | ||||||||
During the six months ended June 30, 2025, the Company determined its goodwill was impaired by $
A Triggering Event that could indicate impairment and necessitate an evaluation of goodwill includes, but is not limited to, macroeconomic conditions, industry and market considerations, increases in Cibus’ costs, commercial performance relative to strategic initiatives, adverse regulatory developments, or the deterioration of the market price of Cibus’ Class A Common Stock.
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
| In Thousands | Gross Carrying Amount | Accumulated Amortization | Intangible Assets, Net | |||||||||||||||||
| Developed technology | $ | $ | $ | |||||||||||||||||
| Trade name | ||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
Intangible assets as of December 31, 2024, were as follows:
| In Thousands | Gross Carrying Amount | Accumulated Amortization | Intangible Assets, Net | |||||||||||||||||
| Developed technology | $ | $ | $ | |||||||||||||||||
| Trade name | ||||||||||||||||||||
| Other | ||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
Total amortization expense is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| In Thousands | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Amortization expense | $ | $ | $ | $ | ||||||||||||||||||||||
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As of June 30, 2025, future amortization expense is estimated as follows:
| In Thousands | Amortization Expense | |||||||
| Remainder of 2025 | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total future amortization expense | $ | |||||||
5. STOCKHOLDERS’ EQUITY
2024 Common Warrants
In a follow-on offering in June of 2024, the Company issued 2024 Common Warrants to purchase up to1,298,040 shares of Class A Common Stock. The 2024 Common Warrants were immediately exercisable upon issuance at an exercise price of $10.00 per share (or $10.07 per share, in the case of 2024 Common Warrants issued to Mr. Riggs) until fully exercised, subject to beneficial ownership limitations, with an expiration date five years after their date of issuance.
The 2024 Common Warrants were recorded as a liability in the Company’s condensed consolidated balance sheets. At closing, the terms of the 2024 Common Warrants provided that they could be redeemed at the Company’s option at any time following the occurrence of (i) the Company’s public announcement of an operational Soybean platform and (ii) the first date on which the closing price of the Class A Common Stock on Nasdaq equals or exceeds $20.00 per share for consecutive trading days, at a redemption price of $0.0001 per 2024 Common Warrant.
Certain investors in the January 2025 Follow-On Offering (as described below) were, at the time of that offering, holders of outstanding 2024 Common Warrants to purchase up to1,198,040 shares of Class A Common Stock. Concurrent with the January 2025 Follow-On Offering, the Company agreed to a Warrant Amendment Agreement to (i) reduce the exercise price of those 2024 Common Warrants to $2.50 per share, (ii) reduce the threshold for satisfaction of the trading condition in respect of the redemption provisions from $20.00 per share to $5.00 per share as well as adding a redemption notice of 30 days, and (iii) extend the termination date of those 2024 Common Warrants held by those certain investors to five years following the closings of the January 2025 Follow-On Offering. The Warrant Amendment Agreement, with respect to Mr. Riggs, was conditioned on, and was not effective until, the trading day after the Company obtained the requisite approval from its stockholders, which occurred on May 22, 2025.
As a result of the Warrant Amendment Agreement, the Company reclassified the fair value of1,100,000 2024 Common Warrants of $1.6 million in January 2025 and, further upon the Company obtaining requisite approval from its shareholders, 98,040 2024 Common Warrants of $0.1 million in May 2025 from Class A common stock warrants liability to a component of stockholders’ equity within additional paid-in capital in the accompanying condensed consolidated balance sheets. As of June 30, 2025, 100,000 of the 2024 Common Warrants, which are the 2024 Common Warrants not amended by the Warrant Amendment Agreement, remain classified as a liability in the Company’s condensed consolidated balance sheets.
January 2025 Registered Direct Offering
In January 2025, the Company (i) issued4,340,000 shares of its Class A Common Stock and (ii) in lieu of Class A Common Stock, issued to Mr. Riggs and other investors, the 2025 Pre-Funded Warrants to purchase 4,700,000 shares of Class A Common Stock, in each case, together with an accompanying 2025 Common Warrant to purchase up to 4,340,000 shares of Class A Common Stock and 4,700,000 shares of Class A Common Stock, respectively, in a registered direct offering (January 2025 Follow-On Offering). The combined offering price for each share of Class A Common Stock and the accompanying 2025 Common Warrant was $2.50 . The combined offering price for each 2025 Pre-Funded Warrant and the accompanying 2025 Common Warrant was $2.4999 . The 2025 Common Warrants have an exercise price of $2.50 per share of Class A Common Stock and became exercisable upon approval by Cibus’ stockholders on May 22, 2025. The 2025 Common Warrants are exercisable for five years following the May 22, 2025, stockholder approval, subject to beneficial ownership limitations included in the terms of such securities. The 2025 Pre-Funded Warrants were immediately exercisable upon issuance and are exercisable until fully exercised at their exercise price of $0.0001 per share of Class A Common Stock, subject to beneficial ownership limitations included in the terms of such securities. The Company received net
In a follow-on offering in June of 2024, the Company issued 2024 Common Warrants to purchase up to
The 2024 Common Warrants were recorded as a liability in the Company’s condensed consolidated balance sheets. At closing, the terms of the 2024 Common Warrants provided that they could be redeemed at the Company’s option at any time following the occurrence of (i) the Company’s public announcement of an operational Soybean platform and (ii) the first date on which the closing price of the Class A Common Stock on Nasdaq equals or exceeds $
Certain investors in the January 2025 Follow-On Offering (as described below) were, at the time of that offering, holders of outstanding 2024 Common Warrants to purchase up to
As a result of the Warrant Amendment Agreement, the Company reclassified the fair value of
January 2025 Registered Direct Offering
In January 2025, the Company (i) issued
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proceeds related to the January 2025 Follow-On Offering of approximately $21.4 million after deducting approximately $1.2 million for placement agent commissions and other offering expenses payable by the Company.
In January 2025, 300,000 of the 2025 Pre-Funded Warrants were exercised and as such, the Company issued 300,000 shares of its Class A Common Stock. In June 2025, 50,000 pre-funded warrants issued in December 2023 and 4,000,000 of the 2025 Pre-Funded Warrants were exercised and as such, the Company issued 4,050,000 shares of its Class A Common Stock. As of June 30, 2025, 400,000 2025 Pre-Funded Warrants remain outstanding and exercisable.
The 2025 Pre-Funded Warrants were recorded as a component of stockholders’ equity within additional paid-in capital in the accompanying condensed consolidated balance sheets, and the shares issuable upon exercise are included in the determination of the Company’s basic and diluted net loss per share of Class A Common Stock.
Warrant transactions for the six months ended June 30, 2025, were as follows:
________________________________________________
(1) In January 2025, the exercise price of1,100,000 of the Common Warrants outstanding as of December 31, 2024, were amended from $10.00 per share to $2.50 per share. In May 2025, the exercise price of 98,040 of the Common Warrants outstanding as of December 31, 2024, were amended from $10.07 per share to $2.50 per share.
June 2025 SEC-Registered Public Offering
In the June 2025 Follow-On Offering, the Company issued15,714,285 shares of its Class A Common Stock, including 5,714,286 shares issued to Mr. Riggs. The offering price for each share of Class A Common Stock was $1.75 . The Company received net proceeds related to the June 2025 Follow-On Offering of approximately $25.0 million after deducting approximately $2.5 million for placement agent commissions and other offering expenses payable by the Company.
ATM Facility
The 2025 Pre-Funded Warrants were recorded as a component of stockholders’ equity within additional paid-in capital in the accompanying condensed consolidated balance sheets, and the shares issuable upon exercise are included in the determination of the Company’s basic and diluted net loss per share of Class A Common Stock.
| Pre-Funded Warrants | Weighted Average Exercise Price Per Share | Common Warrants | Weighted Average Exercise Price Per Share 1 | ||||||||||||||||||||
| Outstanding as of December 31, 2024 | $ | $ | |||||||||||||||||||||
| Issued | |||||||||||||||||||||||
| Forfeited/canceled | — | — | — | — | |||||||||||||||||||
| Exercised | ( | — | — | ||||||||||||||||||||
| Outstanding as of June 30, 2025 | $ | $ | |||||||||||||||||||||
| Exercisable as of June 30, 2025 | $ | $ | |||||||||||||||||||||
________________________________________________
(1) In January 2025, the exercise price of
June 2025 SEC-Registered Public Offering
In the June 2025 Follow-On Offering, the Company issued
ATM Facility
During the six months ended June 30, 2025, the Company did not issue any shares of Class A Common Stock from the ATM Facility.
