Cibus, Inc.
For the period ended Mar 31, 2025. Filed May 8, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 8, 2025
CBUS$1.18+3.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-07.
0001628280-24-046341
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-08.
0001628280-25-023866
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 105 previous paragraphs and 75 current paragraphs.
26 unchanged; 23 reworded; 24 added; 47 removed; 9 previous and 2 current paragraphs rearranged.
Tables are not compared: 5 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (24)
Current report
The first quarter of 2025 has marked significant progress across Cibus' key platforms and initiatives and saw key regulatory validation of Cibus’RTDS technology 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 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. Concurrently, this has attracted attention for prospective customers interested in disease tolerance traits in both Canola and Soybean.
Current report
In terms of Cibus’ progress within its product platforms, 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. The Company also reported development progress, having completed edits in each of four modes of action (MOA) for its Sclerotinia resistance trait in Canola and continuing ongoing field tests for two of them.
Current report
Within its sustainable ingredients program, Cibus advanced its bio-based fermentation biofragrance products supporting the Company’s goal of entering into commercialization agreements with consumer-packaged goods partners.
Current report
In January 2025, the Company successfully edited Soybean cells for its HT2 trait, achieving sufficiently high editing rates to enable expanded platform development. The Company continues to work diligently toward a fully operational Soybean platform.
Current report
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.
Current report
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
Current report
28 - discussions) with the EU Parliament and the European Commission to agree on the final text of the legislation to be proposed for final adoption.
Current report
In summary, the first quarter of 2025 has demonstrated clear validation of the Company’s commercial strategy and the transformative potential of its RTDS technology platform. Cibus’ time bound and predictable approach to trait development is resonating strongly with customers and partners alike, attracting significant commercial interest across its Rice, Canola, and Soybean 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.
Current report
Certain investors in the January 2025 Follow-On Offering are 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 one of the Company’s then executive officers). 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 one of the Company’s then executive officers, is conditioned on, and will not be effective until, the trading day after the Company obtains the requisite approval from its stockholders with respect to those 2024 Common Warrants held by one of the Company’s then executive officers.
Current report
Resignation of Executive Officer
Current report
On February 24, 2025, Rory Riggs resigned as the Chief Executive Officer of the Company. Mr. Riggs continues to serve as a director and Chairman of the Board of Directors. 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.
Current report
NM – not meaningful
Current report
R&D expense was $11.8 million in the first quarter of 2025, a decrease of $0.2 million from the first quarter of 2024. The decrease was primarily due to cost reduction initiatives.
Current report
SG&A expense was $9.9 million in the first quarter of 2025, an increase of $2.9 million from the first quarter 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.
Current report
Net Loss Attributable to Noncontrolling Interest and Redeemable Noncontrolling Interest
Current report
The Company has an effective shelf registration on Form S-3 on file with the SEC; however, amounts available under the shelf registration statement, including pursuant to the ATM Facility, are significantly limited because the Company’s public float is less than $75,000,000. Subject to Instruction I.B.6 to Form S-3, which is referred to as the “baby shelf” rules, for so long as the Company’s public float is less than $75,000,000, it may not use the Form S-3 to sell more than the equivalent of one-third of its public float during any 12 consecutive months pursuant to the baby shelf rules.
Current report
NM – not meaningful
Current report
Net cash used by operating activities was $11.8 million in the first three months of 2025, a decrease in cash used of $1.7 million from the first three months of 2024. The decrease in cash used was primarily due to $0.7 million related to the rent free period of the San Diego, CA headquarters lease, $0.2 million in lower accounts receivable balances, and a $0.7 million decrease in cash expenses within net loss, primarily the result of cost reduction initiatives.
Current report
The Company expects cash used by operating activities in 2025 to be lower than 2024 driven by the Restructuring Initiative (defined below under the heading Operating Capital Requirements).
Current report
Net cash used by investing activities was $0.3 million in the first three months of 2025, an increase in cash used of $0.1 million from the first three months of 2024. The increase in cash used was driven by an increase from purchases of property, plant, and equipment from the prior year.
Current report
The Company expects cash used by 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.
Current report
During the three months ended March 31, 2025, the Company did not issue any shares of Class A Common Stock from the ATM Facility.
