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Cibus, Inc.

For the period ended Mar 31, 2026. Filed May 14, 2026.

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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.

Mar 31, 2026 · Filed May 14, 2026

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

CONDENSED CONSOLIDATED BALANCE SHEETS

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

March 31, 2026December 31, 2025
Assets
Current assets:
Cash and cash equivalents$30,325$9,923
Accounts receivable1,703503
Prepaid expenses and other current assets1,0411,643
Total current assets33,06912,069
Property, plant, and equipment, net5,6426,300
Operating lease right-of-use assets20,92721,557
Intangible assets, net31,22431,679
Goodwill232,516232,516
Other non-current assets824926
Total assets$324,202$305,047
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable$5,410$8,070
Accrued expenses2,0271,946
Accrued compensation3,0113,061
Deferred revenue449536
Current portion of notes payable194435
Current portion of operating lease obligations2,7642,731
Class A common stock warrants8979
Total current liabilities13,94416,858
Notes payable, net of current portion7393
Operating lease obligations, net of current portion29,07629,783
Royalty liability - related parties244,044234,923
Other non-current liabilities1,5851,561
Total liabilities288,722283,218
Commitments and contingencies (See Note 8)
Stockholders’ equity:
Class A common stock, $0.0001 par value; 210,000,000 shares authorized; 76,571,627 shares issued and 76,283,095 shares outstanding as of March 31, 2026, and 54,604,232 shares issued and 54,325,852 shares outstanding as of December 31, 20251311
Class B common stock, $0.0001 par value; 90,000,000 shares authorized; no shares issued and outstanding as of March 31, 2026, and December 31, 2025——
Additional paid-in capital917,136882,171
Class A common stock in treasury, at cost; 225,891 shares as of March 31, 2026, and 193,195 shares as of December 31, 2025(2,221)(2,141)
Accumulated deficit(879,473)(858,251)
Accumulated other comprehensive income2539
Total stockholders’ equity35,48021,829
Total liabilities and stockholders’ equity$324,202$305,047
  • 4 -

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

Three Months Ended March 31,
20262025
Revenue:
Revenue$1,681$1,034
Total revenue1,6811,034
Operating expenses:
Research and development8,71711,799
Selling, general, and administrative5,0849,856
Goodwill impairment—20,950
Total operating expenses13,80142,605
Loss from operations(12,120)(41,571)
Royalty liability interest expense - related parties(9,121)(8,377)
Other interest income, net28119
Non-operating (expense) income, net(2)439
Loss before income taxes(21,215)(49,390)
Income tax expense(7)(2)
Net loss$(21,222)$(49,392)
Net loss attributable to noncontrolling interest—(2,506)
Net loss attributable to Cibus, Inc. stockholders$(21,222)$(46,886)
Basic and diluted net loss per share of Class A common stock$(0.33)$(1.34)
Weighted average shares of Class A common stock outstanding – basic and diluted65,202,24435,052,692
  • 5 -

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited and in Thousands)

Three Months Ended March 31,
20262025
Net loss$(21,222)$(49,392)
Foreign currency translation adjustments(14)13
Comprehensive loss(21,236)(49,379)
Comprehensive loss attributable to noncontrolling interest—(2,505)
Comprehensive loss attributable to Cibus, Inc. stockholders$(21,236)$(46,874)
  • 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 EndedMarch 31, 2026SharesAmountSharesAmountAdditionalPaid-InCapitalSharesinTreasuryAccumulatedDeficitAccumulated Other Comprehensive Income (loss)Total Cibus, Inc. Stockholders’ Equity
Balance at December 31, 202554,325,852$11—$—$882,171$(2,141)$(858,251)$39$21,829
Net loss——————(21,222)—(21,222)
Stock-based compensation————1,571———1,571
Issuance of common stock upon vesting of restricted stock awards and units176,531————————
Issuance of common stock in registered offering, net21,813,4082——33,394———33,396
Shares withheld for payment of minimum employee taxes withheld upon net share settlement of restricted stock units(32,696)————(80)——(80)
Foreign currency translation adjustments———————(14)(14)
Balance at March 31, 202676,283,095$13—$—$917,136$(2,221)$(879,473)$25$35,480
Class A Common Stock · Class B Common Stock
Three Months EndedMarch 31, 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$92,157$—$92,157
Net loss———————(46,886)—(46,886)(2,506)(49,392)
Stock-based compensation—————2,499———2,499—2,499
Issuance of common stock upon vesting of restricted stock awards and units—75,522——————————
Issuance of common stock and pre-funded warrants in registered offering, net—4,340,000———21,430———21,430—21,430
Issuance of common stock upon exercise of pre-funded warrants—300,000——————————
Reclassification of common warrant liability to stockholders’ equity—————1,589———1,589—1,589
Shares withheld for payment of minimum employee taxes withheld upon net share settlement of restricted stock units—(5,363)————(13)——(13)—(13)
Reclassification of redeemable noncontrolling interest(5,674)—————————5,6745,674
Change in noncontrolling interest including issuance of common stock upon exchange of common units—8,556—(8,556)—(514)———(514)514—
Foreign currency translation adjustments————————1212113
Balance at March 31, 2025$—32,657,738$91,712,373$—$850,302$(2,012)$(778,052)$27$70,274$3,683$73,957
  • 7 -