Class A Common Stock
Shares of Class A Common Stock have full voting and economic rights. Unvested shares of Class A Restricted Common Stock, 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 Common 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 Common Stock and remain subject to the same forfeiture provisions as such shares.
Class B Common Stock
Class A Common Stock
Shares of Class A Common Stock have full voting and economic rights. Unvested shares of Class A Restricted Common Stock, 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 Common 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 Common Stock and remain subject to the same forfeiture provisions as such shares.
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.
Cibus Global Common Units
The Company’s exchange agreement sets 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, may exchange such Up-C Units for shares of Class A Common Stock. The Up-C Units are 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 represents the noncontrolling interest. During the six months ended June 30, 2025, there were 8,556 Up-C Units exchanged by holders for Class A Common Stock. During the three and six months ended June 30, 2024, there were 30,120 54,192,786 Cibus Common Units outstanding. Of the 54,192,786 Cibus Common Units outstanding, 52,480,413 are held by Cibus, Inc.
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and 1,712,373 are held by the holders of Up-C Units.
Preferred Stock
Pursuant to the amended and restated certificate of incorporation, the Company is authorized to issue10,000,000 shares of preferred stock, par value $0.0001 per share. As of June 30, 2025, the Company has no t issued any preferred stock.
Preferred Stock
Pursuant to the amended and restated certificate of incorporation, the Company is authorized to issue
6. STOCK-BASED COMPENSATION
The Company uses broad-based stock plans to attract and retain highly qualified officers and employees and to help ensure that management’s interests are aligned with those of its shareholders. The Company has also granted equity-based awards to directors, non-employees, and certain employees of Cellectis, formerly the Company’s largest shareholder and parent company prior to the completion of the merger with Cibus Global.
In December 2014, the Company adopted the Calyxt, Inc. Equity Incentive Plan (2014 Plan), which allowed for the grant of stock options, and in June 2017, it adopted the Calyxt, Inc. 2017 Omnibus Plan (2017 Plan), which allowed for the grant of stock options, restricted stock units (RSUs), performance stock units (PSUs), and other types of equity awards. The name of the 2017 Plan was amended to reflect the name change of the Company to Cibus, Inc.
As of June 30, 2025,3,493,098 shares were available for grant in the form of stock options, restricted stock, RSUs, and PSUs under the 2017 Plan. Stock-based awards currently outstanding also include awards granted 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:
Option strike prices are set at100 percent or more of the closing share price on the date of grant and generally vest over to four years following the grant date. Options generally expire 10 years after the date of grant.
As of June 30, 2025,
Stock Options
| Six Months Ended June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Weighted average fair value of stock options granted | $ | $ | ||||||||||||
| Assumptions: | ||||||||||||||
| Risk-free interest rate | ||||||||||||||
| Expected volatility | ||||||||||||||
| Expected term (in years) | ||||||||||||||
Option strike prices are set at
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, 2024 | $ | $ | ||||||||||||||||||||||||
| Granted | — | — | ||||||||||||||||||||||||
| Vested | — | — | ||||||||||||||||||||||||
| Exercised | — | — | ||||||||||||||||||||||||
| Expired | ||||||||||||||||||||||||||
| Forfeited | — | — | ( | |||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | ||||||||||||||||||||||||
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Stock-based compensation expense related to stock option awards is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| In Thousands | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Stock-based compensation expense | $ | $ | $ | $ | ||||||||||||||||||||||
As of June 30, 2025, options outstanding had no aggregate intrinsic value and a weighted average remaining contractual term of 9.0 years. As of June 30, 2025, options exercisable had no aggregate intrinsic value and a weighted average remaining contractual term of 5.4 years.
As of June 30, 2025, unrecognized compensation expense related to non-vested stock options was $2.7 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 generally2 months to four years after the date of grant.
Information on RSA activity is as follows:
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
Restricted Stock Awards | Weighted Average Grant Date Fair Value | ||||||||||
| Unvested balance as of December 31, 2024 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Unvested balance as of June 30, 2025 | $ | ||||||||||
The total fair value of RSAs that vested is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| In Thousands | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Fair value of shares vested | $ | $ | $ | $ | ||||||||||||||||||||||
There were no
Stock-based compensation expense related to RSAs is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| In Thousands | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Stock-based compensation expense | $ | $ | $ | $ | ||||||||||||||||||||||
As of June 30, 2025, unrecognized compensation expense related to RSAs was $4.8 million which has a weighted average remaining recognition period of 1.4 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.
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Information on RSU activity is as follows:
Restricted Stock Units | Weighted Average Grant Date Fair Value | ||||||||||
| Unvested balance as of December 31, 2024 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Unvested balance as of June 30, 2025 | $ | ||||||||||
The total fair value of RSUs that vested is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| In Thousands | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Fair value of shares vested | $ | $ | $ | $ | ||||||||||||||||||||||
The weighted average grant date fair value of RSUs granted during the six months ended June 30, 2025, was $2.57 . The weighted average grant date fair value of RSUs granted during the six months ended June 30, 2024, was $18.60 .
Stock-based compensation expense related to RSUs is as follows:
Stock-based compensation expense related to RSUs is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| In Thousands | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Stock-based compensation expense | $ | $ | $ | $ | ||||||||||||||||||||||
As of June 30, 2025, unrecognized compensation expense related to RSUs was $5.3 million which has a weighted average remaining recognition period of 3.1 years.
Certain condensed consolidated statement of operations amounts were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| In Thousands | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Stock-based compensation expense: | ||||||||||||||||||||||||||
| Research and development | $ | $ | $ | $ | ||||||||||||||||||||||
| Selling, general, and administrative | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
7. INCOME TAXES
The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a full valuation allowance for deferred tax assets due to the uncertainty that enough taxable income will be generated in the taxing jurisdiction to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred tax assets in the accompanying condensed consolidated financial statements.
The Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates, and tax planning opportunities available in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes. Current income taxes are recorded based on statutory obligations for the current operating period for the foreign jurisdictions in which the Company has operations. As such, the Company recorded a nominal income tax provision for foreign jurisdictions for the three and six months ended June 30, 2025.No
During the six months ended June 30, 2025, there were8,556 Up-C Units exchanged by holders for shares of Class A Common Stock. During the three and six months ended June 30, 2024, there were 30,120
The Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates, and tax planning opportunities available in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes. Current income taxes are recorded based on statutory obligations for the current operating period for the foreign jurisdictions in which the Company has operations. As such, the Company recorded a nominal income tax provision for foreign jurisdictions for the three and six months ended June 30, 2025.
During the six months ended June 30, 2025, there were
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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 TRA liability is not probable and therefore no TRA liability has been recorded as of June 30, 2025.
As of June 30, 2025, there were no material changes to what the Company disclosed regarding tax uncertainties or penalties as of December 31, 2024.
On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law, which enacts significant changes to United States tax and related laws. Some of the provisions of the new tax law affecting corporations include but are not limited to current deduction of domestic research expenses, increasing the limit of the deduction of interest expense deduction to thirty percent of EBITDA, and 100 percent bonus depreciation on eligible property acquired after January 19, 2025. The Company is currently evaluating the impact the new tax law will have on its financial condition and results of operations. Preliminarily, the Company does not anticipate a change to its effective income tax rate and its net deferred federal income tax assets as the Company maintains a full valuation allowance. The impact of the tax law changes from the OBBBA will be included in the Company’s financial statements beginning in the three months ending September 30, 2025.
On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law, which enacts significant changes to United States tax and related laws. Some of the provisions of the new tax law affecting corporations include but are not limited to current deduction of domestic research expenses, increasing the limit of the deduction of interest expense deduction to thirty percent of EBITDA, and 100 percent bonus depreciation on eligible property acquired after January 19, 2025. The Company is currently evaluating the impact the new tax law will have on its financial condition and results of operations. Preliminarily, the Company does not anticipate a change to its effective income tax rate and its net deferred federal income tax assets as the Company maintains a full valuation allowance. The impact of the tax law changes from the OBBBA will be included in the Company’s financial statements beginning in the three months ending September 30, 2025.
8. LEASES, COMMITMENTS, AND CONTINGENCIES
Leases
The Company’s financing lease ROU asset is included in other non-current assets in the condensed consolidated balance sheets.
The components of lease expense were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| In Thousands | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Finance lease costs | $ | $ | $ | $ | ||||||||||||||||||||||
| Operating lease costs | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
Operating lease costs for short-term leases was not material for the three and six months ended June 30, 2025, or 2024.