Current report
From time-to-time, the Company may be involved in legal proceedings arising in the ordinary course of business.
Current report
The Company is not a party to any material pending legal proceedings as of March 31, 2025. Notwithstanding the foregoing, based on an unexpected recent 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.
Removed paragraphs (47)
Previous report
In addition to Cibus' pipeline of five productivity traits, Cibus is developing, through a partner-funded project, sustainable ingredients or materials for the consumer packaged goods industry that do not negatively impact the environment during production, use, or disposal.
Previous report
Cibus believes that its RTDS technologies and Trait Machine process represent a paradigm shift in plant breeding: the ability to materially change the productivity of the breeding process that currently averages more than a decade with a scientifically based process whose trait products are indistinguishable from traits developed through conventional plant breeding and that are regulated as such. The Trait Machine process materially changes not only the speed and scale of the breeding process, but it also exponentially changes the range of possible genetic solutions from breeding and with it, the capability to develop desired characteristics or traits needed for greater farming sustainability and food security.
Previous report
Cibus is a leader in the gene editing era—an industry characterized by high-throughput gene editing processes serving as extensions of plant breeding operations for seed company customers. Cibus is the leader in this vision. Cibus and its Trait Machine process do not compete with seed companies’ breeding operations, they augment them. Cibus provides complex traits that it edits in the elite germplasm of its customers for commercialization. Its role is to improve the efficiency and effectiveness of developing the complex traits needed to address farming’s most pressing productivity challenges. Importantly, Cibus and its Trait Machine process provides the ability to efficiently gene edit these complex traits directly into elite germplasm of any of the major crops with a new speed, precision, and scale.
Previous report
Cibus believes that this is the Future of Breeding™. Cibus believes that its gene editing technologies and trait products have the potential to accelerate agriculture’s jump to a climate smart, more sustainable, crop production system and industry’s move to sustainable, natural, and low carbon materials or ingredients.
Previous report
The Company believes that a measure of the success of its RTDS technologies and its Trait Machine process is that Cibus has been able to develop a pipeline of five productivity traits, four of which are applicable to multiple crops.
Previous report
Three of Cibus' five productivity traits are developed, meaning that they have been edited in a customer's elite germplasm and have been validated in field trials. In Canola and Winter Oilseed Rape (WOSR), the Company's Pod Shatter Reduction (PSR) trait has been edited into the elite lines of customer seed company partners and transferred back to these customers in their elite germplasm for potential commercial launch. In Rice, gene-edited herbicide tolerance (HT) traits HT1 and HT3 are being introgressed into multiple customers’ genetics for United States and Latin America, and Cibus is also initiating efforts to directly edit the HT1 and HT3 traits in certain
Previous report
33 - customers’ germplasm. Two of the pipeline traits are advanced, meaning that the editing and trait development process is underway with known edit targets. Currently, these advanced traits include a trait for Sclerotinia(white mold disease) resistance and herbicide tolerance in Canola (HT2).
Previous report
Activities in 2024 through the date of this filing have been transformative for Cibus, including significant progress across crop platforms for its developed traits and achieving important milestones in its advanced traits. On October 18, 2024, the Company announced a restructuring initiative, as it continues its transformation from a Research and Development (R&D) driven organization to a focused commercial stage gene editing company in agriculture. Cibus' related cost reduction actions, including a reduction in force, are expected to save the Company approximately $10.0 million on an annualized run-rate basis. When these and other initiatives are fully implemented by early 2025, the Company expects them to translate to a reduction in monthly cash use by approximately 20 percent.
Previous report
These initiatives are a result of the Company's realigned organization focus, which focuses the allocation of its capital resources toward its commercial effort priorities through advancement of Cibus' weed management traits HT1 and HT3 for Rice, Sclerotinia resistance trait for Soybean and Canola, and the continuing development of Cibus' Soybean platform, while enabling continued progress on Cibus' PSR trait and its third weed management trait HT2 with a more streamlined use of resources. The Company will also continue to opportunistically pursue partner-funded projects.