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited and in Thousands)

Three Months Ended March 31,
20262025
Operating activities
Net loss$(21,222)$(49,392)
Adjustments to reconcile net loss to net cash used in operating activities:
Royalty liability interest expense - related parties9,1218,377
Goodwill impairment—20,950
Depreciation and amortization1,1971,634
Stock-based compensation1,5712,499
Loss on disposal of assets, net480
Change in fair value of liability classified Class A common stock warrants10(462)
Other(4)21
Changes in operating assets and liabilities:
Accounts receivable(1,200)91
Prepaid expenses and other current assets591309
Accounts payable(1,288)995
Accrued expenses(176)3,135
Accrued compensation(57)(745)
Deferred revenue(89)(71)
Right-of-use assets and lease obligations, net(44)688
Other assets and liabilities, net10064
Net cash used in operating activities(11,486)(11,827)
Investing activities
Proceeds from sales of property, plant, and equipment43—
Purchases of property, plant, and equipment(115)(291)
Net cash used in investing activities(72)(291)
Financing activities
Proceeds from issuances of securities37,25522,599
Costs incurred related to issuances of securities(4,950)(1,169)
Payment of taxes related to restricted stock units withheld from employees(80)(13)
Repayments of notes payable(261)(148)
Net cash provided by financing activities31,96421,269
Effect of exchange rate changes on cash and cash equivalents(4)3
Net increase in cash and cash equivalents20,4029,154
Cash and cash equivalents – beginning of period9,92314,433
Cash and cash equivalents – end of period$30,325$23,587
  • 8 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

  1. NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business and Organization

Cibus, Inc. (Cibus or the Company)carries on its business through Cibus Global, LLC (Cibus Global) and its subsidiaries. Cibus Global is a plant trait company using gene editing technologies to develop and license gene edited plant traits that improve farming productivity or produce renewable low carbon plant products. Cibus’ primary business is the development of plant traits for some of the world’s major agricultural food crops that help address specific productivity, profitability, sustainability, or yield challenges in farming. As the Company is still developing its technology and products, it has not yet begun earning royalty revenues.

Cibus Global, a Delaware limited liability company, was formed on May 10, 2019. Immediately prior to the effective date of this formation, Cibus Global was organized as a British Virgin Islands company (Cibus Global, Ltd.), which was formed on September 11, 2008.

The Company was organized in an “Up-C” structure, and the Company’s only material asset consists of common membership units of Cibus Global (Common Units). The Company’s amended and restated certificate of incorporation 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 was paired with a Common Unit (collectively, an Up-C Unit). As of December 31, 2025, there wereno remaining Common Unit holders of the noncontrolling interest of Cibus Global and 100 percent of the Common Units of Cibus Global are held by Cibus.

Basis of Presentation

The unaudited condensed consolidated financial statements of Cibus, Inc. have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP or GAAP) for interim financial information and the rules and regulations of the Securities and Exchange Commission (SEC) applicable to interim financial statements and has included the accounts of Cibus and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In the Company’s opinion, the accompanying condensed consolidated financial statements reflect all adjustments necessary for a fair statement of its statements of financial position, results of operations, and cash flows for the periods presented but they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Except as otherwise disclosed herein, these adjustments consist of normal recurring items. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole or any other interim period.

For further information, refer to the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 17, 2026 (Annual Report). The accompanying condensed consolidated balance sheet as of December 31, 2025, was derived from the audited consolidated financial statements. This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Annual Report.