Supplemental cash flow information related to leases was as follows:
| Six Months Ended June 30, | ||||||||||||||
| In Thousands | 2025 | 2024 | ||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||
| Operating cash flows (operating leases) | $ | $ | ||||||||||||
| Financing cash flows (finance leases) | $ | $ | ||||||||||||
Supplemental balance sheet information related to leases was as follows:
| As of June 30, 2025 | As of December 31, 2024 | |||||||||||||||||||||||||
| Operating | Financing | Operating | Financing | |||||||||||||||||||||||
| Weighted average remaining lease term (years) | ||||||||||||||||||||||||||
| Weighted average discount rate | % | % | % | % | ||||||||||||||||||||||
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As of June 30, 2025, future minimum payments under operating and finance leases were as follows:
| In Thousands | Operating | Financing | Total | |||||||||||||||||
| Remainder of 2025 | $ | $ | $ | |||||||||||||||||
| 2026 | ||||||||||||||||||||
| 2027 | ||||||||||||||||||||
| 2028 | ||||||||||||||||||||
| 2029 | ||||||||||||||||||||
| Thereafter | ||||||||||||||||||||
| Less: interest | ( | ( | ( | |||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
| Current portion | $ | $ | $ | |||||||||||||||||
| Noncurrent portion | $ | $ | $ | |||||||||||||||||
The Company is not a party to any material pending legal proceedings as of June 30, 2025. Notwithstanding the foregoing, based on an unexpected decision from the Ninth Circuit Court of Appeals, the Company has accrued an estimate of $
9. ROYALTY LIABILITY - RELATED PARTIES
As of June 30, 2025, the Royalty Liability reflected an effective yield of
The following table summarizes the Royalty Liability activity for the six months ended June 30, 2025:
| In Thousands | Royalty Liability - Related Parties | |||||||
| Balance as of December 31, 2024 | $ | |||||||
| Interest expense recognized | ||||||||
| Balance as of June 30, 2025 | $ | |||||||
The following table summarizes the Royalty Liability activity for the six months ended June 30, 2024:
| In Thousands | Royalty Liability - Related Parties | |||||||
| Balance as of December 31, 2023 | $ | |||||||
| Interest expense recognized | ||||||||
| Balance as of June 30, 2024 | $ | |||||||
10. SUPPLEMENTAL INFORMATION
| Six Months Ended June 30, | ||||||||||||||
| In Thousands | 2025 | 2024 | ||||||||||||
| Interest paid | $ | $ | ||||||||||||
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Non-cash transactions not reported in the condensed consolidated statements of cash flows is as follows:
| Six Months Ended June 30, | ||||||||||||||
| In Thousands | 2025 | 2024 | ||||||||||||
| Property, plant, and equipment acquired through assuming liabilities | $ | $ | ||||||||||||
| Unpaid stock offering costs included in stockholders’ equity | $ | $ | ||||||||||||
| Class A common stock warrants reclassification from liability to stockholders' equity | $ | $ | ||||||||||||
| Purchase of insurance through vendor financing | $ | $ | ||||||||||||
| Establishment of operating lease right-of-use assets and associated operating lease liabilities | $ | $ | ||||||||||||
11. COLLABORATION AGREEMENT
Cibus and Procter & Gamble (P&G), a leading multi-national consumer product company, are parties to a collaboration agreement (P&G agreement) under which P&G is funding a multi-year program to develop low carbon ingredients or materials aimed at reducing impacts on the environment during production, use, or disposal. As of June 30, 2025, the Company had $0.9 million of deferred revenue from R&D activities under the P&G agreement. The Company has determined the P&G agreement should be accounted for under Topic 606, and it will recognize revenue over time proportional to the R&D activities performed by the Company related to the collaboration agreement.
Revenue recognized in the condensed consolidated statements of operations related to the collaboration agreement is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| In Thousands | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Collaboration agreement revenue recognized | $ | $ | $ | $ | ||||||||||||||||||||||
As of June 30, 2025, the cumulative amount of consideration allocated to the performance obligation and revenue recognized under the P&G agreement is $
12. SUBSEQUENT EVENTS
On July 21, 2025, the Board of Directors of Cibus approved a reduction in workforce of approximately 34 full-time employees as a pivotal step in implementing the Company’s streamlined business focus announced in June of 2025. The Company expects that the reduction in workforce will be completed by December 31, 2025, and estimates that it will incur approximately $0.5 million of one-time charges for accrued vacation and severance payments in the second half of 2025 in connection with this reduction in workforce. The Company communicated the workforce reduction to affected employees on July 23, 2025.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of the Company’s financial condition and results of operations should be read together with its condensed consolidated financial statements and related notes, which are included elsewhere in this Quarterly Report on Form 10-Q and with its Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 20,2025 (Annual Report), including the Consolidated Financial Statements and Notes incorporated therein.
OVERVIEW AND BUSINESS UPDATE
Cibus is a leading agricultural biotechnology company that uses proprietary gene editing technologies to develop plant traits, which are specific genetic characteristics in the DNA of a plant’s seed. These plant traits, or characteristics, influence how a resulting plant functions and/or interacts with its environment.
Cibus’ Primary Business
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. These plant traits can be licensed to global seed companies where the licensee company will include these traits in their seed products and for that Cibus will receive an annual royalty for seed sold, usually structured as a per-acre planted royalty. This is not a new business model as many companies have developed traits that have been added to seed products and have garnered significant royalties for their developers over many years. Importantly, farmers are well acquainted with the value of these seeds with traits. Cibus’ initial focus is on productivity traits, which can be associated with improving crop yields in the face of challenges such as weeds, pests, and diseases, can address environmental challenges with an overall reduction in the use of chemicals like fungicides, insecticides, or fertilizers, or can make crops more adaptable to environmental factors such as heat and drought in the face of climate change. In the near term, Cibus’ priority pipeline program centers on Rice herbicide tolerance traits.
Cibus is a leading agricultural biotechnology company that uses proprietary gene editing technologies to develop plant traits, which are specific genetic characteristics in the DNA of a plant’s seed. These plant traits, or characteristics, influence how a resulting plant functions and/or interacts with its environment.
Cibus’ Primary Business
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. These plant traits can be licensed to global seed companies where the licensee company will include these traits in their seed products and for that Cibus will receive an annual royalty for seed sold, usually structured as a per-acre planted royalty. This is not a new business model as many companies have developed traits that have been added to seed products and have garnered significant royalties for their developers over many years. Importantly, farmers are well acquainted with the value of these seeds with traits. Cibus’ initial focus is on productivity traits, which can be associated with improving crop yields in the face of challenges such as weeds, pests, and diseases, can address environmental challenges with an overall reduction in the use of chemicals like fungicides, insecticides, or fertilizers, or can make crops more adaptable to environmental factors such as heat and drought in the face of climate change. In the near term, Cibus’ priority pipeline program centers on Rice herbicide tolerance traits.
Priority Programs
In June of 2025, building on efficiencies from restructuring initiatives introduced in late 2024 to date, the Company announced further streamlining of its operational focus to preserve capital resources and concentrate its working capital expenditures on the commercial advancement of the Company’s weed management traits for Rice. The Company believes its Rice herbicide tolerance traits represent potential annual accessible royalties of over $200 million upon full commercialization across target markets.
Alongside its fully Company-funded Rice program, Cibus also continues to advance its bio-based fermentation biofragrance products program and its crop based sustainable ingredients work, the development of which are currently partially funded and/or supported by a consumer-packaged goods partner.
The Company anticipates that the cost reduction actions announced to date, including rationalizing human capital resources and certain non-core facilities, have the potential to reduce the Company’s annual net cash usage to approximately $30.0 million by 2026, which is expected to contribute to improved cash flow and financial stability. Cibus plans to complete the implementation of this streamlined approach and related cost reduction actions over the remainder of 2025.
Opportunity Programs
The Company retains the rights to the remainder of its productivity trait portfolio and will opportunistically pursue partner-funded projects in such traits until such time as the Company’s capital resources are sufficient to efficiently support a more robust development effort. Development activities to date, such as in-process field and greenhouse trials, will continue through completion.
Cibus’ Technologies
Cibus’ core technology is its propriety gene editing platform called the Rapid Trait Development System™ or RTDS®. It is the underlying technology for Cibus’ Trait Machine™ process, providing a standardized end-to-end, semi-automated, high-throughput gene editing system that directly edits seed companies’ elite germplasm. It is a time bound, reproducible, and predictable science-based breeding process. The RTDS can accelerate a plant breeding system, leading to a more industrialized approach to traits like herbicide tolerance (HT), which provide farmers with novel weed management solutions to increase their productivity. Over 500 patents or patents pending cover RTDS and many of the Company’s gene edited traits. The Company considers the Trait Machine process an important technological milestone that represents a breakthrough in the achievement of a standardized, high-throughput gene editing system that provides the speed, precision, and scale to develop a new class of high value productivity traits that is the promise of gene editing.
