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Cibus, Inc.

For the period ended Sep 30, 2025. Filed Nov 13, 2025.

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About 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.

Sep 30, 2025 · Filed Nov 13, 2025

CBUS$1.15-0.4%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Item 1. Condensed Consolidated Financial Statements

  • 3 -

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited and in Thousands, Except Par Value and Share Amounts)

September 30, 2025December 31, 2024
Assets
Current assets:
Cash and cash equivalents$23,886$14,433
Accounts receivable6041,041
Prepaid expenses and other current assets1,7521,472
Total current assets26,24216,946
Property, plant, and equipment, net8,54511,439
Operating lease right-of-use assets29,78333,254
Intangible assets, net32,13433,578
Goodwill232,516253,466
Other non-current assets1,0061,386
Total assets$330,226$350,069
Liabilities, redeemable noncontrolling interest, and stockholders’ equity
Current liabilities:
Accounts payable$5,982$5,964
Accrued expenses7,3382,281
Accrued compensation2,6553,309
Deferred revenue932932
Current portion of notes payable662436
Current portion of financing lease obligations—113
Current portion of operating lease obligations2,7034,287
Class A common stock warrants592,268
Other current liabilities228288
Total current liabilities20,55919,878
Notes payable, net of current portion116226
Operating lease obligations, net of current portion30,46831,224
Royalty liability - related parties225,517199,442
Other non-current liabilities1,5371,468
Total liabilities278,197252,238
Commitments and contingencies (See Note 8)
Redeemable noncontrolling interest—5,674
Stockholders’ equity:
Class A common stock, $0.0001 par value; 210,000,000 shares authorized; 52,763,134 shares issued and 52,566,650 shares outstanding as of September 30, 2025, and 28,258,258 shares issued and 27,939,023 shares outstanding as of December 31, 2024119
Class B common stock, $0.0001 par value; 90,000,000 shares authorized; 1,697,855 shares issued and outstanding as of September 30, 2025, and 1,720,929 shares issued and outstanding as of December 31, 2024——
Additional paid-in capital879,380825,298
Class A common stock in treasury, at cost; 81,133 shares as of September 30, 2025, and 45,177 shares as of December 31, 2024(2,070)(1,999)
Accumulated deficit(826,965)(731,166)
Accumulated other comprehensive income4515
Total Cibus, Inc. stockholders' equity50,40192,157
Noncontrolling interest1,628—
Total stockholders’ equity52,02992,157
Total liabilities, redeemable noncontrolling interest, and stockholders’ equity$330,226$350,069
  • 4 -

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Revenue:
Revenue$615$1,667$2,582$3,050
Total revenue6151,6672,5823,050
Operating expenses:
Research and development10,78412,99034,81137,996
Selling, general, and administrative5,2697,68221,77623,994
Goodwill impairment—181,43220,950181,432
Total operating expenses16,053202,10477,537243,422
Loss from operations(15,438)(200,437)(74,955)(240,372)
Royalty liability interest expense - related parties(9,030)(8,875)(26,075)(25,953)
Other interest income, net158160383522
Non-operating income, net17,7064178,917
Loss before income taxes(24,309)(201,446)(100,230)(256,886)
Income tax benefit (expense)6(13)(23)(23)
Net loss$(24,303)$(201,459)$(100,253)$(256,909)
Net loss attributable to noncontrolling interest and redeemable noncontrolling interest(762)(21,491)(4,454)(28,623)
Net loss attributable to Cibus, Inc. stockholders$(23,541)$(179,968)$(95,799)$(228,286)
Basic and diluted net loss per share of Class A common stock$(0.44)$(7.63)$(2.21)$(10.33)
Weighted average shares of Class A common stock outstanding – basic and diluted52,925,77623,586,74643,264,59022,105,979
  • 5 -

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited and in Thousands)

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Net loss$(24,303)$(201,459)$(100,253)$(256,909)
Foreign currency translation adjustments2631(27)
Comprehensive loss(24,301)(201,453)(100,222)(256,936)
Comprehensive loss attributable to noncontrolling interest and redeemable noncontrolling interest(762)(21,491)(4,453)(28,627)
Comprehensive loss attributable to Cibus, Inc. stockholders$(23,539)$(179,962)$(95,769)$(228,309)
  • 6 -