Going Concern

The Company has incurred losses since its inception. The Company’s net loss was $21.2 million and cash used in operating activities was $11.5 million for the three months ended March 31, 2026. 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 March 31, 2026, the Company had $30.3 million of cash and cash equivalents and $13.9 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.

In underwritten public offerings in January 2026 (January 2026 Follow-On Offering) and in March 2026 (March 2026 Follow-On Offering), the Company received net proceeds of approximately $19.8 million and $13.6 million, respectively, after deducting approximately $2.5 million and $1.4 million, respectively, for underwriting discounts and commissions and certain other offering expenses payable by the Company.

  • 9 -

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. Management will need to raise additional capital to support its business plans to continue as a going concern within one year after the date that these financial statements are issued. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.

On March 12, 2026, in furtherance of the Company’s Board-approved streamlining efforts and in addition to actions taken by the Company in prior years, the Company conducted an additional reduction in workforce of 15 full-time employees, effective as of March 13, 2026. The Company incurred approximately $0.4 million of one-time cash expense in the first quarter of 2026, of which approximately $0.3 million was related to accrued vacation and paid in the first quarter of 2026 and approximately $0.1 million was related to one-time severance expense and will be paid in the second quarter of 2026. In addition, the Company incurred one-time non-cash stock compensation expense of approximately $0.1 million related to accelerated stock awards in the first quarter of 2026, and it will additionally incur approximately $0.1 million in the second quarter of 2026. These expenses were, or will be, recorded within operating expenses in the accompanying condensed consolidated statements of operations. The Company will incur and pay approximately $0.1 million of one-time cash expense related to shares withheld for payment of minimum employee taxes withheld upon net share settlement of restricted stock units in the second quarter of 2026, which will be recorded within class A common stock in treasury, at cost in the accompanying condensed consolidated balance sheets.

These cost reduction initiatives alone will not be sufficient to forestall a cash deficit. If the Company is unable to raise additional capital in a sufficient amount or on acceptable terms, the Company may have to implement additional, more stringent cost reduction measures to manage liquidity, and the Company may have to significantly delay, scale back, or cease operations, in part or in full. If the Company raises additional funds through the issuance of additional debt or equity securities, including as part of a strategic alternative, it could result in substantial dilution to its existing stockholders and increased fixed payment obligations, and these securities may have rights senior to those of the Company’s shares of common stock. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance of these condensed consolidated 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 leases, valuation of warrant liabilities, and the valuation of the Royalty Liability (which refers to the Company’s future royalty payment obligations that the Company undertook to provide to certain investors, including related parties, in exchange for certain warrants that these investors acquired in financing transactions in November 2013 and December 2014 and subsequently surrendered to Cibus Global).

Contract Assets and Liabilities

Contract assets primarily include amounts related to contractual rights to consideration for completed performance not yet invoiced. The Company recognized $0.1 million in contract assets as of March 31, 2026. There was $0.2 million in contract assets as of December 31, 2025, which are included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets.

The Company records contract liabilities when cash payments are received or due in advance of performance, primarily related to advances of upfront and milestone payments from contract research and collaboration agreements. Contract liabilities consist of deferred revenue on the accompanying condensed consolidated balance sheets. The Company expects to recognize the amounts included in deferred revenues within one year.

The following table represents the deferred revenue activity for the three months ended March 31, 2026, and 2025:

In Thousands20262025
Balance as of December 31,$536$932
Unearned revenue from cash received during the period444802
Revenue recognized that was included in the balance at the beginning of the period(531)(871)
Balance as of March 31,$449$863
  • 10 -

Net Loss Per Share of Class A Common Stock

Weighted average shares of Class A Common Stock outstanding excludes unvested Class A Common Stock, which will be treated as outstanding for financial statement presentation purposes only after such awards have vested and, therefore, have ceased to be subject to a risk of forfeiture. Accordingly, unvested shares of Class A Restricted Stock (as defined below) are excluded from the calculation of net loss per share of Class A Common Stock.