In June of 2025, building on efficiencies from restructuring initiatives introduced in late 2024 to date, the Company announced further streamlining of its operational focus to preserve capital resources and concentrate its working capital expenditures on the commercial advancement of the Company’s weed management traits for Rice. The Company believes its Rice herbicide tolerance traits represent potential annual accessible royalties of over $200 million upon full commercialization across target markets.
Alongside its fully Company-funded Rice program, Cibus also continues to advance its bio-based fermentation biofragrance products program and its crop based sustainable ingredients work, the development of which are currently partially funded and/or supported by a consumer-packaged goods partner.
The Company anticipates that the cost reduction actions announced to date, including rationalizing human capital resources and certain non-core facilities, have the potential to reduce the Company’s annual net cash usage to approximately $30.0 million by 2026, which is expected to contribute to improved cash flow and financial stability. Cibus plans to complete the implementation of this streamlined approach and related cost reduction actions over the remainder of 2025.
Opportunity Programs
The Company retains the rights to the remainder of its productivity trait portfolio and will opportunistically pursue partner-funded projects in such traits until such time as the Company’s capital resources are sufficient to efficiently support a more robust development effort. Development activities to date, such as in-process field and greenhouse trials, will continue through completion.
Cibus’ Technologies
Cibus’ core technology is its propriety gene editing platform called the Rapid Trait Development System™ or RTDS®. It is the underlying technology for Cibus’ Trait Machine™ process, providing a standardized end-to-end, semi-automated, high-throughput gene editing system that directly edits seed companies’ elite germplasm. It is a time bound, reproducible, and predictable science-based breeding process. The RTDS can accelerate a plant breeding system, leading to a more industrialized approach to traits like herbicide tolerance (HT), which provide farmers with novel weed management solutions to increase their productivity. Over 500 patents or patents pending cover RTDS and many of the Company’s gene edited traits. The Company considers the Trait Machine process an important technological milestone that represents a breakthrough in the achievement of a standardized, high-throughput gene editing system that provides the speed, precision, and scale to develop a new class of high value productivity traits that is the promise of gene editing.
Gene-edited traits are importantly distinguishable from traits developed with genetically modified organism (GMO) technologies. While GMO technologies enabled major improvements in farming productivity, they have faced regulatory and adoption headwinds because of their use of foreign DNA, or transgenic material. For example, in the European Union (EU), GMO traits were essentially banned, and imports were heavily regulated. Numerous regulatory agencies in the Americas, including the United States, Canada, and Argentina, have confirmed that Cibus’ RTDS-developed trait products are non-transgenic and are not subject to heightened GMO regulation in these markets.
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Business Developments Year to Date
The first half of 2025 has marked significant progress across Cibus' key platforms and initiatives and saw key regulatory validation of Cibus’ RTDS technologies in the United States and Ecuador. In January 2025, Cibus established production standards for its proprietary RTDS gene editing process across its Rice and Canola platforms, which the Company believes has the capability to edit and return customer elite germplasm with specific edits within 12 to 15 months. This important capability has been valuable with respect to advancing Cibus’ commercial strategies, particularly within Rice where the Company is engaging in discussions with prospective customers in geographies where Rice is cultivated globally.
In terms of Cibus’ progress within its product platforms, in January 2025, the Company successfully edited Soybean cells for its HT2 trait, achieving sufficiently high editing rates to enable expanded platform development. In March 2025, the Company announced the achievement of a milestone in its Rice platform, receiving field trial results for stacked gene edited herbicide tolerance traits, representing the first known trial utilizing stacked gene edited herbicide tolerance traits in Rice for improved weed management. In August 2025, the Company signed a new collaboration agreement with Semillano, a Colombian Rice seed company, to advance commercialization of Cibus' Rice herbicide tolerance traits in Latin America. The Company completed delivery of three Rice lines with the HT3 trait to an existing United States customer and remains on track for targeted initial commercial launches in Latin America beginning in 2027 and expanding to the United States in 2028.
Within its partner-funded and/or supported sustainable ingredients program, Cibus continues to meet development milestones and is on track for planned nominal revenues in 2025, with targeted commercial expansion planned in 2026.
Achievements within Cibus’ opportunity programs also highlight the Company’s strong pipeline of traits available for partnerships.
Achievements within Cibus’ opportunity programs also highlight the Company’s strong pipeline of traits available for partnerships.
The Company also reported development progress, having competed edits in each of four modes of action (MOA) for its Sclerotinia resistance trait in Canola and continuing ongoing field tests for three of them.
Regulatory Landscape
On the regulatory front, the Company achieved a historic milestone when the California Rice Commission's Rice Certification Committee approved Cibus' field research proposal on February 26, 2025, marking the first authorization for planting gene edited Rice in California. In April 2025, USDA-APHIS designated two of Cibus’ Canola traits as not regulated under USDA biotechnology regulations (7 CFR Part 340), including two Canola disease resistance traits. This determination with respect to Cibus’ most up-to-date RTDS technologies, as applied in these specific Canola traits, reiterated the regulatory treatment for RTDS precision gene editing technologies in the United States. In Latin America, the Company also saw a positive regulatory development in Ecuador related to Cibus’ HT1 and HT3 Rice traits in April 2025. The Ministry of Agriculture and Livestock in Ecuador determined that Cibus’ HT1 and HT3 Rice traits are equivalent to those developed through conventional breeding and subject to the same regulations as conventional seed in accordance with the provisions of the Organic Law of Agrobiodiversity, Seeds and Promotion of Sustainable Agriculture and its Regulations (LOASFAS). This determination was important since Ecuador strictly prohibits the commercial planting of transgenic (GMO) crops, reinforcing the Company’s view that the global regulatory environment is increasingly supportive of gene editing.
Regulatory Landscape
On the regulatory front, the Company achieved a historic milestone when the California Rice Commission's Rice Certification Committee approved Cibus' field research proposal on February 26, 2025, marking the first authorization for planting gene edited Rice in California. In April 2025, USDA-APHIS designated two of Cibus’ Canola traits as not regulated under USDA biotechnology regulations (7 CFR Part 340), including two Canola disease resistance traits. This determination with respect to Cibus’ most up-to-date RTDS technologies, as applied in these specific Canola traits, reiterated the regulatory treatment for RTDS precision gene editing technologies in the United States. In Latin America, the Company also saw a positive regulatory development in Ecuador related to Cibus’ HT1 and HT3 Rice traits in April 2025. The Ministry of Agriculture and Livestock in Ecuador determined that Cibus’ HT1 and HT3 Rice traits are equivalent to those developed through conventional breeding and subject to the same regulations as conventional seed in accordance with the provisions of the Organic Law of Agrobiodiversity, Seeds and Promotion of Sustainable Agriculture and its Regulations (LOASFAS). This determination was important since Ecuador strictly prohibits the commercial planting of transgenic (GMO) crops, reinforcing the Company’s view that the global regulatory environment is increasingly supportive of gene editing.
On March 14, 2025, EU member states endorsed the EU Council's (Council) negotiating mandate on the regulation of plants obtained by New Genomic Techniques (NGTs). This important advancement enables the Council to engage in 3-way discussions (known as trilogue discussions) with the EU Parliament and the European Commission to agree on the final text of the legislation to be proposed for final adoption. The Polish Member State led these discussions and made important progress before handing off to the Danish leadership on June 30, 2025. The EU legislation is important as it has the potential to open a huge market and establishes a model for trade and cultivation guidelines for many countries around the world.
Management’s Summary
In summary, 2025 to date has demonstrated clear advancement of the Company’s strategy and the transformative potential of its RTDS technology platform. Cibus’ time bound and predictable approach to trait development is continuing to resonate strongly with customers and partners alike, attracting commercial interest across its platforms. Cibus is positioned at an important inflection point in the agricultural industry with regulatory progress advancing globally, the Company’s Rice traits moving into customer germplasm, and its disease resistance program showing remarkable results.
The Company has incurred net losses since its inception. As of June 30, 2025, the Company had an accumulated deficit of $803.4 million. The Company’s net loss was $76.0 million for the six months ended June 30, 2025. 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.
January 2025 Registered Direct Offering
In January 2025, the Company (i) issued 4,340,000 shares of its Class A Common Stock and (ii) in lieu of Class A Common Stock
In summary, 2025 to date has demonstrated clear advancement of the Company’s strategy and the transformative potential of its RTDS technology platform. Cibus’ time bound and predictable approach to trait development is continuing to resonate strongly with customers and partners alike, attracting commercial interest across its platforms. Cibus is positioned at an important inflection point in the agricultural industry with regulatory progress advancing globally, the Company’s Rice traits moving into customer germplasm, and its disease resistance program showing remarkable results.