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 EndedSeptember 30, 2025SharesAmountSharesAmountAdditionalPaid-InCapitalSharesinTreasuryAccumulatedDeficitAccumulated Other Comprehensive IncomeTotal Cibus, Inc. Stockholders' EquityNoncontrolling InterestTotalStockholders’Equity
Balance at June 30, 202552,480,413$111,712,373$—$877,531$(2,038)$(803,424)$43$72,123$2,353$74,476
Net loss——————(23,541)—(23,541)(762)(24,303)
Stock-based compensation————1,886———1,886—1,886
Issuance of common stock upon vesting of restricted stock awards and units94,325——————————
Shares withheld for payment of minimum employee taxes withheld upon net share settlement of restricted stock units(22,606)————(32)——(32)—(32)
Change in noncontrolling interest including issuance of common stock upon exchange of common units14,518—(14,518)—(37)———(37)37—
Foreign currency translation adjustments———————22—2
Balance at September 30, 202552,566,650$111,697,855$—$879,380$(2,070)$(826,965)$45$50,401$1,628$52,029
Class A Common Stock · Class B Common Stock
Three Months EndedSeptember 30, 2024Redeemable Noncontrolling InterestSharesAmountSharesAmountAdditionalPaid-InCapitalSharesinTreasuryAccumulatedDeficitAccumulated Other Comprehensive Income (Loss)TotalStockholders’Equity
Balance at June 30, 2024$36,57223,015,417$83,112,516$—$800,606$(1,999)$(528,096)$(21)$270,498
Net loss(21,491)——————(179,968)—(179,968)
Stock-based compensation—————2,687———2,687
Issuance of common stock upon vesting of restricted stock awards and units—76,859————————
Issuance of common stock from the ATM facility, net of offering expenses—47,401———429———429
Issuance of common stock in registered offering, net—3,289,953———12,148———12,148
Change in redeemable noncontrolling interest(2,340)————2,340———2,340
Foreign currency translation adjustments————————66
Balance at September 30, 2024$12,74126,429,630$83,112,516$—$818,210$(1,999)$(708,064)$(15)$108,140
  • 7 -

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
Nine Months EndedSeptember 30, 2025Redeemable Noncontrolling InterestSharesAmountSharesAmountAdditionalPaid-InCapitalSharesinTreasuryAccumulatedDeficitAccumulated Other Comprehensive IncomeTotal Cibus, Inc. Stockholders' EquityNoncontrolling InterestTotalStockholders’Equity
Balance at December 31, 2024$5,67427,939,023$91,720,929$—$825,298$(1,999)$(731,166)$15$92,157$—$92,157
Net loss———————(95,799)—(95,799)(4,454)(100,253)
Stock-based compensation—————6,363———6,363—6,363
Issuance of common stock upon vesting of restricted stock awards and units—236,224——————————
Issuance of common stock and pre-funded warrants in registered offering, net—20,054,2852——46,384———46,386—46,386
Issuance of common stock upon exercise of pre-funded warrants—4,350,000——————————
Reclassification of common warrant liability to stockholders' equity—————1,742———1,742—1,742
Shares withheld for payment of minimum employee taxes withheld upon net share settlement of restricted stock units—(35,956)————(71)——(71)—(71)
Reclassification of redeemable noncontrolling interest(5,674)—————————5,6745,674
Change in noncontrolling interest including issuance of common stock upon exchange of common units—23,074—(23,074)—(407)———(407)407—
Foreign currency translation adjustments————————3030131
Balance at September 30, 2025$—52,566,650$111,697,855$—$879,380$(2,070)$(826,965)$45$50,401$1,628$52,029
Class A Common Stock · Class B Common Stock
Nine Months EndedSeptember 30, 2024Redeemable Noncontrolling InterestSharesAmountSharesAmountAdditionalPaid-InCapitalSharesinTreasuryAccumulatedDeficitAccumulated Other Comprehensive Income (Loss)TotalStockholders’Equity
Balance at December 31, 2023$44,82420,567,656$83,142,636$—$775,017$(1,785)$(479,778)$8$293,470
Net loss(28,623)——————(228,286)—(228,286)
Stock-based compensation—————8,030———8,030
Issuance of common stock upon vesting of restricted stock awards and units—281,648————————
Issuance of common stock from the ATM facility, net of offering expenses—974,727———16,921———16,921
Issuance of common stock in registered offering, net—4,587,993———14,786———14,786
Shares withheld for payment of minimum employee taxes withheld upon net share settlement of restricted stock units—(12,514)————(214)——(214)
Change in redeemable noncontrolling interest including issuance of common stock upon exchange of common units(3,456)30,120—(30,120)—3,456———3,456
Foreign currency translation adjustments(4)———————(23)(23)
Balance at September 30, 2024$12,74126,429,630$83,112,516$—$818,210$(1,999)$(708,064)$(15)$108,140
  • 8 -

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited and in Thousands)

Nine Months Ended September 30,
20252024
Operating activities
Net loss$(100,253)$(256,909)
Adjustments to reconcile net loss to net cash used in operating activities:
Royalty liability interest expense - related parties26,07525,953
Goodwill impairment20,950181,432
Depreciation and amortization4,6295,211
Stock-based compensation6,3638,030
Loss on disposal of assets84—
Change in fair value of liability classified Class A common stock warrants(467)(8,908)
Other45(16)
Changes in operating assets and liabilities:
Accounts receivable437(660)
Prepaid expenses and other current assets659412
Accounts payable210838
Accrued expenses3,5111,304
Accrued compensation(674)(628)
Deferred revenue(5)(133)
Right-of-use assets and lease obligations, net1,130302
Other assets and liabilities, net135(276)
Net cash used in operating activities(37,171)(44,048)
Investing activities
Purchases of property, plant, and equipment(492)(752)
Net cash used in investing activities(492)(752)
Financing activities
Proceeds from issuances of securities50,10043,902
Costs incurred related to issuances of securities(2,202)(1,869)
Payment of taxes related to restricted stock units withheld from employees(71)(214)
Repayments of financing lease obligations(113)(174)
Repayments of notes payable(608)(741)
Net cash provided by financing activities47,10640,904
Effect of exchange rate changes on cash and cash equivalents102
Net increase (decrease) in cash and cash equivalents9,453(3,894)
Cash and cash equivalents – beginning of period14,43332,699
Cash and cash equivalents – end of period$23,886$28,805
  • 9 -

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.