See Note 5 for a detailed discussion of pre-funded warrants issued in January 2025 and subsequent exercises. Outstanding pre-funded warrants are considered equity instruments and are reported in stockholders’ equity in the Company’s consolidated balance sheets. The weighted average shares of Class A Common Stock outstanding includes 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 months ended March 31, 2026, and 2025:

Three Months Ended March 31,
In Thousands, Except Share and Per Share Amounts20262025
Numerator:
Net loss attributable to Cibus, Inc. stockholders$(21,222)$(46,886)
Denominator:
Weighted average shares of Class A common stock outstanding64,802,24430,602,692
Effect of pre-funded warrants400,0004,450,000
Weighted average shares of Class A common stock outstanding – basic and diluted65,202,24435,052,692
Basic and diluted net loss per share of Class A common stock$(0.33)$(1.34)

The Company’s potential dilutive securities, which include common stock warrants, unvested restricted stock units, unvested restricted stock awards, and options to purchase Class A Common Stock, have been excluded from the computation of diluted net loss per share of Class A Common Stock as the effect would be antidilutive. Therefore, the weighted average number of 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 March 31,
20262025
Stock options outstanding1,434,6331,152,764
Unvested restricted stock units1,171,2641,074,930
Unvested restricted stock awards62,641192,288
Common warrants10,496,5231,456,523
Total13,165,0613,876,505

Segment Reporting

Cibus hasone operating and reportable segment. The Chief Operating Decision Maker (CODM) is the Interim Chief Executive Officer who manages business activities, assesses performance, and allocates resources on a consolidated basis. For the three months ended March 31, 2026, and 2025, all revenues from the Company’s external customers were derived, and all long-lived assets were located, in the United States. The operating segment revenues are derived from customers as a result of Cibus providing research and development (R&D) services 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.

  • 11 -

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 March 31,
In Thousands20262025
Revenue$1,681$1,034
Less:
Personnel expenses5,7886,761
Professional fees1,3245,423
Stock-based compensation1,5712,499
Goodwill impairment—20,950
Other segment expenses (1)5,1186,972
Total operating expenses13,80142,605
Loss from operations(12,120)(41,571)
Royalty liability interest expense - related parties(9,121)(8,377)
Other interest income, net28119
Non-operating (expense) income, net(2)439
Income tax expense(7)(2)
Total segment loss$(21,222)$(49,392)

(1) Other segment expenses are primarily comprised of facilities and asset related expenses such as rent, asset depreciation and amortization, utilities, property taxes, and repairs and maintenance and also include insurance, dues and subscriptions, licenses, lab supplies, product development, and travel.

Recently Issued Accounting Pronouncements

From time-to-time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective are not expected to have a material impact on the Company’s financial position, results of operations, or cash flows upon adoption.

  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 three months ended March 31, 2026, and 2025.

  • 12 -

Financial Instruments Required to be Carried at Fair Value

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

March 31, 2026 · December 31, 2025
Fair Value of LiabilitiesFair Value of Liabilities
In ThousandsLevel 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Common warrants$—$—$89$89$—$—$79$79
Total$—$—$89$89$—$—$79$79

The following table summarizes the common warrants activity for the three months ended March 31, 2026:

In ThousandsLevel 3 Fair Value of Liabilities
Balance as of December 31, 2025$79
Change in fair value10
Balance as of March 31, 2026$89

The following table summarizes the common warrants activity for the three months ended March 31, 2025:

In ThousandsLevel 3 Fair Value of Liabilities
Balance as of December 31, 2024$2,268
Reclassified to stockholders’ equity(1,589)
Change in fair value(462)
Balance as of March 31, 2025$217

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

The Company estimates the fair value of the liability classified common warrants as of the date of issuance and at the end of every reporting period using a Black-Scholes option pricing model, which requires it to make assumptions regarding future stock price volatility and dividend yield. The Company estimates the risk-free interest rate based on the United States Treasury zero-coupon yield curve for the remaining life of the common warrants. The Company uses its own historical stock price volatility, over the remaining life of the common warrants. The Company does not pay dividends and does not expect to pay dividends in the foreseeable future.

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

As of March 31, 2026As of December 31, 2025
Estimated fair value of common warrants per share$0.02 - $0.86$0.01 - $0.77
Assumptions:
Risk-free interest rate3.7% - 3.8%3.4% - 3.6%
Expected volatility113.6% - 114.5%103.8% - 114.3%
Expected term to liquidation (in years)1.4 - 3.21.6 - 3.5

As of March 31, 2026, and 2025, the Company had no other financial instruments measured at fair value.