The Company has incurred net losses since its inception. As of June 30, 2025, the Company had an accumulated deficit of $803.4 million. The Company’s net loss was $76.0 million for the six months ended June 30, 2025. 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.
January 2025 Registered Direct Offering
In January 2025, the Company (i) issued 4,340,000 shares of its Class A Common Stock and (ii) in lieu of Class A Common Stock
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issued to Mr. Riggs and other investors, pre-funded warrants (2025 Pre-Funded Warrants) to purchase 4,700,000 shares of Class A Common Stock, in each case, together with an accompanying common warrant (2025 Common Warrants) to purchase up to 4,340,000 shares of Class A Common Stock and 4,700,000 shares of Class A Common Stock, respectively, in a registered direct offering (January 2025 Follow-On Offering). The combined offering price for each share of Class A Common Stock and the accompanying 2025 Common Warrant was $2.50. The combined offering price for each 2025 Pre-Funded Warrant and the accompanying 2025 Common Warrant was $2.4999. The 2025 Common Warrants have an exercise price of $2.50 per share of Class A Common Stock and became exercisable upon approval by Cibus’ stockholders on May 22, 2025. The 2025 Common Warrants are exercisable for five years following the May 22, 2025, stockholder approval, subject to beneficial ownership limitations included in the terms of such securities. The 2025 Pre-Funded Warrants were immediately exercisable upon issuance and are exercisable until fully exercised at their exercise price of $0.0001 per share of Class A Common Stock, subject to beneficial ownership limitations. The Company received net proceeds related to the January 2025 Follow-On Offering of approximately $21.4 million after deducting approximately $1.2 million for placement agent commissions and other offering expenses payable by the Company. During the six months ended June 30, 2025, 4,300,000 2025 Pre-Funded Warrants were exercised.
Certain investors in the January 2025 Follow-On Offering were, at the time of that offering, holders of outstanding 2024 Common Warrants to purchase up to 1,198,040 shares of Class A Common Stock. The exercise price for the 2024 Common Warrants initially was $10.00 per share (or $10.07 per share, in the case of 2024 Common Warrants issued to Mr. Riggs). Concurrent with the January 2025 Follow-On Offering, the Company agreed to contractual amendments with those certain investors (Warrant Amendment Agreement) to (i) reduce the exercise price of those 2024 Common Warrants to $2.50 per share, (ii) reduce the threshold for satisfaction of the trading condition in respect of the redemption provisions from $20.00 per share to $5.00 per share as well as adding a redemption notice of 30 days, and (iii) extend the termination date of those 2024 Common Warrants held by those certain investors to five years following the closings of the January 2025 Follow-On Offering. The Warrant Amendment Agreement with respect to Mr. Riggs, was conditioned on, and was not effective until, the trading day after the Company obtained the requisite approval from its stockholders, which occurred on May 22, 2025.
Resignation of Executive Officer
On February 24, 2025, Rory Riggs resigned as the Chief Executive Officer of the Company. Mr. Riggs continues to serve as a director. Pursuant to the Company’s succession planning strategy, Peter Beetham, the Company’s President and Chief Operating Officer, was appointed as Interim Chief Executive Officer while the Company’s Board of Directors initiates a search for the Company’s next Chief Executive Officer.
June 2025 SEC-Registered Public Offering
In June 2025, the Company issued 15,714,285 shares of its Class A Common Stock including 5,714,286 shares issued to Mr. Riggs (June 2025 Follow-On Offering). The offering price for each share of Class A Common Stock was $1.75. The Company received net proceeds related to the June 2025 Follow-On Offering of approximately $25.0 million after deducting approximately $2.5 million for placement agent commissions and other offering expenses payable by the Company.
Certain investors in the January 2025 Follow-On Offering were, at the time of that offering, holders of outstanding 2024 Common Warrants to purchase up to 1,198,040 shares of Class A Common Stock. The exercise price for the 2024 Common Warrants initially was $10.00 per share (or $10.07 per share, in the case of 2024 Common Warrants issued to Mr. Riggs). Concurrent with the January 2025 Follow-On Offering, the Company agreed to contractual amendments with those certain investors (Warrant Amendment Agreement) to (i) reduce the exercise price of those 2024 Common Warrants to $2.50 per share, (ii) reduce the threshold for satisfaction of the trading condition in respect of the redemption provisions from $20.00 per share to $5.00 per share as well as adding a redemption notice of 30 days, and (iii) extend the termination date of those 2024 Common Warrants held by those certain investors to five years following the closings of the January 2025 Follow-On Offering. The Warrant Amendment Agreement with respect to Mr. Riggs, was conditioned on, and was not effective until, the trading day after the Company obtained the requisite approval from its stockholders, which occurred on May 22, 2025.
Resignation of Executive Officer
On February 24, 2025, Rory Riggs resigned as the Chief Executive Officer of the Company. Mr. Riggs continues to serve as a director. Pursuant to the Company’s succession planning strategy, Peter Beetham, the Company’s President and Chief Operating Officer, was appointed as Interim Chief Executive Officer while the Company’s Board of Directors initiates a search for the Company’s next Chief Executive Officer.
June 2025 SEC-Registered Public Offering
In June 2025, the Company issued 15,714,285 shares of its Class A Common Stock including 5,714,286 shares issued to Mr. Riggs (June 2025 Follow-On Offering). The offering price for each share of Class A Common Stock was $1.75. The Company received net proceeds related to the June 2025 Follow-On Offering of approximately $25.0 million after deducting approximately $2.5 million for placement agent commissions and other offering expenses payable by the Company.
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RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2025, COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2024
A summary of the Company’s results of operations for the three months ended June 30, 2025, and 2024 follows:
Three Months Ended June 30, | |||||||||||||||||||||||
| In Thousands, except per share and percentage values | 2025 | 2024 | $ Change | % Change | |||||||||||||||||||
| Revenue | $ | 933 | $ | 838 | $ | 95 | 11 | % | |||||||||||||||
| Research and development | 12,228 | 12,993 | (765) | (6) | % | ||||||||||||||||||
| Selling, general, and administrative | 6,651 | 9,327 | (2,676) | (29) | % | ||||||||||||||||||
| Loss from operations | (17,946) | (21,482) | 3,536 | 16 | % | ||||||||||||||||||
| Royalty liability interest expense - related parties | (8,668) | (8,749) | 81 | 1 | % | ||||||||||||||||||
| Other interest income, net | 106 | 169 | (63) | (37) | % | ||||||||||||||||||
| Non-operating (expense) income, net | (23) | 1,580 | (1,603) | (101) | % | ||||||||||||||||||
| Loss before income taxes | (26,531) | (28,482) | 1,951 | 7 | % | ||||||||||||||||||
| Income tax (expense) benefit | (27) | 4 | (31) | (775) | % | ||||||||||||||||||
| Net loss | $ | (26,558) | $ | (28,478) | $ | 1,920 | 7 | % | |||||||||||||||
| Net loss attributable to noncontrolling interest and redeemable noncontrolling interest | (1,186) | (3,595) | 2,409 | 67 | % | ||||||||||||||||||
| Net loss attributable to Cibus, Inc. stockholders | $ | (25,372) | $ | (24,883) | $ | (489) | (2) | % | |||||||||||||||
| Basic and diluted net loss per share of Class A common stock | $ | (0.61) | $ | (1.14) | $ | 0.53 | 46 | % | |||||||||||||||
Revenue
Revenue was $0.9 million in the second quarter of 2025, an increase of $0.1 million from the second quarter of 2024. The increase was driven by amounts earned from collaboration agreements related to contract research for Rice and Sustainable Ingredients.
Research and Development Expense
R&D expense was $12.2 million in the second quarter of 2025, a decrease of $0.8 million from the second quarter of 2024. The decrease was primarily due to cost reduction initiatives.
Selling, General, and Administrative Expense
SG&A expense was $6.6 million in the second quarter of 2025, a decrease of $2.7 million from the second quarter of 2024. The decrease was primarily due to cost reduction initiatives.
Royalty Liability Interest Expense - Related Parties
Royalty liability interest expense - related parties was $8.7 million in the second quarter of 2025, a decrease of $0.1 million from the second quarter of 2024. The small decrease is driven by the recognition of interest expense on the Royalty Liability and is consistent with the prior year.
Other Interest Income, net
Other interest income, net was $0.1 million in the second quarter of 2025, a decrease of $0.1 million from the second quarter of 2024. The decrease was driven by lower cash balances.