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 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 designatestwo classes of the Company’s common stock: (i) Class A Common Stock, par value $0.0001 per share (the Class A Common Stock), which shares have full voting and economic rights, and (ii) Class B Common Stock, par value $0.0001 per share (the Class B Common Stock), which shares have full voting, but no economic rights. For holders of Class B Common Stock, each share of Class B Common Stock is paired with a Common Unit (collectively, an Up-C Unit). During the first quarter of 2025, certain holders of Class B Common Stock exchanged their Up-C Units for Class A Common Stock. As a result, the redemption of the noncontrolling interest is now considered to be within the control of the Company for accounting purposes, and the noncontrolling interest was reclassified from mezzanine equity to permanent equity in the first quarter of 2025. As of September 30, 2025, the Common Unit holders of the noncontrolling interest owned approximately 3 percent of the outstanding Common Units of Cibus Global with the remaining approximately 97 percent of Common Units of Cibus Global held by Cibus.

Pursuant to the Company’s amended and restated certificate of incorporation, the Company is authorized to issue up to 310,000,000 shares, consisting of (i) up to 300,000,000 shares of common stock, par value $0.0001 per share, divided into (A) up to 210,000,000 shares of Class A Common Stock and (B) up to 90,000,000 shares of Class B Common Stock and (ii) up to 10,000,000 shares of preferred stock, par value $0.0001 per share.

Share information related to the Company’s common stock as of September 30, 2025, is as follows:

Class A Common StockClass B Common StockTotal Common Stock
Authorized210,000,00090,000,000300,000,000
Issued52,763,1341,697,85554,460,989
Outstanding52,566,6501,697,85554,264,505
  • 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 $100.3 million and cash used in operating activities was $37.2 million for the nine months ended September 30, 2025. 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, from the capital markets, including through offerings of common stock or other securities.

As of September 30, 2025, the Company had $23.9 million of cash and cash equivalents and $20.6 million of current liabilities.

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 (which may include a future at-the-market financing facility or other continuous offering facility), 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) for an at-the -market facility having an aggregate offering price of up to $80.0 million (ATM Facility). During the nine months ended September 30, 2025, the Company didnot issue any shares of Class A Common Stock from the ATM Facility, which the Company terminated during the third quarter of 2025.

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.

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 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.

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. The Company expects that the reduction in workforce will be completed by December 31, 2025. The Company communicated the workforce reduction to affected employees on July 23, 2025. For the three and nine months ended September 30, 2025, the Company incurred approximately $0.2 million of one-time charges for severance related expenses, which was recorded within operating expenses in the accompanying condensed consolidated statements of operations. The Company estimates an immaterial amount of one-time charges for severance related expenses in the fourth quarter of 2025 as the remainder of this reduction in workforce is completed.

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

  • 11 - 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 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.

Cash and Cash Equivalents

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.

Impairment of Long-Lived Assets and Finite-Lived Intangible Assets

The Company evaluates long-lived assets and finite-lived intangible assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. The Company reviews the recoverability of the net book value of long-lived assets and finite-lived intangible assets whenever events and circumstances indicate that the net book value of an asset may not be recoverable from the estimated undiscounted future cash flows expected to result from its use and eventual disposition (Triggering Event). In cases where a Triggering Event occurs and undiscounted expected future cash flows are less than the net book value, the Company recognizes an impairment loss equal to an amount by which the net book value exceeds the fair value of the asset. During the first quarter of 2025, the Company experienced a Triggering Event and assessed its long-lived assets and finite-lived intangible assets for impairment and concluded the undiscounted future cash flows for these assets exceeded their net book values. As a result, the asset group was recoverable. The Company hasnot recognized any impairment losses related to long-lived assets or finite-lived intangible assets for the three and nine months ended September 30, 2025, and 2024.

Goodwill

Goodwill is calculated as the excess of the purchase consideration paid in a business combination over the fair value of the assets acquired less liabilities assumed. Goodwill is not amortized and is tested for impairment at least annually or when events and circumstances indicate that fair value of a reporting unit may be below its carrying value. The Company evaluates the carrying value of goodwill for impairment annually as of November 1 each year. The Company hasone reporting unit. The Company first assesses qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount or elects to bypass such assessment. If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying value, or the Company elects to bypass the qualitative assessment, it performs a quantitative test by determining the fair value of the reporting unit. If the carrying value of the reporting unit exceeds the fair value, then an impairment loss is recognized for the difference.