  • 13 -
  1. PROPERTY, PLANT, AND EQUIPMENT, NET

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

In Thousands, except useful lifeUseful Life(Years)As of March 31, 2026As of December 31, 2025
Property, plant, and equipment, net:
Buildings10 - 20$900$900
Leasehold improvementsshorter of lease term or useful life2,4582,458
Office furniture and equipment5 - 1015,09115,091
Computer equipment and software3 - 54,8924,737
Assets in progressN/A42155
Total property, plant, and equipment23,38323,341
Less accumulated depreciation and amortization(17,741)(17,041)
Total$5,642$6,300

Depreciation and amortization expense is as follows:

Three Months Ended March 31,
In Thousands20262025
Depreciation and amortization expense$715$1,152
  1. GOODWILL AND INTANGIBLE ASSETS

Goodwill

There wasno change to the Company’s goodwill during the three months ended March 31, 2026.

Goodwill activity is as follows for the three months ended March 31, 2025:

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

During the first quarter of 2025, the Company experienced a triggering event and assessed its goodwill for impairment. The Company considered the decline in its stock price since its last assessment of goodwill and concluded it was more likely than not that its goodwill would be impaired. The Company then performed a quantitative analysis and concluded that its goodwill was impaired. Management makes critical assumptions and estimates in completing impairment assessments of goodwill. The Company utilized the discounted cash flow method to calculate the fair value of the reporting unit. The Company’s future cash flow projections include assumptions on variables such as future royalties and operating margins, economic conditions, probability of success, market competition, inflation, and discount rates. In addition, the Company compares the fair value of the reporting unit to the Company’s overall market capitalization. The Company utilized its most recent cash flow projections in combination with the Company’s stock price as of March 31, 2025, to calculate the fair value of the reporting unit using a long-term growth rate of 3 percent and a discount rate of 47 percent, which are Level 3 fair value measurements. The Company determined its goodwill was impaired by $21.0 million, which is recorded in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2025.

The Company’s gross amount of goodwill prior to accumulated impairment losses as of March 31, 2026, and 2025, was $585.3 million. The Company’s accumulated goodwill impairment loss as of March 31, 2026, and 2025, was $352.8 million.

A triggering event that could indicate impairment and necessitate an evaluation of goodwill includes, but is not limited to, macroeconomic conditions, industry and market considerations, increases in Cibus’ costs, commercial performance relative to strategic initiatives, adverse regulatory developments, or the decline in Cibus’ market capitalization.

  • 14 -

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 March 31, 2026, were as follows:

In ThousandsGross Carrying AmountAccumulated AmortizationIntangible Assets, Net
Developed technology$14,148$(2,005)$12,143
Trade name22,230(3,149)19,081
Total$36,378$(5,154)$31,224

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

In ThousandsGross Carrying AmountAccumulated AmortizationIntangible Assets, Net
Developed technology$14,148$(1,828)$12,320
Trade name22,230(2,871)19,359
Total$36,378$(4,699)$31,679

Total amortization expense is as follows:

Three Months Ended March 31,
In Thousands20262025
Amortization expense$455$455

As of March 31, 2026, future amortization expense is estimated as follows:

In ThousandsAmortization Expense
Remainder of 2026$1,364
20271,819
20281,819
20291,819
20301,819
20311,819
Thereafter20,765
Total future amortization expense$31,224
  1. STOCKHOLDERS’ EQUITY

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.

  • 15 -

Warrant transactions for the three months ended March 31, 2026, were as follows:

Pre-Funded WarrantsWeighted Average ExercisePrice Per ShareCommon WarrantsWeighted Average ExercisePrice Per Share
Outstanding as of December 31, 2025400,000$0.000110,496,523$3.58
Issued————
Forfeited/canceled————
Exercised————
Outstanding as of March 31, 2026400,000$0.000110,496,523$3.58
Exercisable as of March 31, 2026400,000$0.000110,496,523$3.58

January 2026 SEC-Registered Public Offering

In the January 2026 Follow-On Offering, the Company issued 14,836,664 shares of its Class A Common Stock including 333,333 shares issued to Mr. Riggs. The offering price for each share of Class A Common Stock was $1.50. The Company received net proceeds related to the January 2026 Follow-On Offering of approximately $19.8 million after deducting approximately $2.5 million for underwriting discounts and commissions and certain other offering expenses payable by the Company.

March 2026 SEC-Registered Public Offering

In the March 2026 Follow-On Offering, the Company issued 6,976,744 shares of its Class A Common Stock. The offering price for each share of Class A Common Stock was $2.15. The Company received net proceeds related to the March 2026 Follow-On Offering of approximately $13.6 million after deducting approximately $1.4 million for underwriting discounts and commissions and certain other offering expenses payable by the Company.

