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What changed in Cibus, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Cibus, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+475 added−466 removedSource: 10-K (2026-03-17) vs 10-K (2025-03-20)

Top changes in Cibus, Inc.'s 2025 10-K

475 paragraphs added · 466 removed · 266 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

95 edited+156 added−74 removed79 unchanged
Biggest changeThe chart below, prepared based on information available from the Canola Council of Canada, models the impact of Sclerotinia on crop loss and the potential trait fees that could be earned for the Sclerotinia resistance trait, as compared to the cost of fungicide needed to prevent potential crop loss: The Breeding Challenge that the Trait Machine Process Addresses Historically, the introduction of desirable traits in plants was achieved by major seed companies using conventional breeding or by employing transgenic processes.
Biggest changeThe Breeding Challenge that the Trait Machine Process Addresses Historically, the introduction of desirable traits in plants was achieved by major seed companies using conventional breeding or by employing transgenic processes. Both conventional breeding and transgenic bioengineering require substantial development time frames.
Based on the underlying positive economics of the Bt trait, it is estimated by AgBioInvestor that the average trait fee paid by farmers for the Bt traits is $10-$20 per acre, with aggregate trait fees estimated at approximately $2.6 billion in corn, $0.7 billion in cotton, and $0.5 billion in soy.
Based on the underlying positive economics of the Bt trait, it is estimated by AgBioInvestor that the average trait fee paid by farmers for the Bt traits is $10-$20 per acre, with aggregate trait fees estimated at approximately $2.6 billion in corn, $0.7 billion in cotton, and $0.5 billion in soy.
While many countries have updated regulations to distinguish between gene editing and GMO technology, many others are still in the process of updating guidelines or may not have begun the process formally.
While many countries have updated regulations to distinguish between gene editing and GMO technology, others are still in the process of updating guidelines or may not have begun the process formally.
Analysis using comparative genomics allows the Company’s scientists to understand and associate those sequences with important plant traits. Cibus has a team of informatics specialists that use computational biology and AI using the Company’s systems approach to plant genetic data to identify key sequence differences in targets that represent potential candidates or components for its traits.
Analysis using comparative genomics allows the Company’s scientists to understand and associate those sequences with important plant traits. Cibus has a team of informatics specialists that use computational biology using the Company’s systems approach to plant genetic data to identify key sequence differences in targets that represent potential candidates or components for its traits.
For example, Cibus’ GRON has achieved significant gene editing efficiency improvements when combined with certain engineered nucleases designed to precisely introduce controlled DNA double-strand breaks. These engineered nucleases include meganucleases, zinc finger nucleases, TAL effector nucleases (TALENs), and clustered regularly interspaced short palindromic repeats (CRISPR)-associated endonuclease Cas9 (CRISPR-Cas9).
For example, Cibus’ GRON has achieved significant gene editing efficiency improvements when combined with certain engineered nucleases designed to precisely introduce controlled DNA double-strand breaks. These engineered nucleases include meganucleases, zinc finger nucleases, TAL effector nucleases (TALENs), and clustered regularly interspaced short palindromic repeats (CRISPR)-associated endonuclease Cas9 (CRISPR-Cas9) systems.
Seed companies paying royalties for traits is a long-standing practice in agriculture, and is central to how major GMO-based traits have been commercialized. Cibus’ commercial model is based on this practice. The trait provider is paid a royalty for every bag sold or each acre on which the traits are used.
Seed companies paying royalties for traits is a long-standing practice in agriculture, and is central to how major GMO-based traits have been commercialized. Cibus’ commercial model is based on this practice. The trait provider is paid a royalty for every bag (unit) sold or each acre on which the traits are used.
These figures are calculated based on management estimates and assumptions, which are based on industry references and estimates of key data, such as the number of acres or percentage of total acres for which the productivity trait would be relevant or where the applicable crop is impacted such that it would benefit from a specific productivity trait.
These figures are calculated based on management estimates and assumptions, which are based on industry references and estimates of key data, such as the number of acres or percentage of total acres for which the trait would be relevant or where the applicable crop is impacted such that it would benefit from a specific trait.
It is able to do this because: • It moves from single cell to regenerated whole plant possessing desired traits more quickly and efficiently than other analogous technologies; • It uses elite genetic parental lines as the starting material for the gene editing process, making trait development and trait stacking more efficient; • It is standardized, precise, reproducible, and automated, making trait development customizable and trait stacking efficient and rapid; • It is scalable using newly acquired robotics and has been largely automated to further accelerate the trait development process; and - 16 - Table of Contents • It is non-transgenic, making it cost and speed advantaged in the growing number of markets where it is not subject to heightened GMO regulation.
It is able to do this because: • It moves from single cell to regenerated whole plant possessing desired traits more quickly and efficiently than other analogous technologies; • It uses elite genetic parental lines as the starting material for the gene editing process, making trait development and trait stacking more efficient; • It is standardized, precise, reproducible, and automated, making trait development customizable and trait stacking efficient and rapid; • It is scalable using newly acquired robotics and has been largely automated to further accelerate the trait development process; and • It is non-transgenic, making it cost and speed advantaged in the growing number of markets where it is not subject to heightened GMO regulation.
Item 1. Business. COMPANY OVERVIEW Cibus is a leading agricultural biotechnology company that uses proprietary gene editing technologies to develop plant traits which are specific genetic characteristics in the DNA of a plant’s seed. These characteristics influence how a resulting plant functions and/or interacts with its environment.
Item 1. Business. COMPANY OVERVIEW Cibus is a leading agricultural biotechnology company that primarily uses proprietary gene editing technologies to develop plant traits, which are specific genetic characteristics in the DNA of a plant’s seed. Plant traits, or characteristics, influence how a resulting plant functions and/or interacts with its environment.
Because traits developed through Cibus’ RTDS platform are indistinguishable from traits that occur naturally or those developed through conventional breeding approaches, Cibus’ productivity traits stand to benefit from this increasingly prevalent regulatory approach. Countries in North and South America have led efforts to modernize regulations in respect of gene editing.
Because traits developed through Cibus’ RTDS platform are indistinguishable from traits that occur naturally or those developed through conventional breeding approaches, Cibus’ productivity traits stand to benefit from this increasingly prevalent regulatory approach. The Americas Countries in North and South America have led efforts to modernize regulations in respect of gene editing.
The Benefit of using Elite Germplasm to Edit Cibus’ ability to perform direct editing in elite genetics allows seed company plant breeders to rapidly incorporate these new traits into commercial lines or hybrid seed. Increased speed of breeding is of paramount importance for follow on speed to market.
The Benefit of using Elite Germplasm to Edit Cibus’ ability to perform direct editing in elite genetics allows seed company plant breeders to rapidly incorporate these new traits into commercial lines (varieties) or parents for hybrid seed. Increased speed of breeding is of paramount importance for follow on speed to market.
Its proprietary technologies and trait product candidates are protected by more than 500 patents and patent applications worldwide across 27 patent families. The scope of such intellectual property protection depends on the laws of the local jurisdiction, which, in some jurisdictions, may provide less protection than the laws of the United States.
Its proprietary technologies and trait product candidates are protected by more than 500 patents and patent applications worldwide across 26 patent families. The scope of such intellectual property protection depends on the laws of the local jurisdiction, which, in some jurisdictions, may provide less protection than the laws of the United States.
Cibus has a highly matrixed team that fosters diversity in ideas and background with 52 percent of its employees holding advanced degrees and approximately half of its employees who are women. Cibus is committed to continuing to improve representation and diversity, while fostering a welcoming environment where everyone belongs.
Cibus has a highly matrixed team that fosters diversity in ideas and background with 57 percent of its employees holding advanced degrees and approximately half of its employees who are women. Cibus is committed to continuing to improve representation and diversity, while fostering a welcoming environment where everyone belongs.
The most likely competitors are likely to come from a relatively small number of major global agricultural chemical companies, including BASF, Bayer Crop Science, Corteva AgriScience, and Syngenta, smaller biotechnology research companies and institutions, including Inari Agriculture, Pairwise - 19 - Table of Contents Plants, and academic institutions. The Company’s major competitors in some instances may also be its customers.
The most likely competitors are likely to come from a relatively small number of major global agricultural chemical companies, including BASF, Bayer Crop Science, Corteva AgriScience, and Syngenta, smaller biotechnology research companies and institutions, including Inari Agriculture, Pairwise Plants, and academic institutions. The Company’s major competitors in some instances may also be its customers.
For many traits in the Company’s pipeline, Cibus combines - 13 - Table of Contents computational prediction with hypothesis testing in the laboratory to explore sequence differences in potential targets (genes/loci) to iterate to a list of preferred edits to assess in crops. These discovery efforts are often performed in a variety of microbial hosts.
For many traits in the Company’s pipeline, Cibus combines computational prediction with hypothesis testing in the laboratory to explore sequence differences in potential targets (genes/loci) to iterate to a list of preferred edits to assess in crops. These discovery efforts are often performed in a variety of microbial hosts.
GRON Mode of Action in Combination with CRISPR-Cas9 The following diagram depicts Cibus’ RTDS process deploying the GRON in combination with a CRISPR-Cas9 DNA breaker: - 15 - Table of Contents A Non-Transgenic Process and Product Until the advent of Cibus’ RTDS technologies, the preponderance of commercial plant traits derived from biotechnology was based on transgenic products and processes.
GRON Mode of Action in Combination with CRISPR-Cas9 The following diagram depicts Cibus’ RTDS process deploying the GRON in combination with a CRISPR-Cas9 DNA breaker: A Non-Transgenic Process and Product Until the advent of Cibus’ RTDS technologies, the preponderance of commercial plant traits derived from biotechnology was based on transgenic products and processes.
RTDS introduces a commercially viable, non-transgenic alternative. The mode of action of ODM utilizing the GRON does not incorporate extra genes into the plant genome. Rather, the GRON functions only as a DNA template, guiding the plant to effect a change to its DNA with its own natural mechanisms.
RTDS introduces a commercially viable, non-transgenic alternative. - 16 - Table of Contents The mode of action of ODM utilizing the GRON does not incorporate extra genes into the plant genome. Rather, the GRON functions only as a DNA template, guiding the plant to effect a change to its DNA with its own natural mechanisms.
Cibus believes that the Trait Machine process represents the technological breakthrough in plant breeding that is the ultimate promise of - 17 - Table of Contents plant gene editing: the ability to change the scale and range of possible genetic solutions from breeding and to develop desired characteristics or traits with greater speed and accuracy.