  • 12 -

During the first quarter of 2025, the Company experienced a Triggering Event and assessed its goodwill for impairment. The Company considered the decline in its stock price since its last assessment of goodwill and concluded it was more likely than not that its goodwill would be impaired. The Company then performed a quantitative analysis and concluded that its goodwill was impaired. Management makes critical assumptions and estimates in completing impairment assessments of goodwill. The Company utilized the discounted cash flow method to calculate the fair value of the reporting unit. The Company’s future cash flow projections include assumptions on variables such as future royalties and operating margins, economic conditions, probability of success, market competition, inflation, and discount rates. The Company utilized its most recent cash flow projections in combination with the Company’s stock price as of March 31, 2025, to calculate the fair value of the reporting unit using a long-term growth rate of 3 percent and a discount rate of 47 percent, which 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 nine months ended September 30, 2025.

During the three and nine months ended September 30, 2024, the Company determined its goodwill was impaired by $181.4 million, which was recorded in the accompanying condensed consolidated statements of operations.

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 September 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 September 30, 2025:

In ThousandsDeferred Revenue
Balance as of June 30, 2025$918
Consideration earned(615)
Consideration received629
Balance as of September 30, 2025$932

The following table represents the deferred revenue activity for the three months ended September 30, 2024:

In ThousandsDeferred Revenue
Balance as of June 30, 2024$1,623
Consideration earned(1,667)
Consideration received1,126
Balance as of September 30, 2024$1,082

The following table represents the deferred revenue activity for the nine months ended September 30, 2025:

In ThousandsDeferred Revenue
Balance as of December 31, 2024$932
Consideration earned(2,582)
Consideration received2,582
Balance as of September 30, 2025$932

For the nine months ended September 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.

  • 13 -

The following table represents the deferred revenue activity for the nine months ended September 30, 2024:

In ThousandsDeferred Revenue
Balance as of December 31, 2023$1,210
Consideration earned(3,050)
Consideration received2,922
Balance as of September 30, 2024$1,082

For the nine months ended September 30, 2024, $1.2 million of the deferred revenue balance as of December 31, 2023, was recognized as revenue in the accompanying condensed consolidated statements of operations.

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 10 percent of the actual Subject Revenues collected. The Warrant Exchange Agreement is on a cash basis meaning that all Royalty Payments to Royalty Holders in a given period are based on cash actually collected by the Company for Subject Revenues in that period. The Company will periodically reassess the estimated future Royalty Payments using internal projections and external sources. If the amount or timing of these payments significantly changes from the original estimates, an adjustment will be recorded prospectively as an increase or decrease to interest expense. Fluctuations in the Royalty Liability balance, resulting from changes in Cibus’ business model and anticipated Subject Revenues, may cause fluctuations in the Company’s earnings.

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.

  • 14 -

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 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.

See Note 5 for a detailed discussion of pre-funded warrants issued in January 2025 and subsequent exercises. Outstanding pre-funded warrants are considered equity instruments and are reported in stockholders’ equity in the Company’scondensed consolidated balance sheets. The weighted average shares of Class A Common Stock outstanding includes theshares issuable upon exercise of the pre-funded warrants and are included in the determination of the Company’s basic and diluted net loss per share of Class A Common Stock.

For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the common stock equivalent securities would be antidilutive.

The following table shows the computation of basic and diluted net loss per share of Class A Common Stock for the three and nine months ended September 30, 2025, and 2024:

Three Months Ended September 30,Nine Months Ended September 30,
In Thousands, Except Share and Per Share Amounts2025202420252024
Numerator:
Net loss attributable to Cibus, Inc. stockholders$(23,541)$(179,968)$(95,799)$(228,286)
Denominator:
Weighted average shares of Class A common stock outstanding52,525,77623,536,74640,825,94522,055,979
Effect of pre-funded warrants400,00050,0002,438,64550,000
Weighted average shares of Class A common stock outstanding – basic and diluted52,925,77623,586,74643,264,59022,105,979
Basic and diluted net loss per share of Class A common stock$(0.44)$(7.63)$(2.21)$(10.33)

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 Warrantsand, together with the 2022 Common Warrants and 2024 Common Warrants, the Common Warrants), unvested restricted stock units, unvested restricted stock awards, and options to purchase Class A Common Stock, have been excluded from the computation of diluted net loss per share of Class A Common Stock as the effect would be antidilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share of Class A Common Stock is the same.

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

As of September 30,
20252024
Stock options outstanding1,383,856150,899
Unvested restricted stock units1,566,701115,541
Unvested restricted stock awards115,351392,097
Common warrants10,496,5231,456,523
Total13,562,4312,115,060
  • 15 -

2022 Common Warrants

The Common Warrants in the table above include 158,483 outstanding 2022 Common Warrants which expire on August 23, 2027, and are each exercisable forone 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 related transactions consummates a stock or share purchase agreement or other business combination with another person or group of persons whereby such other person or group acquires more than 50 percent of the voting power of the outstanding shares of Class A Common Stock (not including any shares of Class A Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination) (the Fundamental Change Put). If the Fundamental Change Put is exercised by the holder of a 2022 Common Warrant, holder may elect to receive either the consideration of the Fundamental Transaction or put the 2022 Common Warrants back to the Company in exchange for cash, based on terms and timing specified in the 2022 Common Warrant agreement. If the Fundamental Change Put option is exercised, the Company is required to pay cash to the holder in an amount as determined by the Black-Scholes pricing model, with assumptions determined in accordance with the terms of the 2022 Common Warrants.