Class A Common Stock

Shares of Class A Common Stock have full voting and economic rights. Unvested shares of Class A Restricted 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 Stock are subject to transfer restrictions and (ii) dividends and distributions are held by the Company until vesting of the underlying shares of Class A Restricted Stock and remain subject to the same forfeiture provisions as such shares.

Class A Restricted Stock

Restricted shares of Class A Common Stock (Class A Restricted Stock) are considered to be legally issued and outstanding as of the date of grant, notwithstanding that these shares remain subject to risk of forfeiture if the vesting conditions for such shares are not met. For financial statement presentation purposes, Class A Restricted Stock is treated as issued, but will only be treated as outstanding after such awards have vested and, therefore, have ceased to be subject to a risk of forfeiture. Accordingly, unvested shares of Class A Restricted Stock are excluded from the calculation of basic net loss per share of Class A Common Stock.

Class B Common Stock

Shares of Class B Common Stock have full voting rights. Shares of Class B Common Stock have no economic rights and do not participate in dividends or undistributed earnings. However, holders of Class B Common Stock hold a corresponding number of economic, non-voting Common Units through which they would receivepro rata distributions from Cibus Global. No shares of Class B Common Stock were outstanding as of March 31, 2026.

Cibus Global Common Units

The Company’s exchange agreement set forth the terms and conditions upon which holders of Up-C Units, comprising an equal number of shares of Class B Common Stock and Cibus Global Common Units, could exchange such Up-C Units for shares of Class A Common Stock. The Up-C Units were generally exchangeable for shares of Class A Common Stock on aone-for-one basis, subject to certain restrictions. The holders of Up-C Units’ ownership of Common Units represented the noncontrolling interest.

Up-C Unit exchanges during the three months ended March 31, 2026, and 2025 were as follows:

Three Months Ended March 31,
20262025
Up-C Units exchanged by holders for Class A Common Stock—8,556
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As of March 31, 2026, there were 76,283,095 Cibus Global Common Units outstanding. Of the 76,283,095 Cibus Global Common Units outstanding, all are held by Cibus, Inc. as there areno remaining 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 March 31, 2026, 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 March 31, 2026,2,951,224 shares were available for grant in the form of stock options, restricted stock, RSUs, and PSUs under the 2017 Plan. In March 2026, the Board authorized an additional 4,080,827 shares for issuance pursuant to the 2017 Plan, which shares may be issued pursuant to the 2017 Plan upon registration with the SEC. 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:

Three Months Ended March 31,
20262025
Weighted average fair value of stock options granted$1.84$1.83
Assumptions:
Risk-free interest rate3.6%4.1%
Expected volatility109.7%106.2% - 106.6%
Expected term (in years)5.06.0

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

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, 2025382,808$99.711,358,797$30.25
Granted——81,1412.30
Vested151,1302.60——
Exercised————
Expired(5,305)352.41(5,305)352.41
Forfeited————
Balance as of March 31, 2026528,633$69.411,434,633$27.48
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Stock-based compensation expense related to stock option awards is as follows:

Three Months Ended March 31,
In Thousands20262025
Stock-based compensation expense$455$232

As of March 31, 2026, options outstanding had a $0.1 million aggregate intrinsic value and a weighted average remaining contractual term of 8.2 years. As of March 31, 2026, options exercisable hadno aggregate intrinsic value and a weighted average remaining contractual term of 7.0 years.

As of March 31, 2026, unrecognized compensation expense related to non-vested stock options was $1.5 million which has a weighted average remaining recognition period of 2.2 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 generallytwo 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, 202585,185$31.50
Granted——
Vested(21,235)31.50
Forfeited(1,309)31.50
Unvested balance as of March 31, 202662,641$31.50

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

Three Months Ended March 31,
In Thousands20262025
Fair value of shares vested$54$131

There wereno RSAs granted during the three months ended March 31, 2026, or 2025.

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

Three Months Ended March 31,
In Thousands20262025
Stock-based compensation expense$619$1,840

As of March 31, 2026, unrecognized compensation expense related to RSAs was $1.8 million which has a weighted average remaining recognition period of 0.9 years.