Previous report
In regards to the commercial progress for its HT1 and HT3 developed traits in Rice, Cibus has made substantial advancement with its trait transfer process having received germplasm from all four of its major Rice seed company customers and has either completed or initiated trait transfer to the customer germplasm. In addition, the company completed a successful field trial with one of its customer's germplasm in the third quarter of 2024. Additionally, Cibus, RTDC Corporation Limited (RTDCCL), and Albaugh LLC (Albaugh) entered into an amendment to certain existing agreements to continue a collaboration that brings Cibus’ HT3 trait in Rice, which is Clethodim-tolerant, to seed customers in the United States utilizing Albaugh’s herbicide registration and crop protection expertise. The agreement also establishes Cibus' financial obligations, including with respect to the allocation of trait fees and royalties received by Cibus to RTDCCL and Albaugh. The Company also completed its first field trial for stacked gene edited HT traits in an elite variety.
Previous report
Within the Company’s Canola platform, Cibus achieved significant progress with its developed PSR trait in WOSR, completing an initial field trial in the United Kingdom with multiple customers' germplasm. This achievement is an important milestone in furthering Cibus' commercialization efforts for WOSR in Europe.
Previous report
With respect to Cibus' multi-crop advanced traits, Cibus made important advancements in line with its anticipated milestones. For its Sclerotinia resistance trait in Canola, the Company has received field trial results for the second mode of action and expects greenhouse data for the third mode of action in the fourth quarter of 2024. This progress with the Sclerotinia resistance trait is particularly significant as it represents advancement toward providing durable disease resistance to White Mold across multiple crops, including Canola and Soybean. The Company also received positive greenhouse data for its HT2 trait in Canola, with additional field trials anticipated to be completed in 2025.
Previous report
The Company continues to make progress in developing its Soybean platform. Once the Soybean platform is operational, it will be possible for Cibus to develop and commercialize its multi-crop traits contemporaneously in any or all of three major crops (Rice, Canola, and Soybean).
Previous report
Supporting Cibus’ commercial efforts is the Company’s proprietary gene editing platform, which represents a paradigm shift in breeding complex traits, built on decades of rigorous research and development and backed by an extensive intellectual property portfolio. Through the first nine months of 2024, Cibus received additional patents across 10 plant gene editing and trait families, which further strengthened the Company’s IP portfolio including in its weed management and herbicide tolerance trait families. The Company's IP expansion covers gene editing, productivity traits, and quality traits patent coverage in geographies including, but not limited to, Europe, Asia, Latin America, and North America.
Previous report
The advancing global regulation of gene editing technologies in agriculture continued its general positive progression. In May 2024, Canada joined other jurisdictions endorsing additional policies to regulate gene editing technology in feed (including that used in Cibus'RTDS) similar to conventional breeding methods. Previously, on February 7, 2024, the Parliament of the EU voted in favor of new laws that would differentiate gene editing technologies from GMO technology. The proposal adopted by the EU Parliament would regulate certain traits from gene editing as “conventional-like” or like traits developed using conventional plant breeding. There is still ongoing discussion of how to address traits for HT in the EU. Final approval of the EU Parliament's proposal will be based upon ongoing negotiations among the EU Parliament, the EU Council, and the European Commission to finalize legislation for adoption.
Previous report
While the legislative process remains ongoing in the EU, other major developed market countries including Canada, the United Kingdom, United States, and the major markets in South America are now treating traits from gene editing as conventional-like. Although there can be no assurance when the final EU legislation will be adopted, its passage would bring the EU closer to other major developed markets resulting in more consistent regulations for the planting, import, and export of products or commodities. For this reason, Cibus believes the impact of these regulations is indicative of the beginning of the gene editing era – an era in which products from the most advanced technologies in breeding and gene editing will be regulated on the same basis as products developed using conventional breeding — an era in which technology promises to change the speed and scale of trait development as new technologies have done in many industries and an era that Cibus believes represents agriculture’s analog to digital moment: the ability to develop traits more accurately and with less time and cost involved in conventional breeding of traits or in GMO trait breeding.
Previous report
ATM Facility
Previous report
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 nine months ended September 30, 2024, the Company issued 974,727 shares of Class A Common Stock and received net proceeds of approximately $16.9 million from the ATM Facility.