2024 Common Warrants

The Common Warrants in the table above include 1,298,040 outstanding 2024 Common Warrants which, at the time of issuance, were 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 Mr. Riggs) until fully exercised, subject to beneficial ownership limitations, with an expiration date five years after their date of issuance. All of the 2024 Common Warrants were initially recorded as a liability in the Company’s condensed consolidated balance sheets. As of September 30, 2025,100,000 of the 2024 Common Warrants, which were not amended by the Warrant Amendment Agreement (defined below), remain classified as a liability in the Company’s condensed consolidated balance sheets.

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 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 tofive 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 of 1,100,000 2024 Common Warrants of $1.6 million in January 2025 and, further upon the Company obtaining the 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. In both cases, the difference between the fair value of the modified 2024 Common Warrants immediately prior to modification and immediately after modification was treated as equity issuance cost and recorded as a component of stockholders’ equity within additional paid-in capital in the accompanying condensed consolidated balance sheets.

2025 Common Warrants

The Common Warrants in the table above include 9,040,000 outstanding 2025 Common Warrants and have an exercise price of $2.50 per share of Class A Common Stock and became exercisable upon certain approvals from Cibus’ stockholders on May 22, 2025. The 2025 Common Warrants are exercisable forfive years following the May 22, 2025, stockholder approvals, subject to beneficial ownership limitations included in the terms of such securities. The 2025 Common Warrants are recorded as a component of stockholders’ equity within additional paid-in capital in the accompanying condensed consolidated balance sheets.

  • 16 -

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, net in its condensed consolidated statements of operations.

Segment Reporting

Cibus hasone reportable segment as it only reports operating results on an aggregated basis to the Interim Chief Executive Officer who serves as the Chief Operating Decision Maker (CODM). Cibus derives revenue and manages the business activities on a consolidated basis. For the three and nine months ended September 30, 2025, and 2024, all revenues from the Company’s external customers were derived, and all long-lived assets were located, in the United States. The operating segment revenues are derived from customers as a result of Cibus providing R&D services todevelop plant traits which are specific genetic characteristics in the DNA of a plant’s seed.

The CODM utilizes consolidated net loss in assessing performance and allocating resources by comparing net loss against prior periods and the Company’s forecast. The measure of segment assets is reported on the condensed consolidated balance sheets as total consolidated assets.

Segment financial information, including significant segment expenses, which are regularly provided to the CODM and included in net loss was as follows:

Three Months Ended September 30,Nine Months Ended September 30,
In Thousands2025202420252024
Revenue$615$1,667$2,582$3,050
Less:
Personnel expenses6,6417,61420,18922,129
Professional fees1,0272,4979,1589,030
Stock-based compensation1,8862,6876,3638,030
Goodwill impairment—181,43220,950181,432
Other segment expenses (1)6,4997,87420,87722,801
Total operating expenses16,053202,10477,537243,422
Loss from operations(15,438)(200,437)(74,955)(240,372)
Royalty liability interest expense - related parties(9,030)(8,875)(26,075)(25,953)
Other interest income, net158160383522
Non-operating income, net17,7064178,917
Income tax benefit (expense)6(13)(23)(23)
Total segment loss$(24,303)$(201,459)$(100,253)$(256,909)

(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

The Company invests its cash and cash equivalents in highly liquid securities and interest-bearing deposit accounts. The Company diversifies the risk associated with investing in securities by allocating its investments to a diverse portfolio of short-dated, high investment-grade securities, which it classifies as cash and cash equivalents that are recorded at fair value in its condensed consolidated financial statements. The Company maintains the credit risk in this portfolio in accordance with its internal policies and, if necessary, makes changes to investments to minimize credit risk. The Company has not experienced any counterparty credit losses. As of September 30, 2025, and 2024, the Company did not hold any short-term investments.

  • 17 -

The following table illustrates customer concentration as a percentage of total revenue:

Three Months Ended September 30,Nine Months Ended September 30,
Concentration of revenue greater than 10% of total company revenues2025202420252024
Customer A62.7%86.9%77.4%73.4%
Customer B22.0%8.1%15.6%12.2%
Customer C15.0%5.0%6.7%13.0%

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 balanceSeptember 30, 2025December 31, 2024
Customer A75.1%87.0%
Customer B24.9%13.0%

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.

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.

  1. FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE

Financial Instruments Measured at Fair Value and Financial Statement Presentation

The accounting guidance establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as of the measurement date as follows:

Level 1: Fair values are based on unadjusted quoted prices in active trading markets for identical assets and liabilities.

Level 2: Fair values are based on observable quoted prices other than those in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.

Level 3: Fair values are based on at least one significant unobservable input for the asset or liability.

The Company’s policy is to recognize transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. There were no transfers into or out of Level 3 during the nine months ended September 30, 2025, and 2024.

  • 18 -

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 September 30, 2025, and December 31, 2024, were as follows:

September 30, 2025 · December 31, 2024
Fair Value of AssetsFair Value of Assets
In ThousandsLevel 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Money market funds (1)$—$—$—$—$1,058$—$—$1,058
Total$—$—$—$—$1,058$—$—$1,058

(1) Included in cash and cash equivalents on the accompanying condensed consolidated balance sheets.