Cibus believes that the Trait Machine process represents the technological breakthrough in plant breeding that is the ultimate promise of plant gene editing: the ability to change the scale and range of possible genetic solutions from breeding and to develop desired characteristics or traits with greater speed and accuracy.
The Company believes that gene editing fundamentally improves trait development because of the increased scale, scope, and speed enabled through these technologies. This is why the Cibus operational model differs from pre-gene editing models. In Cibus’ Trait Machine process, Cibus is not focused on a specific crop, but rather its focus is specific productivity traits.
The Company believes that gene editing fundamentally improves trait development because of the increased scale, scope, and speed enabled through these technologies. This is why the Cibus - 11 - Table of Contents operational model differs from pre-gene editing models. In Cibus’ Trait Machine process, Cibus is not focused on a specific crop, but rather its focus is specific traits.
In each crop for each productivity trait, the Accessible Acres may vary widely based on the productivity trait, crop, geography, or need. Cibus’ estimates of potential Target Market Royalties also serves as the Company’s estimate of its peak sales for the specific productivity trait and specific crop.
In each crop for each trait, the Peak Addressable Acres may vary widely based on the trait, crop, geography, or need. Cibus’ estimates of potential target market royalties also serves as the Company’s estimate of its peak sales for the specific trait and specific crop.
Importantly, Cibus has received regulatory opinions from jurisdictions in both North and South America confirming that the certain early products of Cibus’ RTDS technology will be regulated in alignment with conventional breeding standards.
Importantly, Cibus has received regulatory opinions from jurisdictions in both North and South America confirming that certain early products of Cibus’ RTDS technologies will be regulated in alignment with conventional breeding standards.
Seasonality in the seed industry is expected to result in both highly seasonal patterns and substantial fluctuations in quarterly sales and profitability for Cibus’ business and may be further impacted by climate change. CORPORATE INFORMATION Cibus, Inc. (formerly known as Calyxt, Inc.) incorporated in Delaware on January 8, 2010.
Seasonality in the seed industry is expected to result in both highly seasonal patterns and substantial fluctuations in quarterly sales and profitability for Cibus’ business and may be further impacted by climate change. CORPORATE INFORMATION Cibus, Inc. incorporated in Delaware on January 8, 2010.
Information contained on the Company’s website is not incorporated into this Annual Report on Form 10-K. In addition, the SEC maintains a website that contains reports, proxy statements, and other information regarding issuers that file electronically with the SEC. The website can be accessed at www.sec.gov.
Information contained on the Company’s website is not incorporated into this Annual Report on Form 10-K. In addition, the SEC maintains a website that contains reports, proxy statements, and other information regarding issuers that file electronically with the SEC. The website can be accessed at www.sec.gov. - 25 - Table of Contents
This important advancement enables the Council to engage in 3-way discussions (known as trilogue discussions) with the EU Parliament and the European Commission to agree the final text of the legislation to be proposed for final adoption.
This important advancement enabled the Council to engage in 3-way discussions (known as trilogue discussions) with the EU Parliament and the European Commission to agree on the final text of the legislation to be proposed for final adoption.
Cibus’ priority products include five productivity traits, which were selected as its initial strategic focus based on customer demand and the competitive position for each productivity trait once developed. Capital-efficient and highly scalable business model . Cibus has a capital-efficient, low-cost, and highly scalable business model.
Cibus’ products include five productivity traits, which those selected as its initial strategic focus are based on customer demand and the competitive position for each productivity trait once developed. Capital-efficient and highly scalable business model . Cibus has a capital-efficient, low-cost, and highly scalable business model.
(2) “Trait Fees” represent management’s assumption regarding the potential per acre fee that may be received by Cibus in respect of the applicable productivity trait, 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.
(2) “Trait Fees” represent management’s assumption regarding the potential per acre fee that Cibus may receive in respect of the applicable trait, 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.
On March 14, 2025, EU member states endorsed the EU Council’s (Council) negotiating mandate on the regulation of plants obtained by New Genomic Techniques (NGTs).
Europe Regulatory Progress On March 14, 2025, EU member states endorsed the EU Council’s (Council) negotiating mandate on the regulation of plants obtained by New Genomic Techniques (NGTs).
Management also takes into account comparable trait fees currently payable in respect of seeds containing existing commercial traits. Actual Target Market Royalties, if any, could be materially different than those expressed, implied, or anticipated by the estimates presented.
For the remaining Trait Fees, management also takes into account comparable trait fees currently payable in respect of seeds containing existing commercial traits. Actual Annual Addressable Royalties, if any, could be materially different than those expressed, implied, or anticipated by the estimates presented.
In addition, as of December 31, 2024, Cibus owns more than 40 trademark registrations and applications related to its products, product candidates, processes, and technologies. Cibus anticipates it will apply for additional patents and trademark registrations in the future as it develops new products, product candidates, processes, and technologies.
In addition, as of December 31, 2025, Cibus owned more than 30 trademark registrations and applications related to its products, product candidates, processes, and technologies. Cibus anticipates it will apply for additional patents and trademark registrations in the future as it develops new products, product candidates, processes, and technologies.
The goal of Cibus’ operational model is to develop important productivity traits that are applicable to multiple crops with attractive economics. The operational advantage of the Trait Machine process is that it is a standardized, end-to-end, semi-automated, high-throughput gene editing system that directly edits seed companies’ elite germplasm. It is a time bound, reproducible, and predictable science-based breeding process.
The goal of Cibus’ operational model is to develop important productivity and sustainability traits that are applicable to multiple crops with attractive economics. The operational advantage of the Trait Machine process is that it is a standardized, end-to-end, semi-automated, high-throughput gene editing system that directly edits seed companies’ elite germplasm.
While Cibus views the overall trajectory of the regulatory landscape positively, there are a number of headwinds, including lack of international regulatory policy harmonization for products of gene editing and organized and vocal opponents of modifying existing, restrictive regulatory frameworks.
Overall Regulatory Trajectory While Cibus views the overall trajectory of the regulatory landscape positively, as described above with respect to key jurisdictions, there are a number of headwinds, including lack of international regulatory policy harmonization for products of gene editing and organized and vocal opponents of modifying existing, restrictive regulatory frameworks.
Numerous regulatory agencies in the Americas, including the United States, Canada, and Argentina, have confirmed that Cibus’ RTDS -developed trait products are non-transgenic and are not subject to heightened GMO regulation in these markets.
Numerous regulatory agencies in the Americas, including the United States, Canada, Argentina, Chile, and Ecuador, and across the globe, including the United Kingdom and in Africa and Southeast Asia, have confirmed that Cibus’ RTDS -developed trait products are non-transgenic and are not subject to heightened GMO regulation in these markets.
This computational biology analysis can also identify multiple genes and gene edits that influence important traits. These traits include improving plants to address the increase in diseases, to manage the increased challenges of weeds, insects, and pests, and to adapt to less water or increased temperatures.
In some cases, the Company’s efforts are complemented with external AI partnerships. This computational biology analysis can also identify multiple genes and gene edits that influence important traits. These traits include improving plants to address the increase in diseases, to manage the increased challenges of weeds, insects, and pests, and to adapt to less water or increased temperatures.
This is the scale and breadth of trait development enabled by the Trait Machine process. The Commercial Model Cibus’ commercial model involves future development of commercialization or license agreements under which it would receive royalty or license fees related to a seed company customer’s sale of seed containing a Cibus developed productivity trait.
The Commercial Model Cibus’ commercial model involves future development of commercialization or license agreements under which it would receive royalty or license fees related to a seed company customer’s sale of seed containing a Cibus developed productivity trait.
Gene-edited traits are importantly distinguishable from traits developed with genetically modified organism (GMO) technologies. While GMO technologies enabled major improvements in farming productivity, they have faced regulatory and adoption headwinds because of their use of foreign DNA, or transgenic material.
Gene edited traits are importantly distinguishable from traits developed with GMO technologies, which involve the integration of foreign DNA, or transgenic material, into the plant genome. While GMO technologies enabled major improvements in farming productivity, they have faced regulatory and adoption headwinds because of their use of foreign DNA, or transgenic material.
Soybean Cibus is continuing expanded development of its Soybean platform, having successfully edited a Soybean cell with genetic changes associated with its HT2 productivity trait and achieving editing rates that the Company believes are sufficiently high for commercial development. The Company continues to work diligently toward a fully operational Soybean platform.
The Company continues to work diligently toward a fully operational Soybean platform, having successfully edited a Soybean cell with genetic changes associated with its HT2 trait and achieving sufficiently high editing rates that enabled expanded development.
In particular, Cibus is able to bring its products to market quickly and at a low cost, in part because its products are not subject to the time consuming regulatory hurdles that apply to transgenic products. Premier management team with broad expertise .
The non-transgenic categorization of Cibus’ trait products in these key target markets provide Cibus with significant advantages. In particular, Cibus is able to bring its products to market quickly and at a low cost, in part because its products are not subject to the time consuming regulatory hurdles that apply to transgenic products. Premier management team with broad expertise .
Conventional breeding techniques, on the other hand, can require approximately 12-15 years. Further, for transgenic techniques, the integration of recombinant DNA typically results in seeds being classified as genetically engineered or bioengineered producing GMOs that are subject to significant regulation. Cibus views gene editing as an extension of plant breeding.
Further, for transgenic techniques, the integration of recombinant DNA typically results in seeds being classified as genetically engineered or bioengineered producing GMOs that are subject to significant regulation. Cibus views gene editing as an extension of plant breeding. The Trait Machine process builds on gene editing technologies as a supplement to conventional breeding.
Once Cibus has established this process flow as a predictable, reproducible progression, the RTDS -developed “crop platform” is complete and can effectively function as an automated Trait Machine process, which allows for the rapid and efficient production of customizable crops with multiple stacked traits.
Once Cibus has established this process flow as a predictable, reproducible progression, the RTDS -developed “crop platform” is complete and can effectively function as an automated Trait Machine process, which allows for the rapid and efficient production of customizable crops with multiple stacked traits. - 14 - Table of Contents CIBUS’ TECHNOLOGY: HOW CIBUS EDITS Background A key component of RTDS is oligonucleotides which edit specific targeted bases within the genome.
To effect precision gene editing, the GRON contains carefully sequenced DNA building blocks, but is specifically designed to include a mismatch in one or a few base pairs compared to the target gene’s DNA sequence. This genome sequencing and purposeful mismatch permits the GRON to act as a “DNA template” for the DNA sequence to be edited.