Previous report
September 2024 SEC-Registered Underwritten Offering
Previous report
Strategic Realignment
Previous report
On October 16, 2024, the Board of Directors of Cibus approved a strategic realignment, which included an immediate reduction in workforce of approximately 26 full-time employees. The Company estimates that it will incur approximately $0.4 million of one-time cash expense in the fourth quarter of 2024 in connection with the reduction in workforce, primarily related to accrued vacation and severance payments along with approximately $0.2 million of one-time non-cash stock compensation expense related to the acceleration of unvested awards of Class A Restricted Stock (RSAs) approved by the Board of Directors of Cibus. The Company communicated the workforce reduction to affected employees on October 18, 2024.
Previous report
R&D expense was $13.0 million in the third quarter of 2024, a decrease of $4.5 million from the third quarter of 2023. The decrease was primarily due to lower non-cash stock compensation expense and the strategic realignment and reduction in force announced during the fourth quarter of 2023 which included decreases in personnel costs and supplies.
Previous report
Selling, General, and Administrative (SG&A) expense was $7.7 million in the third quarter of 2024, a decrease of $1.1 million from the third quarter of 2023. The decrease was primarily due to lower non-cash stock compensation expense.
Previous report
Net Loss Attributable to Redeemable Noncontrolling Interest
Previous report
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024, COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2023
Previous report
Revenue
Previous report
Revenue was $3.1 million in the first nine months of 2024, an increase of $2.3 million from the first nine months of 2023. The increase was driven by the acquisition of Cibus Global revenue which included amounts earned from collaboration agreements related to contract research for Rice and Soybean. Revenue from operations associated with Legacy Calyxt in 2024 and 2023 was primarily associated with the Company’s agreement with a large food ingredient manufacturer to develop a palm oil alternative.
Previous report
Research and Development Expense
Previous report
R&D expense was $38.0 million in the first nine months of 2024, an increase of $9.8 million from the first nine months of 2023. The increase was primarily due to the acquisition of Cibus Global which included increases in headcount, laboratory supplies, and facility costs. The increase was partially offset by decreases of $1.4 million of stock compensation expense related to RSAs granted as part of the completion of the Merger Transactions, $1.3 million in one-time expenses due to the closing of the Merger Transactions in the first six months of 2023, and a decrease in Legacy Calyxt expenses due to lower headcount and cost reduction efforts in preparation for the Merger Transactions.
Previous report
Selling, General, and Administrative Expense
Previous report
SG&A expense was $24.0 million in the first nine months of 2024, an increase of $1.9 million from the first nine months of 2023. The increase was primarily due to the acquisition of Cibus Global which included increases in headcount, professional fees, and stock compensation expense related to RSAs granted as part of the completion of the Merger Transactions. These expenses were partially offset by $6.5 million in one-time expenses due to the closing of the Merger Transactions in the first six months of 2023 as well as a decrease in Legacy Calyxt expenses due to lower headcount and cost reduction efforts in preparation of the Merger Transactions.
Previous report
Goodwill Impairment
Previous report
Goodwill impairment was $181.4 million in the first nine months of 2024, an increase of $181.4 million from the first nine months of
Previous report
Royalty liability interest expense - related parties was $26.0 million in the first nine months of 2024, an increase of $15.2 million from the first nine months of 2023. The increase was due to the assumption of the Royalty Liability as part of the Merger Transactions.
Previous report
Other Interest Income, net
Previous report
Other interest income, net was $0.5 million in the first nine months of 2024, an increase of $0.2 million from the first nine months of 2023. The increase was driven by interest earned on cash balances.
Previous report
Non-Operating Income (Expense), net
Previous report
Net Loss Attributable to Redeemable Noncontrolling Interest
Previous report
Net cash used by operating activities was $44.0 million in the first nine months of 2024, an increase in cash used of $14.9 million from the first nine months of 2023. The increase in cash used was primarily driven by a $11.3 million increase in net loss related to the operations acquired in the Merger Transactions and a decrease of $3.5 million from the changes in operating assets and liabilities related to assets and liabilities assumed from the closing of the Merger Transactions with Cibus Global, LLC.
Previous report
The Company expects cash used by operating activities in 2024 to be higher than 2023 driven by a full year of combined companies in 2024 versus only seven months of combined companies in 2023.
Showing the first 40 of 47 passages. Open the source sections for the rest.