September 30, 2025 · December 31, 2024
Fair Value of LiabilitiesFair Value of Liabilities
In ThousandsLevel 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Common Warrants$—$—$59$59$—$—$2,268$2,268
Total$—$—$59$59$—$—$2,268$2,268

The following table summarizes the Common Warrants activity for the nine months ended September 30, 2025:

In ThousandsLevel 3 Fair Value of Liabilities
Balance as of December 31, 2024$2,268
Issued—
Reclassified to stockholders' equity(1,742)
Change in fair value(467)
Balance as of September 30, 2025$59

In January 2025, as a result of the Warrant Amendment Agreement, the Company reclassified the fair value of 1,100,000 2024 Common Warrants of $1.6 million 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. The change in fair value of the Class A common stock warrants liability related to these 2024 Common Warrants of $0.3 million between December 31, 2024, and January 24, 2025, is reflected in non-operating income, net in the Company’s condensed consolidated statements of operations for the nine months ended September 30, 2025.

Furthermore, as a result of the Company obtaining the requisite approval from its stockholders on May 22, 2025, with respect to those 2024 Common Warrants held by Mr. Riggs, the Company reclassified the fair value of 98,040 2024 Common Warrants of $0.1 million 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. The change in fair value of the Class A common stock warrants liability related to these 2024 Common Warrants of $0.1 million between March 31, 2025, and May 23, 2025, is reflected in non-operating income, net in the Company’s condensed consolidated statements of operations for the nine months ended September 30, 2025.

The following table summarizes the Common Warrants activity for the nine months ended September 30, 2024:

In ThousandsLevel 3 Fair Value of Liabilities
Balance as of December 31, 2023$1,418
Issued10,151
Change in fair value(8,908)
Balance as of September 30, 2024$2,661

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

  • 19 - does not pay dividends and does not expect to pay dividends in the foreseeable future.

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

As of September 30, 2025As of December 31, 2024
Estimated fair value of common warrants per share$0.01 - $0.57$0.39 - $1.70
Assumptions:
Risk-free interest rate3.6%4.2% - 4.3%
Expected volatility102.2% - 116.2%111.0% - 118.1%
Expected term to liquidation (in years)1.9 - 3.72.6 - 4.5

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 ModificationJanuary 2025 Modifications
Estimated fair value of common warrants per share (1) (2)$1.55$1.34 - $1.55
Assumptions:
Risk-free interest rate4.0%4.4%
Expected volatility111.9%111.4%
Expected term to liquidation (in years)4.14.4

(1) The May 23, 2025 Modification represents the 98,040 2024 Common Warrants held by Mr. Riggs, which were amended on May 23, 2025. The stock price immediately prior to the May 2025 Modification was $2.72 per share of Class A Common Stock.

(2) For the January 2025 Modifications, the $1.34 fair value per share represents the 550,000 2024 Common Warrants amended on January 22, 2025, and the $1.55 fair value per share represents 550,000 2024 Common Warrants amended on January 24, 2025. The stock price immediately prior to the January 2025 Modifications was $2.31 per share of Class A Common Stock and $2.60 per share of Class A Common Stock, respectively.

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

  1. PROPERTY, PLANT, AND EQUIPMENT, NET

Property, plant, and equipment, net consists of the following:

In Thousands, except useful lifeUseful Life(Years)As of September 30, 2025As of December 31, 2024
Property, plant, and equipment, net:
Buildings10 - 20$900$900
Leasehold improvementsshorter of lease term or useful life3,2574,256
Office furniture and equipment5 - 1015,11415,064
Computer equipment and software3 - 54,7374,520
Assets in progressN/A234216
Total property, plant, and equipment24,24224,956
Less accumulated depreciation and amortization(15,697)(13,517)
Total$8,545$11,439

Depreciation and amortization expense is as follows:

Three Months Ended September 30,Nine Months Ended September 30,
In Thousands2025202420252024
Depreciation and amortization expense$939$1,172$3,184$3,755
  • 20 -
  1. 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 is as follows:

In ThousandsGoodwill
Goodwill$585,266
Accumulated impairment losses(331,800)
Impairment for the nine months ending September 30, 2025(20,950)
Goodwill585,266
Accumulated impairment losses(352,750)
$232,516

During the nine months ended September 30, 2025, the Company determined its goodwill was impaired by $21.0 million, which was recorded in the accompanying condensed consolidated statements of operations. During the three and nine months ended September 30, 2024, the Company determined its goodwill was impaired by $181.4 million, which was recorded in the accompanying condensed consolidated statements of operations.