Non-Operating (Expense) Income, net
Non-operating (expense) income, net was nominal in the second quarter of 2025, a decrease in income of $1.6 million from the second quarter of 2024. The decrease in income was driven by the fair value adjustment of Common Warrants (as defined in Note 1 to the accompanying condensed consolidated financial statements).
Net Loss Attributable to Noncontrolling Interest and Redeemable Noncontrolling Interest
Net loss attributable to noncontrolling interest and redeemable noncontrolling interest was $1.2 million in second quarter of 2025, a decrease in net loss attributable to noncontrolling interest and redeemable noncontrolling interest of $2.4 million, from the second quarter of 2024. The decrease in net loss attributable to noncontrolling interest and redeemable noncontrolling interest is a result of less Up-C Units, as the amount for the period is based on the percentage of Cibus Global that is not owned by Cibus, Inc.
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RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2025, COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2024
A summary of the Company’s results of operations for the six months ended June 30, 2025, and 2024 follows:
Six Months Ended June 30, | |||||||||||||||||||||||
| In Thousands, except per share and percentage values | 2025 | 2024 | $ Change | % Change | |||||||||||||||||||
| Revenue | $ | 1,967 | $ | 1,383 | $ | 584 | 42 | % | |||||||||||||||
| Research and development | 24,027 | 25,006 | (979) | (4) | % | ||||||||||||||||||
| Selling, general, and administrative | 16,507 | 16,312 | 195 | 1 | % | ||||||||||||||||||
| Goodwill impairment | 20,950 | — | 20,950 | NM | |||||||||||||||||||
| Loss from operations | (59,517) | (39,935) | (19,582) | (49) | % | ||||||||||||||||||
| Royalty liability interest expense - related parties | (17,045) | (17,078) | 33 | — | % | ||||||||||||||||||
| Other interest income, net | 225 | 362 | (137) | (38) | % | ||||||||||||||||||
Non-operating income, net | 416 | 1,211 | (795) | (66) | % | ||||||||||||||||||
| Loss before income taxes | (75,921) | (55,440) | (20,481) | (37) | % | ||||||||||||||||||
Income tax expense | (29) | (10) | (19) | (190) | % | ||||||||||||||||||
| Net loss | $ | (75,950) | $ | (55,450) | $ | (20,500) | (37) | % | |||||||||||||||
| Net loss attributable to noncontrolling interest and redeemable noncontrolling interest | (3,692) | (7,132) | 3,440 | 48 | % | ||||||||||||||||||
| Net loss attributable to Cibus, Inc. stockholders | $ | (72,258) | $ | (48,318) | $ | (23,940) | (50) | % | |||||||||||||||
| Basic and diluted net loss per share of Class A common stock | $ | (1.88) | $ | (2.26) | $ | 0.38 | 17 | % | |||||||||||||||
Revenue
Revenue was $2.0 million in the first six months of 2025, an increase of $0.6 million from the first six months of 2024. The increase was driven by amounts earned from collaboration agreements related to contract research for Rice and Sustainable Ingredients.
Research and Development Expense
R&D expense was $24.0 million in the first six months of 2025, a decrease of $1.0 million from the first six months of 2024. The decrease was primarily due to cost reduction initiatives.
Selling, General, and Administrative Expense
SG&A expense was $16.5 million in the first six months of 2025, an increase of $0.2 million from the first six months of 2024. The increase was primarily due to a $3.0 million estimated litigation liability (see Note 8 for further details) partially offset by a decrease due to cost reduction initiatives.
Goodwill Impairment
Goodwill impairment was $21.0 million in the first six months of 2025, an increase of $21.0 million from the first six months of 2024. The increase was due to the impairment of goodwill resulting from a fair value assessment, based on the decline of the Company’s stock price, performed in the first quarter of 2025 versus no impairment in the first six months of 2024.
Royalty Liability Interest Expense - Related Parties
Royalty liability interest expense - related parties was $17.0 million in the first six months of 2025, a nominal decrease from the first six months of 2024. The nominal decrease is driven by the recognition of interest expense on the Royalty Liability.
Other Interest Income, net
Other interest income, net was $0.2 million in the first six months of 2025, a decrease of $0.1 million from the first six months of 2024. The decrease was driven by lower cash balances.
Non-Operating Income, net
Non-operating income, net was income of $0.4 million in the first six months of 2025, a decrease of $0.8 million from the first six
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months of 2024. The decrease was driven by the fair value adjustment of Common Warrants (as defined in Note 1 to the accompanying condensed consolidated financial statements).
Net Loss Attributable to Noncontrolling Interest and Redeemable Noncontrolling Interest
Net loss attributable to noncontrolling interest and redeemable noncontrolling interest was $3.7 million in the first six months of 2025, a decrease in net loss attributable to noncontrolling interest and redeemable noncontrolling interest of $3.4 million from the first six months of 2024. The decrease in net loss attributable to noncontrolling interest and redeemable noncontrolling interest is a result of less Up-C Units, as the amount for the period is based on the percentage of Cibus Global that is not owned by Cibus, Inc.
Net Loss Attributable to Noncontrolling Interest and Redeemable Noncontrolling Interest
Net loss attributable to noncontrolling interest and redeemable noncontrolling interest was $3.7 million in the first six months of 2025, a decrease in net loss attributable to noncontrolling interest and redeemable noncontrolling interest of $3.4 million from the first six months of 2024. The decrease in net loss attributable to noncontrolling interest and redeemable noncontrolling interest is a result of less Up-C Units, as the amount for the period is based on the percentage of Cibus Global that is not owned by Cibus, Inc.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity
The Company’s primary source of liquidity is its cash and cash equivalents, with additional capital resources accessible from the capital markets, subject to market conditions and other factors, including limitations that may apply to the Company under applicable Nasdaq regulations.
The Company’s liquidity funds its non-discretionary cash requirements and its discretionary spending. The Company has contractual obligations related to recurring business operations, primarily related to lease payments for its corporate and laboratory facilities. The Company’s principal discretionary cash spending is for salaries, capital expenditures, short-term working capital payments, and professional and other transaction-related expenses incurred as the Company pursues additional financing. Until the Company is able to obtain additional public or private financing, it currently expects to satisfy its near-term requirements with existing cash on hand and potential proceeds raised from the ATM Facility.
As of June 30, 2025, the Company had $36.5 million of cash and cash equivalents. Current liabilities were $22.4 million as of June 30, 2025. The Company incurred a net loss of $76.0 million for the six months ended June 30, 2025. As of June 30, 2025, the Company had an accumulated deficit of $803.4 million and expects to continue to incur losses in the future.
Liquidity
The Company’s primary source of liquidity is its cash and cash equivalents, with additional capital resources accessible from the capital markets, subject to market conditions and other factors, including limitations that may apply to the Company under applicable Nasdaq regulations.
The Company’s liquidity funds its non-discretionary cash requirements and its discretionary spending. The Company has contractual obligations related to recurring business operations, primarily related to lease payments for its corporate and laboratory facilities. The Company’s principal discretionary cash spending is for salaries, capital expenditures, short-term working capital payments, and professional and other transaction-related expenses incurred as the Company pursues additional financing. Until the Company is able to obtain additional public or private financing, it currently expects to satisfy its near-term requirements with existing cash on hand and potential proceeds raised from the ATM Facility.
As of June 30, 2025, the Company had $36.5 million of cash and cash equivalents. Current liabilities were $22.4 million as of June 30, 2025. The Company incurred a net loss of $76.0 million for the six months ended June 30, 2025. As of June 30, 2025, the Company had an accumulated deficit of $803.4 million and expects to continue to incur losses in the future.
Cash Flows from Operating Activities
| Six Months Ended June 30, | ||||||||||||||||||||||||||
| In Thousands, except percentage values | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||
| Net loss | $ | (75,950) | $ | (55,450) | $ | (20,500) | (37) | % | ||||||||||||||||||
| Royalty liability interest expense - related parties | 17,045 | 17,078 | (33) | — | % | |||||||||||||||||||||
| Goodwill impairment | 20,950 | — | 20,950 | NM | ||||||||||||||||||||||
| Depreciation and amortization | 3,209 | 3,554 | (345) | (10) | % | |||||||||||||||||||||
| Stock-based compensation | 4,477 | 5,343 | (866) | (16) | % | |||||||||||||||||||||
| Loss on disposal of assets | 80 | — | 80 | NM | ||||||||||||||||||||||
| Change in fair value of liability classified Class A common stock warrants | (455) | (1,190) | 735 | 62 | % | |||||||||||||||||||||
| Other | 49 | (28) | 77 | 275 | % | |||||||||||||||||||||
| Changes in operating assets and liabilities | 5,164 | 165 | 4,999 | 3,030 | % | |||||||||||||||||||||
| Net cash used in operating activities | $ | (25,431) | $ | (30,528) | $ | 5,097 | 17 | % | ||||||||||||||||||
NM – not meaningful
Net cash used in operating activities was $25.4 million in the first six months of 2025, a decrease in cash used of $5.1 million from the first six months of 2024. The decrease in cash used was primarily due to an increase of $5.0 million from the changes in operating assets and liabilities, which is a result of $3.0 million in higher accrued expenses balances, $1.1 million related to the rent free period of the San Diego, CA headquarters lease, and $0.6 million in lower accounts receivable balances.