Reworded paragraphs (23)
Previous wording
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, 2023, filed with the SEC on March 21, 2024 (Annual Report), including the Consolidated Financial Statements and Notes incorporated therein.
Current wording
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.
Previous wording
Cibus is a leading agricultural biotechnology company that uses proprietary gene editing technologies to develop plant traits (or specific genetic characteristics) in seeds. Its primary business is the development of plant traits that help address specific productivity or yield challenges in farming such as traits for weed management and disease resistance. These traits are referred to as productivity traits because they can improve farming productivity, profitability and sustainability. Certain productivity traits lead to the reduction in the use of chemicals like fungicides, insecticides, or the reduction of fertilizer use, while others make crops more adaptable to their environment or to climate change. The ability to develop productivity traits in seeds that can increase farming productivity and reduce the use of chemicals in farming is the promise of gene editing technologies.
Current wording
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 characteristics influence how a resulting plant functions and/or interacts with its environment. Its 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. 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.
Previous wording
Cibus’ core technology is its propriety gene editing platform called the Rapid Trait Development System™ or RTDS®. It is the underlying technology in Cibus’ Trait Machine™ process: a standardized end-to-end semi-automated high-throughput gene editing system that directly edits seed companies’ elite germplasm. It is a timebound, reproducible, and predictable science-based breeding process. RTDS is covered by over 500 patents or patents pending. 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 that is the promise of gene editing.
Current wording
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. 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.
Previous wording
A key aspect of Cibus' Trait Machine process is that plant traits developed using this technology are indistinguishable from plant traits developed using conventional plant breeding (or, from nature). Because of this, most major jurisdictions have either passed regulations or started processes to introduce regulations that generally treat traits developed using gene editing on the same basis as traits developed using conventional plant breeding. All traits developed using RTDS comprise the types of changes that arise naturally in conventional plant breeding programs. GMO technologies enabled major improvements in farming productivity. Unfortunately, because GMO technologies use foreign DNA, or transgenes, the development of major GMO traits has faced headwinds. For example, in the European Union (EU), GMO traits were essentially banned, and imports were heavily regulated. Changes in place in key countries and presently under consideration in Europe are aimed at harmonizing how gene edited traits are regulated in order to align with regulations for traits from conventional plant breeding. These changes highlight the major global evolution away from the heavily regulated GMO technology and acceptance of gene editing technologies. This is a big moment for Cibus that the Company has been working towards since its founding.
Current wording
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.
Previous wording
The Company has incurred net losses since its inception. As of September 30, 2024, the Company had an accumulated deficit of $708.1 million. The Company’s net loss was $256.9 million for the nine months ended September 30, 2024. 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.
Current wording
The Company has incurred net losses since its inception. As of March 31, 2025, the Company had an accumulated deficit of $778.1 million. The Company’s net loss was $49.4 million for the three months ended March 31, 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.
Previous wording
In June 2024, the Company issued 1,298,040 shares of its Class A Common Stock together with accompanying warrants (2024 Common Warrants) to purchase up to 1,298,040 shares of Class A Common Stock in a registered direct offering (2024 Follow-On Offering). The combined offering price for each share of Class A Common Stock and the accompanying 2024 Common Warrant was $10.00 per share, except that each share of Class A Common Stock and the accompanying 2024 Common Warrant issued to one of the Company’s executive officers was issued at a combined offering price of $10.20 per share. The 2024 Common Warrants are immediately exercisable at an exercise price of $10.00 per share (or $10.07 per share, in the case of 2024 Common Warrants issued to one of the Company’s executive officers) until fully exercised, subject to ownership limitations, and expire five years after their date of issuance. The Company received net proceeds of approximately $12.0 million from the 2024 Follow-On Offering, after deducting the underwriting discounts and commissions and other offering expenses payable by the Company.
Current wording
In January 2025, the Company issued 4,340,000 shares of its Class A Common Stock and, in lieu of Class A Common Stock to one of the Company’s then executive officers 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 are only exercisable after the Company receives certain approvals from its stockholders. The 2025 Common Warrants will be exercisable for five years following the date of receipt of certain stockholder approvals, subject to beneficial ownership limitations. The 2025 Pre-Funded Warrants were immediately exercisable at the time of issuance and will be exercisable until they are fully exercised at an exercise price of $0.0001 per share of Class A Common Stock, subject to beneficial ownership limitations. Through the date of this filing, the Company has received net proceeds related to the January 2025 Follow-On Offering of approximately $21.4 million after deducting approximately $1.2 million for the underwriting discounts and commissions and other offering expenses payable by the Company.