To effect precision gene editing, the GRON contains carefully sequenced DNA building blocks, but is specifically designed to include a mismatch in one or a few base pairs compared to the target gene’s DNA sequence.
COMPETITION AND COMPETITIVE STRENGTHS Competition The market for agricultural productivity traits is highly competitive, and Cibus faces significant competition. The development of productivity traits are the primary target of plant breeding programs and a key basis of competition in the “seed and trait” business.
Hash marks indicate countries with regulatory policy advanced or in place, with ongoing positive developments. COMPETITION AND COMPETITIVE STRENGTHS Competition The market for agricultural productivity traits is highly competitive, and Cibus faces significant competition. The development of productivity traits are the primary target of plant breeding programs and a key basis of competition in the “seed and trait” business.
The Company seeks to make the productivity traits available in a way that is coordinated with any seed company’s breeding operation in order to enable and accelerate efficient commercialization of each productivity trait regardless of crop, customer, or geography. The Operational Model Historically, trait development has been a crop-by-crop and trait-by-trait process.
The Company seeks to add value by complementing the most elite germplasm from any seed company’s breeding operation with value added productivity and sustainability traits in order to enable and accelerate efficient commercialization regardless of crop, customer, or geography. The Operational Model Historically, trait development has been a crop-by-crop and trait-by-trait process.
In addition to its own intellectual property, Cibus has also entered into licensing arrangements pursuant to which Cibus licenses third party technologies and intellectual property. These are typically non-exclusive contracts for developing traits in plants.
In addition to its own intellectual property, Cibus has also entered into licensing arrangements pursuant to which Cibus licenses third party technologies and intellectual property.
Fungal diseases cause a significant economic impact in Wheat production with cereals representing the largest fungicide market. Development of disease resistance productivity traits in Wheat offer the promise of protecting yield potential while reducing fungicide use. Finally, Cibus’ Wheat platform enables the potential development of improved Wheat quality productivity traits aimed at reducing or eliminating allergens such as gluten.
Development of disease resistance productivity traits in Wheat offers the promise of protecting yield potential while reducing fungicide use. Finally, Cibus’ Wheat platform enables the potential development of improved Wheat quality productivity traits aimed at reducing or eliminating allergens such as gluten.
Both conventional breeding and transgenic bioengineering require substantial development time frames. - 12 - Table of Contents According to a 2022 study from AgBioInvestor, the average time to bring a biotechnology-derived genetic trait to the point of commercialization in 2017-2022 was approximately 16.5 years at a cost of $115.0 million.
According to a 2022 study from AgBioInvestor, the average time to bring a biotechnology-derived genetic trait to the point of commercialization in 2017-2022 was approximately 12-16 years at a cost of $115.0 million. Conventional breeding techniques, on the other hand, can require approximately 12-15 years.
Given peak acres, there is increasing pressure on improved crop productivity to meet the growing demands for food and food security. The promise of the new gene editing industry is to be a key driver behind a new generation of plant traits that can meet the current and future challenges of farming, in general, and climate change, specifically.
The promise of the new gene editing industry is to be a key driver behind a new generation of plant traits that can meet the current and future challenges of farming, in general, and climate change, specifically.
While nearly all regions and/or countries have mechanisms to regulate GMOs, the regulatory environment for products of gene editing vary from country-to-country. Because GMO (transgenic) technologies involve the integration of foreign DNA into the plant genome, many countries have imposed severe restrictions and/or have implemented extensive risk assessment and authorization processes for these products.
Because GMO (transgenic) technologies involve the integration of foreign DNA into the plant genome, many countries have imposed severe restrictions and/or have implemented extensive risk assessment and authorization processes for these products.
Cibus’ R&D activities are conducted at both its San Diego, California and Roseville, Minnesota facilities. Cibus has made, and will continue to make, substantial investments in R&D. Its R&D expenses were $50.4 million and $42.4 million for the years ended December 31, 2024, and 2023, respectively. SEASONALITY The agriculture industry is highly seasonal.
Cibus has made, and will continue to make, substantial investments in R&D. Its R&D expenses were $44.2 million and $50.4 million for the years ended December 31, 2025, and 2024, respectively. SEASONALITY The agriculture industry is highly seasonal.
Numerous regulatory agencies in the Americas, including the United States, Canada, and Argentina, have confirmed that Cibus’ RTDS -developed trait products are non-transgenic and are not subject to heightened GMO regulation in these markets. The non-transgenic categorization of Cibus’ trait products in these key target markets provide Cibus with significant advantages.
Numerous regulatory agencies in the Americas, including the United States, Canada, Argentina, Chile, and Ecuador, and across the globe, including the United Kingdom and in Africa and Southeast Asia, have confirmed that Cibus’ RTDS -developed trait products are non-transgenic and are not subject to heightened GMO regulation in these markets.
CIBUS’ PRIORITY PRODUCTS: THREE CROPS, FIVE PRODUCTIVITY TRAITS Canola Cibus’ developed productivity trait PSR in Canola and WOSR strengthens the sheath around the canola seeds, which is important to protect them against adverse impacts from high winds and extreme weather.
As a result, Canola was the first crop for which Cibus developed multiple productivity traits for a single crop platform. Cibus’ developed productivity trait PSR in Canola and WOSR strengthens the sheath around the canola seeds, which is important to protect them against adverse impacts from high winds and extreme weather.
The Company’s principal executive offices are located at 6455 Nancy Ridge Drive, San Diego, California 92121, and its telephone number is (858) 450-0008. The Company also maintains a website at www.cibus.com.
The Company’s principal executive offices are located at 6455 Nancy Ridge Drive, San Diego, California 92121, and its telephone number is (858) 450-0008. The Company also maintains a website at www.cibus.com. The information contained in, or that can be accessed through, its website is not part of this Annual Report on Form 10-K.
This peak would generally be projected to occur several years after commercial availability of seed containing the applicable productivity trait. Accordingly, such calculations should be considered illustrative.
This peak would generally be projected to occur several years after commercial availability of seed containing the applicable trait. Accordingly, such calculations should be considered illustrative. (5) Subject to partner funding. (6) Pod Shatter Reduction could also be expanded to include Latin America.
It provides the ability to prototype new traits and, once developed, the ability to materially accelerate the time to commercialize new traits.
It is a time bound, reproducible, and predictable science-based breeding process. It provides the ability to prototype new traits and, once developed, the ability to materially accelerate the time to commercialize new traits.
The information contained in, or that can be accessed through, its website is not part of this report. - 21 - Table of Contents AVAILABLE INFORMATION The Company files or furnishes periodic reports and amendments thereto, including its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, proxy statements, and other information with the SEC.
AVAILABLE INFORMATION The Company files or furnishes periodic reports and amendments thereto, including its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, proxy statements, and other information with the SEC.
Cibus’ core technology is its propriety gene editing platform called the Rapid Trait Development System™ or RTDS ® . It is the underlying technology for Cibus’ Trait Machine™ process, providing a standardized, end-to-end, semi-automated, high-throughput gene editing system that directly edits seed companies’ elite germplasm. It is a time bound, reproducible, and predictable science-based breeding process.
It is the underlying technology for Cibus’ Trait Machine™ process, providing a scalable, standardized end-to-end, semi-automated, high-throughput gene editing system that directly edits seed companies’ elite germplasm.
Mechanism of GRON Action The GRON’s DNA template operates by using the plant DNA’s natural or inherent mismatch-repair system to effect a change. Once inside the cell, the GRON is transported to the nucleus and based on the GRON’s sequence design, binds with the specific DNA sequence targeted for editing—a process referred to as specific hybridization.
Once inside the cell, the GRON is transported to the nucleus and based on the GRON’s sequence design, binds with the specific DNA sequence targeted for editing—a process referred to as specific hybridization.
It is further estimated by AgBioInvestor that the GMO-based weed management traits are also planted on over 300 million acres and earn annual trait fees estimated to be approximately $4.0 billion. Cibus believes that novel traits or genetic characteristics in seeds will continue to be the driving force of the plant genetics industry and the growth of the seed business.
It is further - 17 - Table of Contents estimated by AgBioInvestor that the GMO-based weed management traits are also planted on over 300 million acres and earn annual trait fees estimated to be approximately $4.0 billion.
Discussions and/or legislative processes are being initiated and/or moving forward in other Asian countries, albeit at a somewhat slower pace than the foregoing.
Asia In Asia, a number of countries including India, Japan, Thailand, and the Philippines have implemented specific regulations for gene editing. Discussions and/or legislative processes are being initiated and/or moving forward in other Asian countries, albeit at a somewhat slower pace than the foregoing.
Its primary business is the development of plant traits for some of the world’s major agricultural food crops that help address specific productivity, profitability, sustainability, or yield challenges in farming.
Cibus’ Primary Business Cibus’ primary business is focused on the development of plant traits for some of the world’s major agricultural crops that help address specific productivity, profitability, sustainability, or yield challenges in farming. These plant traits can be licensed to seed companies for inclusion in their seed products for a royalty.
This estimate is based on industry sources or references regarding the need for a specific trait in the specific crop and geography, jurisdiction, or market, taking into account assumptions about competition, trait relevance, switching costs and adoption timeframes, and various other factors.
(3) “Peak Addressable Acres” represent management’s estimate of the number of total acres for the specified geography on which seed with the specified Cibus trait is anticipated to be planted at peak, which is based on industry sources or references regarding the need for a specific trait in the specific crop and geography or specific jurisdiction, taking into account assumptions about competition, trait relevance, switching costs and adoption timeframes, and various other factors.
Cibus pays its employees competitively in line with Cibus’ compensation philosophy, which includes paying employees at a rate consistent with an employee’s position, knowledge, and skills. Cibus’ use of equity incentive compensation is designed to attract, retain, and motivate its employees, consultants, and directors through the granting of equity-based compensation awards.
Cibus pays its employees competitively in line with Cibus’ compensation philosophy, which includes paying employees at a rate consistent with an employee’s position, knowledge, and skills.
The Trait Machine process builds on gene editing technology as a supplement to conventional breeding. It offers a standardized, automated approach that makes the same changes as conventional breeding but more accurately and efficiently, and in a time bound, reproducible, and predictable way.
It offers a standardized, automated approach that makes the same changes as conventional breeding but more accurately and efficiently, and in a time bound, reproducible, and predictable way. In addition, it has the ability to develop complex traits that are difficult to achieve using conventional breeding.