The Company expects cash used in operating activities in 2025 to be lower than 2024 driven by the Restructuring Initiative (defined below under the heading Operating Capital Requirements).
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Cash Flows from Investing Activities
| Six Months Ended June 30, | ||||||||||||||||||||||||||
| In Thousands, except percentage values | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||
| Purchases of property, plant, and equipment | (384) | (397) | 13 | 3 | % | |||||||||||||||||||||
| Net cash used in investing activities | $ | (384) | $ | (397) | $ | 13 | 3 | % | ||||||||||||||||||
Net cash used in investing activities was $0.4 million in the first six months of 2025, a nominal decrease from the first six months of 2024. The decrease in cash used was driven by a decrease in purchases of property, plant, and equipment from the prior year.
The Company expects cash used in investing activities in 2025 to be similar to 2024 driven by the Company’s focus to preserve capital resources for the advancement of its streamlined priority objectives.
Cash Flows from Financing Activities
Cash Flows from Financing Activities
| Six Months Ended June 30, | ||||||||||||||||||||||||||
| In Thousands, except percentage values | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||
| Proceeds from issuances of securities | $ | 50,100 | $ | 30,256 | $ | 19,844 | 66 | % | ||||||||||||||||||
| Costs incurred related to issuances of securities | (1,951) | (1,130) | (821) | (73) | % | |||||||||||||||||||||
| Payment of taxes related to restricted stock units withheld from employees | (39) | (214) | 175 | 82 | % | |||||||||||||||||||||
| Repayments of financing lease obligations | — | (60) | 60 | 100 | % | |||||||||||||||||||||
| Repayments of notes payable | (279) | (600) | 321 | 54 | % | |||||||||||||||||||||
| Net cash provided by financing activities | $ | 47,831 | $ | 28,252 | $ | 19,579 | 69 | % | ||||||||||||||||||
Net cash provided by financing activities was $47.8 million in the first six months of 2025, an increase of $19.6 million from the first six months of 2024. The increase was primarily due to an increase of $19.0 million of net proceeds from additional capital raised in 2025, a reduction in repayments of notes payable of $0.3 million, and a reduction in payments of taxes related to vested restricted stock units of $0.2 million.
Subject to market conditions, the Company expects cash provided by financing activities in 2025 to be higher than 2024 driven by the need to raise capital to fulfill the Company’s anticipated spending in 2025 and beyond.
Capital Resources
The Company’s primary source of liquidity is its cash and cash equivalents, with additional capital resources accessible, subject to market conditions and other factors, including limitations that may apply to the Company under applicable Nasdaq and SEC regulations, from the capital markets, including through stock offerings of common stock or other securities, which may be implemented pursuant to the Company’s effective registration statement on Form S-3.
During the six months ended June 30, 2025, the Company did not issue any shares of Class A Common Stock from the ATM Facility.
Operating Capital Requirements
The Company has incurred losses since its inception and its net loss was $76.0 million for the six months ended June 30, 2025, and it used $25.4 million of cash in operating activities for the six months ended June 30, 2025.
As of June 30, 2025, the Company had $36.5 million of cash and cash equivalents. Current liabilities were $22.4 million as of June 30, 2025.
In the fourth quarter of 2024, Cibus announced a restructuring initiative (Restructuring Initiative), which included a reduction in its workforce. The Restructuring Initiative instituted cost reduction actions designed to preserve capital resources for the advancement of its streamlined priority objectives, which initiatives include reductions in expenditures for consultants and other third-party service providers, organizational restructuring and related talent optimization, and streamlining of rent and facility expenses, including the non-renewal of the lease for the Company’s trait development facility for editing plants in San Diego, California upon expiration in August 2025.
The Company has incurred losses since its inception and its net loss was $76.0 million for the six months ended June 30, 2025, and it used $25.4 million of cash in operating activities for the six months ended June 30, 2025.
As of June 30, 2025, the Company had $36.5 million of cash and cash equivalents. Current liabilities were $22.4 million as of June 30, 2025.
In the fourth quarter of 2024, Cibus announced a restructuring initiative (Restructuring Initiative), which included a reduction in its workforce. The Restructuring Initiative instituted cost reduction actions designed to preserve capital resources for the advancement of its streamlined priority objectives, which initiatives include reductions in expenditures for consultants and other third-party service providers, organizational restructuring and related talent optimization, and streamlining of rent and facility expenses, including the non-renewal of the lease for the Company’s trait development facility for editing plants in San Diego, California upon expiration in August 2025.
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In June of 2025, building on efficiencies introduced through the Restructuring Initiative to date, the Company announced further streamlining of its operational focus to preserve capital resources and concentrate its working capital expenditures on the commercial advancement of the Company’s weed management traits for Rice. The Company anticipates that contemplated cost reduction actions, including rationalizing human capital resources and certain non-core facilities, have the potential to reduce the Company’s annual net cash burn to approximately $30.0 million by 2026, which is expected to contribute to improved cash flow and financial stability.
The Company has incurred losses since its inception and anticipates that it will continue to generate losses for the next several years. Over the longer term and until the Company can generate cash flows sufficient to support its operating capital requirements, it 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 trait R&D collaboration 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, 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.
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.
The Company’s ability to continue as a going concern will depend on its ability to obtain additional public or private equity or debt financing (including through the continued availability of the ATM Facility), obtain government or private grants and other similar types of funding, attain further operating efficiencies, reduce or contain expenditures, and, ultimately, to generate revenue. The Company believes that its cash and cash equivalents as of June 30, 2025, 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 report and without giving effect to potential financing transactions Cibus is pursuing, Cibus expects that existing cash and cash equivalents is sufficient to fund planned operating expenses and capital expenditure requirements into the second quarter of 2026. 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. For example, the recent decision of the Ninth Circuit Court of Appeals, as described under “Contractual Obligations, Commitments, and Contingencies,” resulted in an unplanned current liability in the amount of $3.0 million. Any such unexpected uses of cash resources necessarily shorten the Company’s cash runway, as projected without taking into account such matters. In addition, changes in market conditions, including market volatility arising out of dynamic and shifting global trade policies, may reduce the Company’s opportunities to raise additional capital, including through the ATM Facility.
The Company will need to raise additional capital to support its business plans to continue as a going concern within one year after the date that the accompanying condensed consolidated financial statements are issued. If the Company is unable to raise additional capital in a sufficient amount or on acceptable terms in the near term, the Company may have to implement additional, more stringent cost reduction measures to manage liquidity, and the Company may have to significantly delay, scale back, or cease operations, in part or in full. If the Company raises additional funds through the issuance of additional debt or equity securities, including as part of a strategic alternative, it could result in substantial dilution to its existing stockholders and increased fixed payment obligations, and these securities may have rights senior to those of the Company’s shares of common stock. These factors raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date of issuance of the accompanying condensed consolidated financial statements. 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
From time-to-time, the Company may be involved in legal proceedings arising in the ordinary course of business.
The Company is not a party to any material pending legal proceedings as of June 30, 2025. Notwithstanding the foregoing, based on an unexpected decision from the Ninth Circuit Court of Appeals, the Company has accrued an estimate of $3.0 million for litigation liability. This amount represents a potential repayment of insurance coverage proceeds previously awarded to the Company. The Company continues to evaluate its options in respect of the Ninth Circuit’s decision.
From time-to-time, the Company may be involved in legal proceedings arising in the ordinary course of business.
The Company is not a party to any material pending legal proceedings as of June 30, 2025. Notwithstanding the foregoing, based on an unexpected decision from the Ninth Circuit Court of Appeals, the Company has accrued an estimate of $3.0 million for litigation liability. This amount represents a potential repayment of insurance coverage proceeds previously awarded to the Company. The Company continues to evaluate its options in respect of the Ninth Circuit’s decision.
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preceding discussion and analysis of the Company’s financial condition and results of operations are based upon its condensed consolidated financial statements and the related disclosures, which have been prepared in accordance with United States GAAP. The preparation of these condensed consolidated financial statements requires the Company to make estimates, assumptions, and judgments that affect the reported amounts in its condensed consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company believes the policies discussed in Note 1, Nature of Business & Summary of Significant Accounting Policies, are the most critical to an understanding of its financial condition and results of operations because they require it to make estimates, assumptions, and judgments about matters that are inherently uncertain.