Previous wording
Revenue was $1.7 million in the third quarter of 2024, an increase of $1.2 million from the third quarter of 2023. The increase was driven byamounts earned from collaboration agreements related to contract research for Soybean. Revenue in the third quarter of 2023 from Legacy Calyxt's operations was primarily associated with the Company’s agreement with a large food ingredient manufacturer to develop a palm oil alternative.
Current wording
Revenue was $1.0 million in the first quarter of 2025, an increase of $0.5 million from the first quarter of 2024. The increase was driven byamounts earned from collaboration agreements related to contract research for Rice and Soybean.
Previous wording
Goodwill impairment was $181.4 million in the third quarter of 2024, an increase of $181.4 million from the third quarter of 2023. 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 third quarter of 2024.
Current wording
Goodwill impairment was $21.0 million in the first quarter of 2025, an increase of $21.0 million from the first quarter 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 quarter of 2024.
Previous wording
Royalty liability interest expense - related parties was $8.9 million in the third quarter of 2024, an increase of $0.7 million from the third quarter of 2023. The increase was due to the increase in the Royalty Liability balance.
Current wording
Royalty liability interest expense - related parties was $8.4 million in the first quarter of 2025, a nominal increase from the first quarter of 2024. The nominal increase is driven by the recognition of interest expense on the Royalty Liability.
Previous wording
Other interest income, net was $0.2 million in the third quarter of 2024, a decrease of $0.1 million from the third quarter of 2023. The decrease was driven by interest earned on lower cash balances.
Current wording
Other interest income, net was $0.1 million in the first quarter of 2025, a decrease of $0.1 million from the first quarter of 2024. The decrease was driven by lower cash balances.
Previous wording
Non-operating income (expense), net was income of $7.7 million in the third quarter of 2024, an increase in income of $8.6 million from the third quarter of 2023. The increase in income was driven by the fair value adjustment of the Common Warrants (as defined in Note 1 to the accompanying condensed consolidated financial statements).
Current wording
30 - the first quarter of 2024. The increase in income was driven by the fair value adjustment of the Common Warrants (as defined in Note 1 to the accompanying condensed consolidated financial statements).
Previous wording
Net loss attributable to redeemable noncontrolling interest was $21.5 million in third quarter of 2024, an increase in net loss attributable to redeemable noncontrolling interest of $13.4 million, from the third quarter of 2023. The increase in net loss attributable to redeemable noncontrolling interest is a result of the Up-C Units created as part of the closing of the Merger Transactions, and the amount for the period is based on the percentage of Cibus Global that is not owned by Cibus, Inc.
Current wording
Net loss attributable to noncontrolling interest and redeemable noncontrolling interest was $2.5 million in the first quarter of 2025, a decrease in net loss attributable to noncontrolling interest and redeemable noncontrolling interest of $1.0 million from the first quarter of 2024. The decrease in net loss attributable to noncontrolling interest and redeemable noncontrolling interest is a result of less Up-C Units, and the amount for the period is based on the percentage of Cibus Global that is not owned by Cibus, Inc.
Previous wording
The Company’s liquidity funds its non-discretionary cash requirements and its discretionary spending. The Company has contractual obligations related to recurring business operations, primarily related to lease payments for its corporate and laboratory facilities. The Company’s principal discretionary cash spending is for salaries, capital expenditures, short-term working capital payments, and professional and other transaction-related expenses incurred as the Company pursues additional financing. Until the Company is able to obtain additional public or private financing, it currently expects to satisfy its near-term requirements with existing cash on hand and proceeds raised from the ATM Facility.
Current wording
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.
Previous wording
The Company incurred a net loss of $256.9 million for the nine months ended September 30, 2024. As of September 30, 2024, the Company had an accumulated deficit of $708.1 million and expects to continue to incur losses in the future.
Current wording
As of March 31, 2025, the Company had $23.6 million of cash and cash equivalents. Current liabilities were $21.0 million as of March 31, 2025. The Company incurred a net loss of $49.4 million for the three months ended March 31, 2025. As of March 31, 2025, the Company had an accumulated deficit of $778.1 million and expects to continue to incur losses in the future.