Cibus also strives to make the company an inclusive, safe, and healthy workplace, with opportunities for each of its employees to grow and develop in their careers.
Cibus’ use of equity incentive compensation is designed to attract, retain, and motivate its employees, consultants, and directors through the granting of equity-based compensation awards. - 24 - Table of Contents Cibus also strives to make the Company an inclusive, safe, and healthy workplace, with opportunities for each of its employees to grow and develop in their careers.
The non-transgenic categorization of Cibus’ productivity trait products in these key target markets provide Cibus with significant advantages. All five productivity traits in Cibus’ priority pipeline have been determined not to be regulated articles through the USDA’s Am I Regulated process.
All five productivity traits in Cibus’ pipeline have been determined not to be regulated articles through the USDA’s Am I Regulated process.
With respect to Cibus’ operational Wheat platform, Cibus will continue to seek appropriate partner-funded projects with seed companies to develop productivity traits to address significant challenges faced by farmers including disease resistance, nitrogen use efficiency, and low immune (gluten free) or allergy targets.
Wheat Cibus continues to seek appropriate partner-funded projects in Wheat with seed companies to develop productivity traits to address significant challenges, including disease resistance, nitrogen use efficiency, and low immune (gluten free) or allergy targets. Nitrogen (or nutrient) use efficiency is a need in many crops, but particularly for Wheat with its enormous, cultivated acreage.
For example, Cibus Global was issued a patent in 2022 for one of its developed productivity traits, PSR in Canola and WOSR. With patents, it is still possible for competition to develop the trait in other ways such as conventional breeding but gene editing patents should provide strong competitive barriers to other gene edited traits for the same genetic characteristics.
With patents, it is still possible for competition to develop the trait in other ways such as conventional breeding but gene editing patents should provide strong competitive barriers to other gene edited traits for the same genetic characteristics. - 23 - Table of Contents Competitive Strengths Cibus believes that it is strategically well-positioned to develop innovative productivity traits and products with high value commercial applications.
Nitrogen (or nutrient) use efficiency is a need in many crops, but particularly for Wheat with its enormous, cultivated acreage. A nitrogen or nutrient use efficiency productivity trait would have the potential to materially reduce the carbon footprint of the crop while offering better yield with similar fertilization.
A nitrogen or nutrient use efficiency productivity trait would have the potential to materially reduce the carbon footprint of the crop while offering better yield with similar fertilization. Fungal diseases cause a significant economic impact in Wheat production with cereals representing the largest fungicide market.
CIBUS’ TECHNOLOGY: WHAT CIBUS EDITS Background At the heart of Cibus’ Trait Machine process is RTDS , which is a suite of technologies that enable Cibus to isolate a single plant cell, make the desired genetic edits in that cell, and regenerate that cell into an entire plant.
There are several important countries or regions, including the EU, that are considering similar regulations to treat gene editing differently than GMO technology (i.e., to treat gene editing on the same basis as conventional breeding). - 13 - Table of Contents CIBUS’ TECHNOLOGY: WHAT CIBUS EDITS Background At the heart of Cibus’ Trait Machine process is RTDS , which is a suite of technologies that enable Cibus to isolate a single plant cell, make the desired genetic edits in that cell, and regenerate that cell into an entire plant.
As used in the chart below, “Regulatory Policy in Place” means that gene edited crops are regulated in alignment with conventional breeding as opposed to GMOs, “Positive Policy Developments” means regulations are under development or evolving to separate gene editing from that of GMOs, and “Positive Policy Discussions Underway” means the regulatory status of gene edited crops is under discussion, but has not been determined.
As used in the map, “Regulatory Policy in Place” means that gene edited crops are regulated more similarly to conventional crops and not GMOs, “Regulatory Policy Developments” means that ongoing research regulations are in development, but no current timeline or - 22 - Table of Contents regulatory guidance has been established, and “Policy Discussions Underway” means the regulatory status of gene editing of crops has not been favorably determined.
CIBUS’ TECHNOLOGY: HOW CIBUS EDITS Background A key component of RTDS is oligonucleotides which edit specific targeted bases within the genome. In some cases, Cibus combines these powerful oligonucleotides with DNA-breaking reagents, such as CRISPR-Cas9, to enhance the efficiency and precision of RTDS . Another key component of RTDS is Cibus’ proprietary cell culture expertise.
In some cases, Cibus combines these powerful oligonucleotides with DNA-breaking reagents, such as CRISPR-Cas9, to enhance the efficiency and precision of RTDS . Another key component of RTDS is Cibus’ proprietary cell culture expertise. Gene edits introduced into a single plant cell are only commercially viable if they can be cultured and regenerated into whole plants having the desired trait.
The GRON is a chemically-engineered combination of DNA and modified nucleotides and other end-protective chemistries, the structure of which is carefully and purposefully designed. Validating the non-transgenic nature of Cibus’ RTDS , the GRON is blocked from undergoing recombination (or insertion) with the plant DNA by its end-protective chemical structure.
Validating the non-transgenic nature of Cibus’ RTDS , the GRON is blocked from undergoing recombination (or insertion) with the plant DNA by its end-protective chemical structure. A GRON contains no biologically derived material; it is produced with an automated chemical synthesizer and purified like any other chemical mutagen.
The Company continues to work diligently toward a fully operational Soybean platform, having successfully edited a Soybean cell with genetic changes associated with its HT2 trait and achieving sufficiently high editing rates that enabled expanded development. - 11 - Table of Contents Having a Trait Machine process for key major crops enables Cibus to introduce any of its current developed or advanced productivity traits or enable Cibus to prototype new traits for any customer in any of these platform crops in their elite germplasm.
Having a Trait Machine process for key major crops enables Cibus to introduce any of its current developed or advanced productivity traits or enable Cibus to prototype new traits for any customer in any of these platform crops in their elite germplasm. This is the scale and breadth of trait development enabled by the Trait Machine process.
As a result of this carefully designed structure, the GRON acts as a mutagen, and RTDS can serve as a targeted mutagenesis system, rather than a transgenic process.
In addition, the GRON is formulated without the need for a delivery vector, which ensures that no foreign or extraneous DNA is inserted into the plant DNA. As a result of this carefully designed structure, the GRON acts as a mutagen, and RTDS can serve as a targeted mutagenesis system, rather than a transgenic process.
Once Cibus has identified which genes to edit, RTDS can operate within the genome, such as through an Oligonucleotide Directed Mutagenesis (ODM) technique. The first application of ODM as a gene editing technique in plants occurred over 20 years ago, when researchers, including Cibus’ Interim Chief Executive Officer, President, and Chief Operating Officer, Dr.
The first application of ODM as a gene editing technique in plants occurred over 20 years ago, when researchers, including Cibus’ Interim Chief Executive Officer, President, and Chief Operating Officer, Dr. Peter Beetham, were able to edit plant cells to become resistant to sulfonylurea herbicides.
Under the terms of the agreement, P&G is funding a multi-year program to develop sustainable low carbon ingredients that help P&G advance its sustainability objectives. CIBUS’ PROCESS: THE TRAIT MACHINE PROCESS The key to the Company’s operational and commercial model is its Trait Machine process. It is based on crop specific trait editing platforms using Cibus’ RTDS technology platform.
Under the terms of the agreement, P&G is partially funding and/or supporting a multi-year program to develop sustainable low carbon ingredients that help P&G advance its sustainability objectives.
Both the United States and Canada have clarified the regulatory status for gene edited plants and countries across South America have aligned with such international standards, resulting in a near harmonized approach across key agricultural jurisdictions.
Both the United States and Canada have clarified the regulatory status for gene edited plants and certain countries across South America, including Brazil, Argentina, Colombia, Chile, Ecuador, Uruguay, Paraguay, and Peru, have aligned standards, which the Company believes demonstrates a positive trend towards a harmonized approach across key agricultural jurisdictions.
Its ability to hire and retain highly skilled professionals remains a key element to its success in developing and licensing novel productivity traits and high value, low carbon ingredients. Cibus’ human capital objectives are focused on identifying, recruiting, retaining, incentivizing, and integrating its existing and newly hired employees. Cibus strives to be equitable and inclusive.
Cibus’ human capital objectives are focused on identifying, recruiting, retaining, incentivizing, and integrating its existing and newly hired employees. Cibus strives to be equitable and inclusive.
Cibus expects that all of its productivity traits will be treated as gene edited, meaning they are developed without integrating foreign DNA in the process or in the product. This designation that the Company’s productivity traits are not being regulated as GMO in many jurisdictions is an important competitive factor.
Cibus’ RTDS technology platform and the Trait Machine process provide a significant competitive advantage in development and commercialization of new productivity traits. Cibus expects that all of its productivity traits will be treated as gene edited, meaning they are developed without integrating foreign DNA in the process or in the product.
The Company considers the Trait Machine process an important technological milestone that represents a breakthrough in the achievement of a standardized, high-throughput gene editing system that provides the speed, precision, and scale to develop a new class of high value productivity traits that is the promise of gene editing.
It is a time bound, reproducible, and predictable science-based breeding process that provides the speed, precision, and scale to develop a new class of high value productivity traits that is the promise of gene editing.
Cibus believes that it has been at the forefront of continuously improving the efficiency of gene editing and subsequent cell culture processes, which have made RTDS increasingly faster and more efficient. RTDS Gene Editing Process—GRONs are Chemically Synthesized Directed Mutagens Cibus’ RTDS can effect ODM using a carefully designed oligonucleotide, which Cibus refers to as the Gene Repair OligoNucleotide (GRON).
RTDS Gene Editing Process—GRONs are Chemically Synthesized Directed Mutagens Cibus’ RTDS can effect ODM using a carefully designed oligonucleotide, which Cibus refers to as the Gene Repair OligoNucleotide (GRON). The GRON is a chemically-engineered combination of DNA and modified nucleotides and other end-protective chemistries, the structure of which is carefully and purposefully designed.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFurthermore, for United States patent applications in which claims are entitled to a priority date before March 16, 2013, an interference proceeding can be provoked by a third party or instituted by the USPTO in order to determine who was the first to invent any of the subject matter covered by such patent claims.
Biggest changeFurthermore, for United States patent applications in which claims are entitled to a priority date before March 16, 2013, an interference proceeding can be provoked by a third party or instituted by the USPTO in order to determine who was the first to invent any of the subject matter covered by such patent claims. - 36 - Table of Contents In addition, changes in, or different interpretations of, patent laws in the United States and other countries may permit others to use Cibus’ discoveries or to develop and commercialize Cibus’ technologies and products without providing any notice or compensation to Cibus, or may limit the scope of patent protection that Cibus or its licensors are able to obtain.