Restricted Stock Units

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

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Information on RSU activity is as follows:

Restricted Stock UnitsWeighted Average Grant Date Fair Value
Unvested balance as of December 31, 20251,359,207$3.73
Granted——
Vested(155,296)5.01
Forfeited(32,647)2.75
Unvested balance as of March 31, 20261,171,264$3.59

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

Three Months Ended March 31,
In Thousands20262025
Fair value of shares vested$400$34

There wereno RSUs granted during the three months ended March 31, 2026, and the weighted average grant date fair value of RSUs granted during the three months ended March 31, 2025, was $2.53.

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

Three Months Ended March 31,
In Thousands20262025
Stock-based compensation expense$497$427

As of March 31, 2026, unrecognized compensation expense related to RSUs was $3.3 million which has a weighted average remaining recognition period of 2.6 years.

Certain consolidated statement of operations amounts were as follows:

Three Months Ended March 31,
In Thousands20262025
Stock-based compensation expense:
Research and development$528$968
Selling, general, and administrative1,0431,531
Total$1,571$2,499
  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 months ended March 31, 2026. No current income tax provision has been recorded for United States operations for the three months ended March 31, 2026, due to the Company’s history of net operating losses, and the maintenance of a full valuation allowance against its deferred tax assets.

The Company has recorded a full valuation allowance against its net deferred tax assets as the realizability of the tax benefit is not at the more likely than not threshold. Since the benefit has not been recorded, the Company determined that the liability associated with the

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Company’s Tax Receivables Agreement (TRA), dated May 31, 2023, is not probable and therefore no TRA liability has been recorded as of March 31, 2026.

As of March 31, 2026, there were no material changes to what the Company disclosed regarding tax uncertainties or penalties as of December 31, 2025.

  1. LEASES, COMMITMENTS, AND CONTINGENCIES

Leases

The Company’s financing lease right-of-use (ROU) asset is included in other non-current assets in the condensed consolidated balance sheets.

The components of lease expense were as follows:

Three Months Ended March 31,
In Thousands20262025
Finance lease costs$27$30
Operating lease costs1,2201,527
Variable lease costs7711,008
Total$2,018$2,565

Operating lease costs for short-term leases was not material for the three months ended March 31, 2026, or 2025.

Supplemental cash flow information related to leases was as follows:

Three Months Ended March 31,
In Thousands20262025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows (operating leases)$1,264$495

Supplemental balance sheet information related to leases was as follows:

As of March 31, 2026As of December 31, 2025
OperatingFinancingOperatingFinancing
Weighted average remaining lease term (years)8.90.49.10.7
Weighted average discount rate7.5%10.6%7.5%10.6%

As of March 31, 2026, future minimum payments under operating leases were as follows:

In ThousandsOperating
Remainder of 2026$3,781
20275,045
20285,081
20294,905
20305,004
Thereafter20,312
Less: interest(12,288)
Total$31,840
Current portion$2,764
Noncurrent portion$29,076
  • 20 -

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 March 31, 2026.

  1. ROYALTY LIABILITY - RELATED PARTIES

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

The following table summarizes the Royalty Liability activity for the three months ended March 31, 2026, and 2025:

In Thousands20262025
Balance as of December 31,$234,923$199,442
Interest expense recognized9,1218,377
Balance as of March 31,$244,044$207,819
  1. SUPPLEMENTAL INFORMATION

Supplemental consolidated statement of cash flows information is as follows:

Three Months Ended March 31,
In Thousands20262025
Interest paid$11$19

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

Three Months Ended March 31,
In Thousands20262025
Property, plant, and equipment acquired through assuming liabilities$—$27
Unpaid stock offering costs included in accounts payable$217$—
Unpaid stock offering costs included in accrued expenses$204$—
Class A common stock warrants reclassification from liability to stockholders’ equity$—$1,589
  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 partially funding and/or supporting a multi-year program to develop low carbon ingredients or materials aimed at reducing impacts on the environment during production, use, or disposal. As of March 31, 2026, the Company had $0.4 million of deferred revenue from R&D activities under the P&G agreement. The Company has determined the P&G agreement should be accounted for under Topic 606.

Revenue recognized in the condensed consolidated statements of operations related to the collaboration agreement is as follows:

Three Months Ended March 31,
In Thousands20262025
Collaboration agreement revenue recognized$1,436$869
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As of March 31, 2026, the cumulative amount of consideration allocated to the performance obligation and revenue recognized under the P&G agreement is $8.8 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.