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 as of September 30, 2025, were as follows:

In ThousandsGross Carrying AmountAccumulated AmortizationIntangible Assets, Net
Developed technology$14,148$1,651$12,497
Trade name22,2302,59319,637
Total$36,378$4,244$32,134

Intangible assets as of December 31, 2024, were as follows:

In ThousandsGross Carrying AmountAccumulated AmortizationIntangible Assets, Net
Developed technology$14,148$1,120$13,028
Trade name22,2301,76020,470
Other1507080
Total$36,528$2,950$33,578
  • 21 -

Total amortization expense is as follows:

Three Months Ended September 30,Nine Months Ended September 30,
In Thousands2025202420252024
Amortization expense$455$458$1,364$1,375

As of September 30, 2025, future amortization expense is estimated as follows:

In ThousandsAmortization Expense
Remainder of 2025$455
20261,819
20271,819
20281,819
20291,819
20301,819
Thereafter22,584
Total future amortization expense$32,134
  1. STOCKHOLDERS’ EQUITY

2024 Common Warrants

In a follow-on offering in June of 2024, the Company issued 2024 Common Warrants to purchase up to 1,298,040 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 forfifteen 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 to 1,198,040 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 tofive 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 of 1,100,000 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 September 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) issued 4,340,000 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

  • 22 - 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 forfive 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 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 September 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 nine months ended September 30, 2025, were as follows:

Pre-Funded WarrantsWeighted Average ExercisePrice Per ShareCommon WarrantsWeighted Average ExercisePrice Per Share 1
Outstanding as of December 31, 202450,000$0.011,456,523$16.43
Issued4,700,0000.00019,040,0002.50
Forfeited/canceled————
Exercised(4,350,000)0.0002——
Outstanding as of September 30, 2025400,000$0.000110,496,523$3.58
Exercisable as of September 30, 2025400,000$0.000110,496,523$3.58

(1) In January 2025, the exercise price of 1,100,000 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 issued 15,714,285 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.

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 receivepro 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 aone-for-one basis, subject to certain restrictions. The holders of Up-C Units’ ownership of Common Units represents the noncontrolling interest.

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Up-C Unit exchanges during the three and nine months ended September 30, 2025, and 2024 were as follows:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Up-C Units exchanged by holders for Class A Common Stock14,518—23,07430,120

As of September 30, 2025, there were 54,264,505 Cibus Common Units outstanding. Of the 54,264,505 Cibus Common Units outstanding,52,566,650 are held by Cibus, Inc. and 1,697,855 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 issue 10,000,000 shares of preferred stock, par value $0.0001 per share. As of September 30, 2025, the Company hasnot issued any preferred stock.

  1. 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 September 30, 2025,2,903,794 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:

Nine Months Ended September 30,
20252024
Weighted average fair value of stock options granted$1.84$11.59
Assumptions:
Risk-free interest rate3.6% - 4.1%4.5%
Expected volatility106.2% - 110.5%99.8% - 102.5%
Expected term (in years)5.3 - 6.05.0 - 5.5

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

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Information on stock option activity is as follows:

Options ExercisableWeighted AverageExercise Price Per ShareOptions OutstandingWeighted Average Exercise Price Per Share
Balance as of December 31, 2024127,267$316.92572,264$75.44
Granted——861,4262.23
Vested116,2725.77——
Exercised————
Expired(8,834)369.25(8,834)369.25
Forfeited——(41,000)5.75
Balance as of September 30, 2025234,705$160.811,383,856$30.05

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

Three Months Ended September 30,Nine Months Ended September 30,
In Thousands2025202420252024
Stock-based compensation expense$314$78$859$346

As of September 30, 2025, options outstanding hadno aggregate intrinsic value and a weighted average remaining contractual term of 8.8 years. As of September 30, 2025, options exercisable hadno aggregate intrinsic value and a weighted average remaining contractual term of 6.1 years.

As of September 30, 2025, unrecognized compensation expense related to non-vested stock options was $2.5 million which has a weighted average remaining recognition period of 2.5 years.

Restricted Stock Awards

The Company granted awards of Class A Restricted Stock (RSAs), in connection with its merger with Cibus Global, to Cibus Global members who held unvested restricted profits interest units. The RSAs will continue to vest following their original vesting schedules over the remaining life of the awards which is generally 2 months tofour years after the date of grant.

Information on RSA activity is as follows:

Restricted Stock AwardsWeighted Average Grant Date Fair Value
Unvested balance as of December 31, 2024274,058$31.50
Granted——
Vested(135,621)31.50
Forfeited(23,086)31.50
Unvested balance as of September 30, 2025115,351$31.50

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

Three Months Ended September 30,Nine Months Ended September 30,
In Thousands2025202420252024
Fair value of shares vested$51$511$267$3,230
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There wereno RSAs granted during the nine months ended September 30, 2025, or 2024.

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

Three Months Ended September 30,Nine Months Ended September 30,
In Thousands2025202420252024
Stock-based compensation expense$1,101$2,418$4,137$7,274

As of September 30, 2025, unrecognized compensation expense related to RSAs was $3.6 million which has a weighted average remaining recognition period of 1.3 years.

Restricted Stock Units

The Company grants RSUs which generally vest over four years after the date of grant. Upon vesting, the RSUs are settled as shares of Class A Common Stock.

Information on RSU activity is as follows:

Restricted Stock UnitsWeighted Average Grant Date Fair Value
Unvested balance as of December 31, 2024779,861$7.62
Granted924,0131.90
Vested(100,603)11.33
Forfeited(36,570)5.75
Unvested balance as of September 30, 20251,566,701$4.05

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

Three Months Ended September 30,Nine Months Ended September 30,
In Thousands2025202420252024
Fair value of shares vested$86$—$209$629

The weighted average grant date fair value of RSUs granted during the nine months ended September 30, 2025, was $1.90. The weighted average grant date fair value of RSUs granted during the nine months ended September 30, 2024, was $18.60.