Such arrangements are subject to numerous risks, many of which are outside of Cibus’ control, including the risks that: • its partners may have significant discretion in determining the efforts and resources that they will apply to the arrangement; • its partners may not contribute sufficient capital or resources toward development in light of changes in strategic focus, competing priorities, availability of funding or capital resources, or other external factors; • its partners may delay or abandon development efforts, fail to conduct R&D activities that produce sufficient conclusory data, or provide insufficient funding; • its partners could develop, independently or with third parties, intellectual property or products that compete with Cibus’ products; • partners who license intellectual property rights from Cibus may not commit sufficient resources to, or otherwise not perform satisfactorily in executing, downstream product commercialization activities; • to the extent that such arrangements provide for exclusive rights, Cibus may be precluded from collaborating with others; • its partners may not properly maintain or defend Cibus’ intellectual property rights, or may use Cibus’ intellectual property or proprietary information in a way that gives rise to actual or threatened litigation that could jeopardize or invalidate Cibus’ intellectual property or proprietary information or expose Cibus to potential liability; • disputes may arise between Cibus and a partner that causes the delay or termination of R&D activities or downstream product commercialization efforts, or that result in costly litigation or arbitration that diverts management attention and resources; • such arrangements may be terminated, and, if terminated, may result in a need for additional capital for Cibus’ independent pursuit of matters previously covered by such arrangement; • its partners may own or co-own intellectual property that results from its arrangement; and • a partner’s activities may not be in compliance with applicable laws resulting in civil or criminal proceedings. - 25 - Table of Contents If ongoing or future field trials are unsuccessful, Cibus may be unable to complete the development of productivity trait candidates on a timely basis or at all.
Such arrangements are subject to numerous risks, many of which are outside of Cibus’ control, including the risks that: • its partners may have significant discretion in determining the efforts and resources that they will apply to the arrangement; • its partners may not contribute sufficient capital or resources toward development in light of changes in strategic focus, competing priorities, availability of funding or capital resources, or other external factors; • its partners may delay or abandon development efforts, fail to conduct R&D activities that produce sufficient conclusory data, or provide insufficient funding; • its partners could develop, independently or with third parties, intellectual property or products that compete with Cibus’ products; • partners who license intellectual property rights from Cibus may not commit sufficient resources to, or otherwise not perform satisfactorily in executing, downstream product commercialization activities; • to the extent that such arrangements provide for exclusive rights, Cibus may be precluded from collaborating with others; • its partners may not properly maintain or defend Cibus’ intellectual property rights, or may use Cibus’ intellectual property or proprietary information in a way that gives rise to actual or threatened litigation that could jeopardize or invalidate Cibus’ intellectual property or proprietary information or expose Cibus to potential liability; • disputes may arise between Cibus and a partner that causes the delay or termination of R&D activities or downstream product commercialization efforts, or that result in costly litigation or arbitration that diverts management attention and resources; • such arrangements may be terminated, and, if terminated, may result in a need for additional capital for Cibus’ independent pursuit of matters previously covered by such arrangement; • its partners may own or co-own intellectual property that results from its arrangement; and • a partner’s activities may not be in compliance with applicable laws resulting in civil or criminal proceedings. - 29 - Table of Contents If ongoing or future field trials are unsuccessful, Cibus may be unable to complete the development of productivity trait candidates on a timely basis or at all.
Although there has generally been a positive regulatory trend toward the acceptance of non-transgenic gene editing technologies, Cibus cannot predict how the global regulatory landscape regarding gene editing in plants will evolve, and Cibus may incur increased regulatory costs as regulations change in the jurisdictions in which it operates. Products containing Cibus’ productivity traits may be subject to enhanced regulation.
Although there has generally been a positive regulatory trend toward the acceptance of non-transgenic gene editing technologies, Cibus cannot predict how the global regulatory landscape regarding gene editing in plants will evolve, and Cibus may incur increased regulatory costs as regulations change in the jurisdictions in which it operates. Products containing Cibus’ traits may be subject to enhanced regulation.
The FDA may classify some or all of Cibus’ productivity traits as containing a food additive that is not GRAS or otherwise determine that further review is required. Such classification would cause these productivity traits to require premarket approval, which could delay a licensee customer’s commercialization of products containing these productivity traits.
The FDA may classify some or all of Cibus’ traits as containing a food additive that is not GRAS or otherwise determine that further review is required. Such classification would cause these traits to require premarket approval, which could delay a licensee customer’s commercialization of products containing these traits.
Certain potential strategic transaction alternatives could (i) result in substantial additional dilution to existing stockholders, (ii) result in the issuance of securities with preferences over Cibus’ existing Common Stock, (iii) subject the Company to covenants that impose operational restrictions, (iv) require it to relinquish potentially valuable rights to pipeline traits or proprietary technologies, (v) result in - 22 - Table of Contents the granting of licenses on terms that are not favorable to the Company, or (vi) have a material adverse effect on the market price of the Class A Common Stock.
Certain potential strategic transaction alternatives could (i) result in substantial additional dilution to existing stockholders, (ii) result in the issuance of securities with preferences over Cibus’ existing Common Stock, (iii) subject the Company to covenants that impose operational restrictions, (iv) require it to relinquish potentially valuable rights to pipeline traits or proprietary technologies, (v) result in the granting of licenses on terms that are not favorable to the Company, or (vi) have a material adverse effect on the market price of the Class A Common Stock.
For example, Cibus’ security measures may not prevent an employee or consultant with authorized access from misappropriating Cibus’ trade secrets and providing them to a competitor, and the recourse Cibus has available against such misconduct may not provide an adequate remedy to protect its interests fully.
Cibus’ security measures may not prevent an employee or consultant with authorized access from misappropriating Cibus’ trade secrets and providing them to a competitor, and the recourse Cibus has available against such misconduct may not provide an adequate remedy to protect its interests fully.
Cibus will rely on contract seed producers for such parent seed production. - 26 - Table of Contents Poor execution, failure to follow required agronomic practices, protocols, or regulatory requirements, or mishandling of productivity trait candidates by these contract seed producers could adversely affect products.
Cibus will rely on contract seed producers for such parent seed production. - 30 - Table of Contents Poor execution, failure to follow required agronomic practices, protocols, or regulatory requirements, or mishandling of productivity trait candidates by these contract seed producers could adversely affect products.
Some products containing Cibus’ productivity traits may be subject to FDA food product regulations or EPA environmental impact regulations.
Some products containing Cibus’ traits may be subject to FDA food product regulations or EPA environmental impact regulations.
Climate change may also affect the availability and suitability of arable land and - 28 - Table of Contents contribute to unpredictable shifts in the average growing season and types of crops produced. Unfavorable growing conditions can reduce both crop size and quality.
Climate change may also affect the availability and suitability of arable land and - 32 - Table of Contents contribute to unpredictable shifts in the average growing season and types of crops produced. Unfavorable growing conditions can reduce both crop size and quality.
If Cibus cannot successfully negotiate sufficient ownership and commercial rights to the inventions that result from Cibus’ use of a third party partner’s materials when required, or if disputes otherwise arise with respect to the intellectual property developed through the use of a partner’s samples, Cibus may be limited in its ability to capitalize on the full market potential of these inventions.
If Cibus cannot successfully negotiate sufficient ownership and commercial rights to the inventions that result from Cibus’ use of a third party partner’s materials when required, or if disputes otherwise arise with respect to the intellectual property developed through the use - 37 - Table of Contents of a partner’s samples, Cibus may be limited in its ability to capitalize on the full market potential of these inventions.
Moreover, because Cibus is incorporated in Delaware, it is governed by the provisions of Section 203 of the DGCL which prohibits a person who owns 15 percent or more of Cibus’ outstanding voting stock from merging or combining with Cibus for a period of three - 38 - Table of Contents years after the date of the transaction in which the person acquired 15 percent or more of Cibus’ outstanding voting stock, unless the merger or combination is approved in a manner prescribed by the statute.
Moreover, because Cibus is incorporated in Delaware, it is governed by the provisions of Section 203 of the DGCL which prohibits a person who owns 15 percent or more of Cibus’ outstanding voting stock from merging or combining with Cibus for a period of three years after the date of the transaction in which the person acquired 15 percent or more of Cibus’ outstanding voting stock, unless the merger or combination is approved in a manner prescribed by the statute.
Cibus’ ability to successfully execute on its strategy depends on retaining key remaining personnel, and unanticipated attrition, which may occur on short notice, could potentially harm Cibus’ business and operations. As a result of headcount reductions, Cibus’ management may need to divert attention away from day-to-day strategic and operational activities and devote additional time to managing organizational changes.
Cibus’ ability to successfully execute on its strategy depends on retaining key remaining personnel, and unanticipated attrition, which may occur on short notice, could potentially harm Cibus’ business and operations. As a result, Cibus’ management may need to divert attention away from day-to-day strategic and operational activities and devote additional time to managing organizational changes.
Further, even prior to the Company having payment obligations in respect of the Royalty Liability, fluctuations in the liability balance of the Royalty Liability due to changes in Cibus’ business model and anticipated Subject Revenues (as defined below) from productivity trait or sustainable ingredient candidates in development could cause the value of Cibus’ securities to fluctuate, which may limit or prevent investors from readily selling their Class A Common Stock at a favorable price, or at all, and may otherwise negatively affect the liquidity of the Class A Common Stock.
Further, even prior to the Company having payment obligations in respect of the Royalty Liability, fluctuations in the liability balance of the Royalty Liability due to changes in Cibus’ business model and anticipated Subject Revenues (as defined in the Warrant Exchange Agreement) from productivity trait or sustainable ingredient candidates in development could cause the value of Cibus’ securities to fluctuate, which may limit or prevent investors from readily selling their Class A Common Stock at a favorable price, or at all, and may otherwise negatively affect the liquidity of the Class A Common Stock.
Additionally, - 39 - Table of Contents to the extent that Cibus needs funds and Cibus Global and/or any of its subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of any financing arrangements, or Cibus Global is otherwise unable to provide such funds, it could materially adversely affect Cibus’ liquidity and financial condition.
Additionally, to the extent that Cibus needs funds and Cibus Global and/or any of its subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of any financing arrangements, or Cibus Global is otherwise unable to provide such funds, it could materially adversely affect Cibus’ liquidity and financial condition.