Previous wording
Net cash provided by financing activities was $40.9 million in the first nine months of 2024, an increase of $38.9 million from the first nine months of 2023. The increase was primarily due to net proceeds from additional capital raised in 2024. The increase was partially
Current wording
Net cash provided by financing activities was $21.3 million in the first three months of 2025, an increase of $15.8 million from the first three months of 2024. The increase was primarily due to an increase of $15.4 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 $0.1 million.
Previous wording
The Company expects cash provided by financing activities in 2024 to be higher than 2023 driven by the need to raise capital to fulfill the Company's anticipated spending in 2024 and beyond.
Current wording
Subject to market conditions, the Company expects cash provided by financing activities in 2025 to be similar to 2024 driven by the need to raise capital to fulfill the Company’s anticipated spending in 2025 and beyond.
Previous wording
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 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.
Current wording
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.
Previous wording
The Company has incurred losses since its inception and its net loss was $256.9 million for the nine months ended September 30, 2024, and it used $44.0 million of cash for operating activities for the nine months ended September 30, 2024.
Current wording
The Company has incurred losses since its inception and its net loss was $49.4 million for the three months ended March 31, 2025, and it used $11.8 million of cash for operating activities for the three months ended March 31, 2025.
Previous wording
As of September 30, 2024, the Company had $28.8 million of cash and cash equivalents. Current liabilities were $21.9 million as of September 30, 2024.
Current wording
As of March 31, 2025, the Company had $23.6 million of cash and cash equivalents. Current liabilities were $21.0 million as of March 31, 2025.
Previous wording
In the fourth quarter of 2024, the Company initiated additional 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.
Current wording
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.
Previous wording
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 September 30, 2024, 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 will fund planned operating expenses and capital expenditure requirements into late in the first quarter of 2025. 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, which would shorten its cash runway. In addition, changes in market conditions may reduce the Company’s opportunities to raise additional capital, including through the ATM Facility.
Current wording
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, subject to the applicable baby shelf limitations), 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 March 31, 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 third quarter of 2025. 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.
Previous wording
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
Current wording
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.
Previous wording
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.
Current wording
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
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Non-operating income (expense), net was income of $0.4 million in the first quarter of 2025, an increase in income of $0.8 million from
Current report — wording carried from elsewhere
33 - 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.
Rearranged previous paragraphs (9)
Previous report — wording carried elsewhere
In September 2024, the Company issued 3,289,953 shares of its Class A Common Stock in an SEC-registered underwritten offering, including shares issued to one of the Company’s executive officers. The offering price for each share of Class A Common Stock was $4.00 per share. The Company received net proceeds of approximately $12.1 million after deducting the underwriting discounts and commissions and other offering expenses payable by the Company.
Previous report — wording carried elsewhere
The Company has initiated additional 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.
Previous report — wording carried elsewhere
A summary of the Company’s results of operations for the nine months ended September 30, 2024, and 2023 follows:
Previous report — wording carried elsewhere
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 third quarter of 2024.
Previous report — wording carried elsewhere
Royalty Liability Interest Expense - Related Parties
Previous report — wording carried elsewhere
Non-operating income (expense), net was income of $8.9 million in the first nine months of 2024, an increase in income of $9.4 million from the first nine months of 2023. The increase in income was driven by the fair value adjustment of the Common Warrants (as defined in Note 1 to the accompanying condensed consolidated financial statements).
Previous report — wording carried elsewhere
Net loss attributable to redeemable noncontrolling interest was $28.6 million in the first nine months of 2024, an increase in net loss attributable to redeemable noncontrolling interest of $18.7 million from the first nine months of 2023. The increase in net loss attributable to redeemable noncontrolling interest is a result of the Up-C Units created as part of the closing of the Merger Transactions, and the amount for the period is based on the percentage of Cibus Global that is not owned by Cibus, Inc.
Previous report — wording carried elsewhere
As of September 30, 2024, the Company had $28.8 million of cash and cash equivalents. Current liabilities were $21.9 million as of September 30, 2024.
Previous report — wording carried elsewhere
40 - 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.