As of June 30, 2025, there were no material changes in the Company's critical accounting policies and estimates as disclosed in its Annual Report.
Item 4. Controls and Procedures.
Management’s Evaluation of Disclosure Controls and Procedures
Based on an evaluation under the supervision and with the participation of the Company’s management, its principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, were effective as of June 30, 2025.
Changes in Internal Control over Financial Reporting
No changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
No changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is not a party to any material pending legal proceedings as of June 30, 2025. From time-to-time, the Company may be involved in legal proceedings arising in the ordinary course of business.
Item 1A. Risk Factors
Other than the supplemental risk factor provided below, there have been no material changes in risk factors from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 20, 2025.
The Company’s Streamlined Business Focus may result in operational and strategic challenges.
As described above under “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview and Business Update,” the Company has decided to streamline its business focus on advancing weed management in Rice and its partner-funded and/or supported sustainable ingredients program.
Cost reduction actions associated with this streamlined focus, including rationalization of human capital resources and certain non-core facilities, may result in the loss of institutional knowledge and expertise, may adversely affect operations and yield unintended consequences, such as unplanned attrition and reduced employee morale. The Company’s ability to successfully execute on its strategy depends on retaining key remaining personnel, and unanticipated attrition, which may occur on short notice, could potentially harm the Company’s business and operations. As a result, Cibus’ management may need to divert attention away from day-to-day strategic and operational activities and devote additional time to managing organizational changes. Moreover, the Company is in the process of planning cost reduction actions and there can be no assurance that the Company will be able to achieve its stated cash burn target in a timely manner, or at all, or that such changes will result in improved cash flow and financial stability.
The Company’s decision to streamline its business focus on weed management in Rice and partner-funded and/or supported sustainable ingredients program reflects management assumptions and estimates regarding the demand for end-products containing Cibus licensed intellectual property, the existence or non-existence of products being simultaneously developed by competitors, global and regional agricultural and macro-economic conditions, and potential market penetration and obsolescence, whether planned or unplanned. There can be no assurance that such management assumptions are correct, and any failure to realize such demand forecasts for Cibus’ products or downstream products containing Cibus’ intellectual property could have a material adverse effect on Cibus’ business, results of operations, and financial condition.
Other than the supplemental risk factor provided below, there have been no material changes in risk factors from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 20, 2025.
The Company’s Streamlined Business Focus may result in operational and strategic challenges.
As described above under “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview and Business Update,” the Company has decided to streamline its business focus on advancing weed management in Rice and its partner-funded and/or supported sustainable ingredients program.
Cost reduction actions associated with this streamlined focus, including rationalization of human capital resources and certain non-core facilities, may result in the loss of institutional knowledge and expertise, may adversely affect operations and yield unintended consequences, such as unplanned attrition and reduced employee morale. The Company’s ability to successfully execute on its strategy depends on retaining key remaining personnel, and unanticipated attrition, which may occur on short notice, could potentially harm the Company’s business and operations. As a result, Cibus’ management may need to divert attention away from day-to-day strategic and operational activities and devote additional time to managing organizational changes. Moreover, the Company is in the process of planning cost reduction actions and there can be no assurance that the Company will be able to achieve its stated cash burn target in a timely manner, or at all, or that such changes will result in improved cash flow and financial stability.
The Company’s decision to streamline its business focus on weed management in Rice and partner-funded and/or supported sustainable ingredients program reflects management assumptions and estimates regarding the demand for end-products containing Cibus licensed intellectual property, the existence or non-existence of products being simultaneously developed by competitors, global and regional agricultural and macro-economic conditions, and potential market penetration and obsolescence, whether planned or unplanned. There can be no assurance that such management assumptions are correct, and any failure to realize such demand forecasts for Cibus’ products or downstream products containing Cibus’ intellectual property could have a material adverse effect on Cibus’ business, results of operations, and financial condition.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
During the period covered by this Quarterly Report on Form 10-Q, the Company did not issue any unregistered equity securities.
Issuer Purchases of Equity Securities
The Company did not repurchase any shares of Class A Common Stock or Class B Common Stock during the period covered by this Quarterly Report on Form 10-Q. During the six months ended June 30, 2025, 13,350 shares of Class A Common Stock were withheld for net share settlement resulting from restricted stock unit award vesting.
Unregistered Sales of Equity Securities
During the period covered by this Quarterly Report on Form 10-Q, the Company did not issue any unregistered equity securities.
Issuer Purchases of Equity Securities
The Company did not repurchase any shares of Class A Common Stock or Class B Common Stock during the period covered by this Quarterly Report on Form 10-Q. During the six months ended June 30, 2025, 13,350 shares of Class A Common Stock were withheld for net share settlement resulting from restricted stock unit award vesting.
Item 5. Other Information.
During the Company’s fiscal quarter ended June 30, 2025, none of the Company’s directors or officersadopted terminated
On August 6, 2025, the Company’s Board of Directors appointed Mark Finn as its Chairman effective immediately.
During the Company’s fiscal quarter ended June 30, 2025, none of the Company’s directors or officers
On August 6, 2025, the Company’s Board of Directors appointed Mark Finn as its Chairman effective immediately.
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Item 6. Exhibits.
(a)Index of Exhibits
Exhibit Number | Description | |||||||
| 2.1 | Agreement and Plan of Merger, dated January 13, 2023, by and among Cibus, Inc. (f/k/a Calyxt, Inc.), Calypso Merger Subsidiary, LLC, Cibus Global, LLC and the other parties thereto (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 17, 2023). | |||||||
| 2.2 | First Amendment to Agreement and Plan of Merger, dated as of April 14, 2023, by and among Cibus, Inc. (f/k/a Calyxt, Inc.) and Cibus Global, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 14, 2023) | |||||||
| 3.1 | Second Amended and Restated Certificate of Incorporation of Cibus, Inc., dated May 31, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 1, 2023) | |||||||
| 3.2 | Amended and Restated Bylaws of Cibus, Inc., dated May 31, 2023 (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on June 1, 2023) | |||||||
| 10.1 | Form of Securities Purchase Agreement, dated as of June 5, 2025, between Cibus, Inc. and the Purchasers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 6, 2025) | |||||||
| 10.2 | Cibus, Inc. 2025 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 27, 2025) | |||||||
31.1* | Certification of the Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act | |||||||
| 31.2* | Certification of the Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act | |||||||
32.1* | Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
| 101.INS* | Inline XBRL Instance Document | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104* | The cover page for the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, has been formatted in Inline XBRL (contained in Exhibit 101) | |||||||
_______________________________________
* Filed herewith
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SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 14, 2025.
| CIBUS, INC. | |||||||||||
| By: | /s/ Peter Beetham | ||||||||||
| Name: | Peter Beetham | ||||||||||
| Title: | Interim Chief Executive Officer (Principal Executive Officer) | ||||||||||
| By: | /s/ Cornelis (Carlo) Broos | ||||||||||
| Name: | Cornelis (Carlo) Broos | ||||||||||
| Title: | Interim Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||||||
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FAQ
What was Cibus (CBUS) net loss for the six months ended June 30, 2025?
Cibus reported a $76.0 million net loss for the six months ended June 30, 2025.
How much cash did Cibus have and what was its cash burn in H1 2025?
As of June 30, 2025, Cibus had $36.5 million in cash and used $25.4 million of cash in operating activities in the six-month period.
Does Cibus face going concern risk in its 10-Q?
Yes. Management stated there is substantial doubt about the companys ability to continue as a going concern without raising additional capital within one year.
What steps has Cibus taken to reduce costs?
Cibus initiated a restructuring in Q4 2024, streamlined operations in June 2025 to focus on Rice traits, reduced facility expenses, and targets annual net cash usage of about $30.0 million by 2026.
What regulatory milestones did Cibus achieve in 2025?
Notable 2025 milestones include California approval for gene-edited rice field research and USDA-APHIS determinations that two Canola traits are not regulated under current U.S. biotechnology rules; Ecuador also determined certain rice traits are equivalent to conventional breeding.
How much did Cibus raise from the January and June 2025 offerings?
The company received net proceeds of approximately $21.4 million in January 2025 and $25.0 million in June 2025, after fees and offering expenses.
CIBUS INC
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Aug 14, 2025
[SCHEDULE 13G/A] Cibus, Inc. SEC Filing
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[8-K] Cibus, Inc. Reports Material Event
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[8-K] Cibus, Inc. Reports Material Event