Any decreased use of Cibus’ technologies or limitation on Cibus’ ability to export or sell such technologies would likely adversely affect its business, results of operations, and financial condition. Risks Related to Intellectual Property Cibus’ ability to compete may decline if it does not adequately protect its intellectual property proprietary rights.
Any decreased use of Cibus’ technologies or limitation on Cibus’ ability to export or sell such technologies would likely adversely affect its business, results of operations, and financial condition. - 34 - Table of Contents Risks Related to Intellectual Property Cibus’ ability to compete may decline if it does not adequately protect its intellectual property proprietary rights.
In such an event, Cibus’ competitors might be able to enter the market, which would have a material adverse effect on Cibus’ business. Legal action that may be required to enforce Cibus’ patent rights can be expensive and may involve the diversion of significant management time.
In such an event, Cibus’ competitors might be able to enter the market, which would have a material adverse effect on Cibus’ business. - 35 - Table of Contents Legal action that may be required to enforce Cibus’ patent rights can be expensive and may involve the diversion of significant management time.
The parties to the Tax Receivable Agreement do not reimburse Cibus for any payments previously made if such tax basis or other tax benefits are subsequently disallowed, except that any excess payments made to a party under the Tax Receivable Agreement will be netted against future payments otherwise to be made under the Tax Receivable Agreement, if any, after the determination of such excess.
The parties to the Tax Receivable Agreement do not reimburse Cibus for any payments previously made if such tax basis or other tax benefits are subsequently disallowed, except that any excess payments made to a - 43 - Table of Contents party under the Tax Receivable Agreement will be netted against future payments otherwise to be made under the Tax Receivable Agreement, if any, after the determination of such excess.
If Cibus is unable to do so, Cibus may be unable to develop or commercialize the affected products and productivity trait or sustainable ingredient candidates, which could harm its business significantly. In other cases, Cibus controls the prosecution of patents resulting from licensed technology.
If Cibus is unable to do so, Cibus may be unable to develop or commercialize the affected products and - 39 - Table of Contents productivity trait or sustainable ingredient candidates, which could harm its business significantly. In other cases, Cibus controls the prosecution of patents resulting from licensed technology.
In addition, Cibus cannot predict the impact on its business of new or amended - 30 - Table of Contents environmental, health, and safety laws or regulations or any changes in the way existing and future laws and regulations are interpreted and enforced. These current or future laws and regulations may impair Cibus’ research, development, or production efforts.
In addition, Cibus cannot predict the impact on its business of new or amended environmental, health, and safety laws or regulations or any changes in the way existing and future laws and regulations are interpreted and enforced. These current or future laws and regulations may impair Cibus’ research, development, or production efforts.
The standards of the United States Patent and - 32 - Table of Contents Trademark Office (USPTO) and foreign patent offices are sometimes uncertain and could change in the future. Consequently, the issuance and scope of patents cannot be predicted with certainty. Patents, if issued, may be challenged, invalidated, narrowed, or circumvented.
The standards of the United States Patent and Trademark Office (USPTO) and foreign patent offices are sometimes uncertain and could change in the future. Consequently, the issuance and scope of patents cannot be predicted with certainty. Patents, if issued, may be challenged, invalidated, narrowed, or circumvented.
In light of the foregoing needs and constraints on the Company’s capital resources, its Board of Directors will continue to evaluate a full range of strategic alternatives to maximize shareholder value, which may include potential equity or debt financing transactions, business combination transactions (including an acquisition or merger transaction), sales of assets, licensing, and other strategic transactions.
In light of the foregoing needs and constraints on the Company’s capital resources, its Board of Directors will, together with its professional advisors, continue to evaluate a full range of strategic alternatives to maximize shareholder value, which may include potential equity or debt financing transactions, business combination transactions (including an acquisition or merger transaction), sales of assets, licensing, and other strategic transactions.
Each jurisdiction may have its own regulatory framework regarding GMOs, which may include restrictions and regulations on planting and growing genetically modified plants and in the consumption and labeling of genetically modified foods, which may encapsulate products containing Cibus licensed intellectual property.
Each jurisdiction may have its own regulatory framework regarding GMOs, which may include restrictions and regulations on planting and growing genetically modified - 33 - Table of Contents plants and in the consumption and labeling of genetically modified foods, which may encapsulate products containing Cibus licensed intellectual property.
Ultimately, if Cibus cannot demonstrate that its products are better alternatives to existing or future product options, Cibus may not succeed in its markets, or its technologies may be rendered obsolete or uneconomical, which would adversely affect its business, results of operations, and financial condition. The Company’s Restructuring Initiative may result in operational and strategic challenges.
Ultimately, if Cibus cannot demonstrate that its products are better alternatives to existing or future product options, Cibus may not succeed in its markets, or its technologies may be rendered obsolete or uneconomical, which would adversely affect its business, results of operations, and financial condition. The Company’s streamlined business focus may result in operational and strategic challenges.
If Cibus seeks additional financing to fund its business activities in the future and there is substantial doubt about its ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to Cibus on commercially reasonable terms or at all.
If Cibus seeks additional financing to fund its business activities in the future and there is substantial doubt - 26 - Table of Contents about its ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to Cibus on commercially reasonable terms or at all.
In addition to annual analysis, Cibus also assesses goodwill between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of goodwill below its carrying amount. During the third quarter of 2024, the Company experienced a triggering event and assessed its goodwill for impairment.
In addition to its annual analysis, Cibus also assesses goodwill between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of goodwill below its carrying amount. For example, during the first quarter of 2025, the Company experienced a triggering event and assessed its goodwill for impairment.
The applicable United States federal income tax rules for determining Cibus’ tax reporting positions are complex and factual in nature, and there can be no assurance that the IRS or a - 42 - Table of Contents court will not disagree with Cibus’ tax reporting positions.
The applicable United States federal income tax rules for determining Cibus’ tax reporting positions are complex and factual in nature, and there can be no assurance that the IRS or a court will not disagree with Cibus’ tax reporting positions.
In accordance with ASC 350, Goodwill and Other, the Company evaluates the carrying value of goodwill for impairment annually as of November 1. On November 1, 2024, Cibus performed its annual impairment analysis and determined there was no change from the preceding analysis, which occurred on September 30, 2024, and no additional impairment was triggered related to this annual review.
In accordance with ASC 350, Goodwill and Other, the Company evaluates the carrying value of goodwill for impairment annually as of November 1. On November 1, 2025, Cibus performed its annual impairment analysis and determined there was no change from the preceding analysis, which occurred on March 31, 2025, and no additional impairment was triggered related to this annual review.
Cibus’ ability to obtain patent protection for its productivity trait or sustainable ingredient products, processes, and technologies is uncertain due to a number of factors, including: • Cibus or its licensors may not have been the first to invent the technology covered by Cibus’ or their pending patent applications or issued patents; • Cibus cannot be certain that it or its licensors were the first to file patent applications covering Cibus’ productivity trait or sustainable ingredient product, processes. or technologies, as patent applications in the United States and most other countries are confidential for a period of time after filing; • others may independently develop identical, similar, or alternative productivity trait or sustainable ingredient product, processes, and technologies; • the disclosures in Cibus’ or its licensors’ patent applications may not be sufficient to meet the statutory requirements for patentability; • any or all of Cibus’ or its licensors’ pending patent applications may not result in issued patents; • Cibus or its licensors may not seek or obtain patent protection in countries or jurisdictions that may eventually provide Cibus a significant business opportunity; • any patents issued to Cibus or its licensors may not provide a basis for commercially viable products, may not provide any competitive advantages, or may be successfully challenged by third parties, which may result in Cibus’ or its licensors’ patent claims being narrowed, invalidated, or held unenforceable; • Cibus’ productivity trait or sustainable ingredient product, processes, and technologies may not be patentable; • others may design around Cibus’ or its licensors’ patent claims to produce competitive productivity trait or sustainable ingredient product, processes, and technologies that fall outside of the scope of Cibus’ or its licensors’ patents; and • others may identify prior art or other bases upon which to challenge and ultimately invalidate Cibus’ or its licensors’ patents or otherwise render them unenforceable. - 31 - Table of Contents Even if Cibus owns, obtains, or in-licenses patents covering its productivity trait or sustainable ingredient product, processes, and technologies, Cibus may still be barred from making, using, and selling its productivity trait or sustainable ingredient product, processes, and technologies because of the patent rights or intellectual property rights of others.
Cibus’ ability to obtain patent protection for its productivity trait or sustainable ingredient products, processes, and technologies is uncertain due to a number of factors, including: • Cibus or its licensors may not have been the first to invent the technology covered by Cibus’ or their pending patent applications or issued patents; • Cibus cannot be certain that it or its licensors were the first to file patent applications covering Cibus’ productivity trait or sustainable ingredient product, processes, or technologies, as patent applications in the United States and most other countries are confidential for a period of time after filing; • others may independently develop identical, similar, or alternative productivity trait or sustainable ingredient product, processes, and technologies; • the disclosures in Cibus’ or its licensors’ patent applications may not be sufficient to meet the statutory requirements for patentability; • any or all of Cibus’ or its licensors’ pending patent applications may not result in issued patents; • Cibus or its licensors may not seek or obtain patent protection in countries or jurisdictions that may eventually provide Cibus a significant business opportunity; • any patents issued to Cibus or its licensors may not provide a basis for commercially viable products, may not provide any competitive advantages, or may be successfully challenged by third parties, which may result in Cibus’ or its licensors’ patent claims being narrowed, invalidated, or held unenforceable; • Cibus’ productivity trait or sustainable ingredient product, processes, and technologies may not be patentable; • others may design around Cibus’ or its licensors’ patent claims to produce competitive productivity trait or sustainable ingredient product, processes, and technologies that fall outside of the scope of Cibus’ or its licensors’ patents; and • others may identify prior art or other bases upon which to challenge and ultimately invalidate Cibus’ or its licensors’ patents or otherwise render them unenforceable.
The United States net operating loss carryforwards and certain other tax attributes of Cibus may be subject to limitations. As of December 31, 2024, Cibus had approximately $427.3 million of net operating loss carryforwards (NOLs) for federal and state income tax purposes, which may be available to offset federal income tax liabilities in the future.
The United States net operating loss carryforwards and certain other tax attributes of Cibus may be subject to limitations. As of December 31, 2025, Cibus had approximately $570.8 million of net operating loss carryforwards (NOLs) for federal and state income tax purposes, which may be available to offset federal income tax liabilities in the future.