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

Three Months Ended September 30,Nine Months Ended September 30,
In Thousands2025202420252024
Stock-based compensation expense$471$191$1,367$410

As of September 30, 2025, unrecognized compensation expense related to RSUs was $5.1 million which has a weighted average remaining recognition period of 3.0 years.

Certain condensed consolidated statement of operations amounts were as follows:

Three Months Ended September 30,Nine Months Ended September 30,
In Thousands2025202420252024
Stock-based compensation expense:
Research and development$556$807$2,177$2,467
Selling, general, and administrative1,3301,8804,1865,563
Total$1,886$2,687$6,363$8,030
  • 26 -
  1. INCOME TAXES

The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a full valuation allowance for deferred tax assets due to the uncertainty that enough taxable income will be generated in the taxing jurisdiction to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred tax assets in the accompanying condensed consolidated financial statements.

The Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates, and tax planning opportunities available in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes. Current income taxes are recorded based on statutory obligations for the current operating period for the foreign jurisdictions in which the Company has operations. As such, the Company recorded a nominal income tax provision for foreign jurisdictions for the three and nine months ended September 30, 2025. No current income tax provision has been recorded for United States operations for the three and nine months ended September 30, 2025, due to the Company’s history of net operating losses, and the maintenance of a full valuation allowance against its deferred tax assets.

The Company has recorded a full valuation allowance against its net deferred tax assets as the realizability of the tax benefit is not at the more likely than not threshold. Since the benefit has not been recorded, the Company determined that the TRA liability is not probable and therefore no TRA liability has been recorded as of September 30, 2025.

As of September 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. There were no changes to the Company’s tax expense or effective income tax rate given the Company’s full valuation allowance position.

  1. 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 September 30,Nine Months Ended September 30,
In Thousands2025202420252024
Finance lease costs$29$30$89$145
Operating lease costs1,6431,8395,2905,208
Total$1,672$1,869$5,379$5,353

Operating lease costs for short-term leases was not material for the three and nine months ended September 30, 2025, or 2024.

Supplemental cash flow information related to leases was as follows:

Nine Months Ended September 30,
In Thousands20252024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows (operating leases)$4,162$3,448
Financing cash flows (finance leases)$120$174

Supplemental balance sheet information related to leases was as follows:

As of September 30, 2025As of December 31, 2024
OperatingFinancingOperatingFinancing
Weighted average remaining lease term (years)9.30.910.00.8
Weighted average discount rate7.5%10.6%7.5%10.6%
  • 27 -

As of September 30, 2025, future minimum payments under operating leases were as follows:

In ThousandsOperating
Remainder of 2025$1,270
20265,046
20275,046
20285,081
20294,905
Thereafter25,316
Less: interest(13,493)
Total$33,171
Current portion$2,703
Noncurrent portion$30,468

Litigation and Claims

From time-to-time, the Company may be involved in legal proceedings arising in the ordinary course of business.

The Company is not a party to any material pending legal proceedings as of September 30, 2025. Notwithstanding the foregoing, based on an unexpected decision from the Ninth Circuit Court of Appeals, the Company has accrued $2.6 million for litigation liability. This amount represents a repayment to be made in the fourth quarter of 2025 of insurance coverage proceeds previously awarded to the Company.

  1. ROYALTY LIABILITY - RELATED PARTIES

As of September 30, 2025, the Royalty Liability reflected an effective yield of 16.5 percent and the amount of aggregated, but unpaid, Royalty Payments is $0.6 million. As of December 31, 2024, the Royalty Liability reflected an effective yield of 16.6 percent.

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

In ThousandsRoyalty Liability - Related Parties
Balance as of December 31, 2024$199,442
Interest expense recognized26,075
Balance as of September 30, 2025$225,517

The following table summarizes the Royalty Liability activity for the nine months ended September 30, 2024:

In ThousandsRoyalty Liability - Related Parties
Balance as of December 31, 2023$165,252
Interest expense recognized25,953
Balance as of September 30, 2024$191,205
  1. SUPPLEMENTAL INFORMATION

Supplemental condensed consolidated statement of cash flows information is as follows:

Nine Months Ended September 30,
In Thousands20252024
Interest paid$62$94
  • 28 -

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

Nine Months Ended September 30,
In Thousands20252024
Property, plant, and equipment acquired through assuming liabilities$12$239
Unpaid stock offering costs included in stockholders’ equity$1,512$342
Class A common stock warrants reclassification from liability to stockholders' equity$1,742$—
Purchase of insurance through vendor financing$723$—
Establishment of operating lease right-of-use assets and associated operating lease liabilities$—$16,491
  1. 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 September 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 September 30,Nine Months Ended September 30,
In Thousands2025202420252024
Collaboration agreement revenue recognized$386$1,447$2,000$2,238

As of September 30, 2025, the cumulative amount of consideration allocated to the performance obligation and revenue recognized under the P&G agreement is $6.5 million.

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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.