Cibus’ executive officers, directors, and principal stockholders have the ability to control or significantly influence all matters submitted to its stockholders for approval. Cibus’ executive officers, directors, and principal stockholders, in the aggregate, beneficially owned approximately 41.1 percent of Cibus’ outstanding Shares as of December 31, 2024.
Cibus’ executive officers, directors, and principal stockholders have the ability to control or significantly influence all matters submitted to its stockholders for approval. Cibus’ executive officers, directors, and principal stockholders, in the aggregate, beneficially owned approximately 43.7 percent of Cibus’ outstanding Shares as of December 31, 2025.
Risks Related to the Organizational Structure of Cibus Cibus is a holding company and its only material asset is its interest in Cibus Global, and it is accordingly dependent upon distributions from Cibus Global to pay taxes, make payments under the Tax Receivable Agreement, and cover its corporate and other overhead expenses.
Risks Related to the Organizational Structure of Cibus Cibus is a holding company and its only material asset is its interest in Cibus Global, and it is accordingly dependent upon distributions from Cibus Global to pay taxes and cover its corporate and other overhead expenses.
Cibus’ ability to continue as a going concern will depend on its ability to obtain additional financing in the near term. As of December 31, 2024, Cibus had $14.4 million of cash and cash equivalents. Current liabilities were $19.9 million as of December 31, 2024.
Cibus’ ability to continue as a going concern will depend on its ability to obtain additional financing in the near term. As of December 31, 2025, Cibus had $9.9 million of cash and cash equivalents. Current liabilities were $16.9 million as of December 31, 2025.
These tax attributes would not be available to Cibus in the absence of those transactions and are expected to reduce the amount of tax that Cibus would otherwise be required to pay in the future. - 40 - Table of Contents Cibus entered into the Tax Receivable Agreement, pursuant to which Cibus generally is required to pay to the TRA Parties, in the aggregate, 85 percent of the net income tax savings that Cibus actually realizes (or in certain circumstances, is deemed to realize) as a result of (i) certain favorable tax attributes Cibus acquired from the Blockers in the Blocker Mergers (including net operating losses), (ii) increases to Cibus’ allocable share of the tax basis of Cibus Global’s assets resulting from future redemptions or exchanges of Cibus Common Units for shares of Class A Common Stock or cash, (iii) tax attributes resulting from certain payments made under the Tax Receivable Agreement and (iv) deductions in respect of interest under the Tax Receivable Agreement.
Cibus entered into the Tax Receivable Agreement, pursuant to which Cibus generally is required to pay to the TRA Parties, in the aggregate, 85 percent of the net income tax savings that Cibus actually realizes (or in certain circumstances, is deemed to realize) as a result of (i) certain favorable tax attributes Cibus acquired from the Blockers in the Blocker Mergers (including net operating losses), (ii) increases to Cibus’ allocable share of the tax basis of Cibus Global’s assets resulting from future redemptions or exchanges of Cibus Common Units for shares of Class A Common Stock or cash, (iii) tax attributes resulting from certain payments made under the Tax Receivable Agreement and (iv) deductions in respect of interest under the Tax Receivable Agreement.
Cibus’ ability to pay taxes, make payments under the Tax Receivable Agreement, and cover its corporate and other overhead expenses depends on the financial results and cash flows of Cibus Global and its subsidiaries and the distributions that Cibus receives from Cibus Global.
Cibus’ ability to pay taxes and cover its corporate and other overhead expenses depends on the financial results and cash flows of Cibus Global and its subsidiaries and the distributions that Cibus receives from Cibus Global.
The Company completed a Section 382 analysis through December 31, 2023, and it was determined that the Company experienced an IRC 382 cumulative shift as of 5/31/2023, as a result of the Merger Transactions.
The Company completed a Section 382 analysis through December 31, 2023, and it was determined that the Company experienced an IRC 382 cumulative shift as of May 31, 2023, as a result of the merger with Cibus Global.
Risks Related to Cibus’ Business and Operations Cibus has incurred significant losses and anticipates that it will continue to incur significant losses for several years. Cibus’ business is currently primarily focused on R&D of plant gene editing.
Risks Related to Cibus’ Business and Operations Cibus has incurred significant losses and anticipates that it will continue to incur significant losses for several years. Cibus’ business is currently primarily focused on R&D of plant gene editing and advancing its commercial strategies with seed company customers.
Cibus’ business activities are currently conducted at a limited number of locations, and damage or business disruptions at these locations would have an adverse effect on its business. Cibus’ current headquarters, as well as its Oberlin Facility, are located in San Diego, California. At present, Cibus’ R&D operations are conducted at both its San Diego, California and Roseville, Minnesota facilities.
Cibus’ business activities are currently conducted at a limited number of locations, and damage or business disruptions at these locations would have an adverse effect on its business. Cibus’ current headquarters is located in San Diego, California. At present, Cibus’ R&D operations are also conducted at its San Diego, California facility.
In addition, future redemptions or exchanges of Cibus Common Units for shares of Class A Common Stock or cash, and other transactions described herein, are expected to result in favorable tax attributes for Cibus.
In addition, redemptions or exchanges of Cibus Common Units for shares of Class A Common Stock or cash, and other transactions described herein, resulted in favorable tax attributes for Cibus.
Any increase in such negative perceptions or any restrictive government regulations in response thereto, could have a negative effect on Cibus’ business and may delay or impair its ability to enter licensing agreements or to receive milestone and royalty payments pursuant to such licensing arrangements. Cibus’ financial statements include goodwill as a result of the Merger Transactions.
Any increase in such negative perceptions or any restrictive government regulations in response thereto, could have a negative effect on Cibus’ business and may delay or impair its ability to enter licensing agreements or to receive milestone and royalty payments pursuant to such licensing arrangements.
In the absence of significant additional financing, there will likely continue to be substantial doubt about Cibus’ ability to continue as a going concern. To finance Cibus’ continued operations under its current business plan over the next 12 months, Cibus will need to raise additional capital in addition to incremental proceeds raised pursuant to its ongoing at-the-market (ATM) equity program.
In the absence of significant additional financing, there will likely continue to be substantial doubt about Cibus’ ability to continue as a going concern. To finance Cibus’ continued operations under its current business plan over the next 12 months, Cibus will need to raise additional capital.
Goodwill could become impaired in the future under certain conditions, and any such impairment may significantly impact Cibus’ results of operations and financial condition. As of December 31, 2024, Cibus had approximately $253.5 million in goodwill from the Merger Transactions.
Cibus’ financial statements include goodwill which could become impaired in the future under certain conditions, and any such impairment may significantly impact Cibus’ results of operations and financial condition. As of December 31, 2025, Cibus had approximately $232.5 million in goodwill from the merger with Cibus Global.
Although the regulatory framework applicable to Cibus and its trait products in several strategically important jurisdictions, such as the United States, Canada, and certain Latin American countries, is currently favorable, there can be no guarantee that the governing regulations in such jurisdictions will not change.
Although the regulatory framework applicable to Cibus and its trait products in several strategically important jurisdictions, such as the United States, Canada, and certain Latin American countries, is currently favorable and positive developments in the regulatory framework in the EU (except with respect to HT traits) are poised for adoption, there can be no guarantee that the governing regulations in such jurisdictions will not change.
Cibus’ licensee customers will typically oversee the development and commercialization of seeds containing such licensed intellectual property. In such cases, Cibus’ ability to achieve milestone payments or generate royalties is not within its direct control and will substantially depend on the efforts and success of its licensee customers.
In such cases, Cibus’ ability to achieve milestone payments or generate royalties is not within its direct control and will substantially depend on the efforts and success of its licensee customers.
If Cibus is unable to avoid infringing the patent rights of others, Cibus may be required to seek a license, defend an infringement action, or challenge the validity of the patents in court, or redesign its products. Patent litigation is costly and time consuming. Cibus may not have sufficient resources to bring these actions to a successful conclusion.
If Cibus is unable to avoid infringing the patent rights of others, Cibus may be required to seek a license, defend an infringement action, or challenge the - 38 - Table of Contents validity of the patents in court, or redesign its products. Patent litigation is costly and time consuming.
Under its in-license agreements, Cibus may pay up-front fees and milestone payments and be subject to future royalties. Cibus cannot precisely predict the amount, if any, of royalties it will owe in the future, and if its calculations of royalty payments are incorrect, Cibus may owe additional royalties, which could negatively affect its results of operations.
Cibus cannot precisely predict the amount, if any, of royalties it will owe in the future, and if its calculations of royalty payments are incorrect, Cibus may owe additional royalties, which could negatively affect its results of operations.
Cibus’ internal computer systems, or those of its third party contractors or consultants, may fail or suffer security breaches, which could result in a material disruption of Cibus’ operations. - 37 - Table of Contents Despite the implementation of security measures, Cibus’ internal computer systems, and those of third parties on which Cibus relies, are vulnerable to damage from computer viruses, malware, natural disasters, terrorism, war, telecommunication and electrical failures, cyber-attacks or cyber-intrusions over the Internet, attachments to emails, persons inside its organization, or persons with access to systems inside its organization.
Despite the implementation of security measures, Cibus’ internal computer systems, and those of third parties on which Cibus relies, are vulnerable to damage from computer viruses, malware, natural disasters, terrorism, war, telecommunication and electrical failures, cyber-attacks or cyber-intrusions over the Internet, attachments to emails, persons inside its organization, or persons with access to systems inside its organization.
In addition, once the Company generates sufficient revenue to trigger royalty payments under the Royalty Liability, the satisfaction of such payment obligations and the interest expense related thereto may adversely affect the cash flow available for Cibus’ operations, particularly in connection with the initial payment of aggregated, but unpaid, royalty payment amounts.
The financial interest of such directors and officers under the Royalty Liability may create real or perceived conflicts of interest between stockholders’ interests and those of such affiliates. - 40 - Table of Contents In addition, once the Company generates sufficient revenue to trigger royalty payments under the Royalty Liability, the satisfaction of such payment obligations and the interest expense related thereto may adversely affect the cash flow available for Cibus’ operations, particularly in connection with the initial payment of aggregated, but unpaid, royalty payment amounts.
If Cibus’ competitors are able to refine existing alternative gene editing technologies to be, or develop new gene editing technologies that are, superior to its RTDS technologies, Cibus may face reputational damage and a decline in the demand for its products.
If Cibus’ competitors are able to refine existing alternative gene editing technologies to be, or develop new gene editing technologies that are, superior to its RTDS technologies, Cibus may face reputational damage and a decline in the demand for its products. This risk is exacerbated by competitors’ increasing use of AI technology to rapidly develop and enhance existing technologies.
Complying with regulatory frameworks applicable to regulated articles or plant pests, even in respect of a limited number of products, would be a costly, time consuming process and could substantially delay or prevent the commercialization of Cibus’ products.
Complying with regulatory frameworks applicable to regulated articles or plant pests, even in respect of a limited number of products, would be a costly, time consuming process and could substantially delay or prevent the commercialization of Cibus’ products. The regulatory environment varies greatly from region-to-region and in many countries is less developed than in the United States.
The limitations imposed by such exclusive licenses could prevent Cibus from expanding its business and increasing its product development initiatives with new licensing partners, both of which could adversely affect Cibus’ business and results of operations.
The limitations imposed by such exclusive licenses could prevent Cibus from expanding its business and increasing its product development initiatives with new licensing partners, both of which could adversely affect Cibus’ business and results of operations. Cibus’ results of operations will be affected by the level of royalty payments that Cibus is required to pay to third parties.
For example, the loss of field trial data for Cibus’ productivity trait or sustainable ingredient candidates could result in delays in Cibus’ commercialization efforts and significantly increase Cibus’ costs to recover or reproduce the data. Additionally, there have been reported cases in the industry where productivity trait or sustainable ingredient candidates have been stolen from the field during field trials.
For example, the loss of field trial data for Cibus’ productivity trait or sustainable ingredient candidates could result in delays in Cibus’ commercialization efforts and significantly increase Cibus’ costs to recover or reproduce the data.
The payment obligations under the Tax Receivable Agreement are Cibus’ obligations and not obligations of Cibus Global. It is expected that the payments Cibus is required to make under the Tax Receivable Agreement will be substantial.
It is expected that the payments Cibus is required to make under the Tax Receivable Agreement will be substantial.
Moreover, Cibus’ ability to protect and enforce its intellectual property rights may be adversely affected by unforeseen changes in foreign intellectual property laws.
Such disclosure could have a material adverse effect on Cibus’ business. Moreover, Cibus’ ability to protect and enforce its intellectual property rights may be adversely affected by unforeseen changes in foreign intellectual property laws.
If Cibus is unable to successfully acquire or in-license rights to required third party intellectual property and proprietary rights or maintain the existing intellectual property and proprietary rights Cibus has, Cibus may have to cease development of the relevant program, product, or productivity trait or sustainable ingredient candidate, which could have a material adverse effect on its business. - 35 - Table of Contents If Cibus fails to comply with its obligations in the agreements under which Cibus licenses intellectual property rights from third parties or otherwise experience disruptions to its business relationships with its licensors, Cibus could lose license rights that are important to its business.
If Cibus is unable to successfully acquire or in-license rights to required third party intellectual property and proprietary rights or maintain the existing intellectual property and proprietary rights Cibus has, Cibus may have to cease development of the relevant program, product, or productivity trait or sustainable ingredient candidate, which could have a material adverse effect on its business.
In addition, although Cibus tries to ensure that its employees and consultants do not use the proprietary information or know-how of others in their work for Cibus, Cibus may be subject to claims that it or its employees, consultants, or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information, of a former employer or other third parties. - 34 - Table of Contents Other parties may allege that Cibus’ productivity traits or sustainable ingredient products, processes, or technologies infringe, misappropriate, or otherwise violate patent claims or other intellectual property rights held by them or that Cibus is employing their proprietary technology without authorization.
In addition, although Cibus tries to ensure that its employees and consultants do not use the proprietary information or know-how of others in their work for Cibus, Cibus may be subject to claims that it or its employees, consultants, or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information, of a former employer or other third parties.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Operations Overview—Royalty Liability Interest Expense - Related Parties.” Certain directors and officers of Cibus are beneficiaries of the Royalty Liability. The financial interest of such directors and officers under the Royalty Liability may create real or perceived conflicts of interest between stockholders’ interests and those of such affiliates.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Operations Overview—Royalty Liability Interest Expense - Related Parties.” Certain directors and officers of Cibus are beneficiaries of the Royalty Liability.
In addition to contractual measures, Cibus tries to protect the confidential nature of its proprietary information using physical and technological security measures. Such measures may not provide adequate protection for Cibus’ proprietary information.
In addition to contractual measures, Cibus tries to protect the confidential nature of its proprietary information using physical and technological security measures. Such measures may not provide adequate protection for Cibus’ proprietary information. For example, there have been reported cases in the industry where productivity trait or sustainable ingredient candidates have been stolen from the field during field trials.
Accordingly, Cibus’ and its licensors’ efforts to enforce intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that Cibus owns or licenses.
Accordingly, Cibus’ and its licensors’ efforts to enforce intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that Cibus owns or licenses. Similarly, if Cibus’ trade secrets are disclosed in a foreign jurisdiction, competitors worldwide could have access to Cibus’ proprietary information and Cibus may be without satisfactory recourse.
These and other market and industry factors may cause the market price and demand for the Class A Common Stock to fluctuate substantially, regardless of the Company’s actual operating performance, which may limit or prevent investors from readily selling their Class A Common Stock at a favorable price, or at all, and may otherwise negatively affect the liquidity of the Class A Common Stock.
These and other market and industry factors may cause the market price and demand for the Class A Common Stock to fluctuate substantially, regardless of the Company’s actual operating performance, which may limit or prevent investors from readily selling their Class A Common Stock at a favorable price, or at all, and may otherwise negatively affect the liquidity of the Class A Common Stock. - 41 - Table of Contents Provisions in the Amended Certificate of Incorporation and Amended Bylaws and provisions under Delaware Law could make an acquisition of Cibus, which may be beneficial to its stockholders, more difficult and may prevent attempts by its stockholders to replace or remove its management.
There is also a risk that future legal or regulatory changes may limit Cibus’ ability to use current or future NOLs to offset its future federal income tax liabilities.
In addition, Cibus may experience ownership changes as a result of shifts in the direct or indirect ownership of its stock, some of which may be outside of its control. There is also a risk that future legal or regulatory changes may limit Cibus’ ability to use current or future NOLs to offset its future federal income tax liabilities.
If a corporation experiences an ownership change, the corporation will be subject to an annual limitation that applies to the amount of pre-ownership change NOLs that may be used to offset post-ownership change taxable income. This limitation is generally determined by multiplying the value of the corporation’s stock immediately before the ownership change by the applicable long-term tax-exempt rate.
If a corporation experiences an ownership change, the corporation will be subject to an annual limitation that applies to the amount of pre-ownership change NOLs that - 42 - Table of Contents may be used to offset post-ownership change taxable income.
Cibus intends to license the intellectual property produced through its gene editing technologies to third parties for use in their products and will be dependent on them to successfully commercialize such products. - 24 - Table of Contents Cibus’ business model contemplates that it will license to third parties—primarily seed companies—the intellectual property with respect to substantially all of the productivity traits it develops for sale in their product offerings.
Cibus’ business model contemplates that it will license to third parties—primarily seed companies—the intellectual property with respect to substantially all of the productivity traits it develops for sale in their product offerings. Cibus’ licensee customers will typically - 28 - Table of Contents oversee the development and commercialization of seeds containing such licensed intellectual property.
Cibus’ results of operations will be affected by the level of royalty payments that Cibus is required to pay to third parties. - 36 - Table of Contents Cibus is, or may become, party to agreements, including licensing agreements and its Warrant Exchange Agreement (as defined herein), that require Cibus to remit royalty payments and other payments related to its owned or licensed intellectual property.
Cibus is, or may become, party to agreements, including licensing agreements and its Warrant Exchange Agreement (as defined herein), that require Cibus to remit royalty payments and other payments related to its owned or licensed intellectual property. Under its in-license agreements, Cibus may pay up-front fees and milestone payments and be subject to future royalties.
Cibus considered the decline in its stock price since its last annual assessment and concluded it was more likely than not that its goodwill would be impaired. The Company determined its goodwill - 27 - Table of Contents was impaired by $181.4 million, which was recorded during the third quarter of 2024 in the accompanying consolidated statements of operations.
Cibus considered the decline in market capitalization of its Class A Common Stock since its last annual assessment and concluded it was more likely than not that its goodwill would be - 31 - Table of Contents impaired.
The Company completed an additional analysis through December 31, 2024, to determine if any additional cumulative shifts have occurred and concluded no Section 382 ownership change was identified in 2024. For financial statement purposes, the Company has included the federal and state NOLs and R&D credit in the schedule of deferred tax assets offset with a full valuation allowance.
The Company completed an additional analysis through each of December 31, 2025, and 2024, to determine if any additional cumulative shifts have occurred and concluded no Section 382 ownership change was identified in either 2025 or 2024.
There is no assurance that Cibus will not experience additional ownership changes under Section 382 that would further limit or possibly eliminate its ability to use its NOLs. In addition, Cibus may experience ownership changes as a result of shifts in the direct or indirect ownership of its stock, some of which may be outside of its control.
Due to the existence of the valuation allowance, limitations created by historical ownership changes will not impact the Company’s effective tax rate in the future. There is no assurance that Cibus will not experience additional ownership changes under Section 382 that would further limit or possibly eliminate its ability to use its NOLs.
The regulatory environment varies greatly from region-to-region and in many countries is less developed than in the United States and the European Union. Outside of the United States and the EU, the regulatory environment around gene editing in plants and microorganisms is uncertain and varies greatly from jurisdiction-to-jurisdiction.
Outside of the United States, the regulatory environment around gene editing in plants and microorganisms is characterized by greater uncertainty and variability, with regulations often varying greatly from jurisdiction-to-jurisdiction.
In addition, negative developments arising from its competitors’ use of certain gene editing technologies could harm the reputation of gene editing technology, generally.
In addition, negative developments arising from its competitors’ use of certain gene editing technologies could harm the reputation of gene editing technology, generally. Cibus intends to license the intellectual property produced through its gene editing technologies to third parties for use in their products and will be dependent on them to successfully commercialize such products.
Headcount reductions, which may result in the loss of institutional knowledge and expertise, may adversely affect operations and yield unintended consequences, such as attrition beyond Cibus’ intended reductions and reduced employee morale.
Cost reduction actions associated with this streamlined business focus, including rationalization of human capital resources and certain non-core facilities, may result in the loss of institutional knowledge and expertise, may adversely affect operations and yield unintended consequences, such as unplanned attrition and reduced employee morale.
Negative publicity associated with cost reduction activities could adversely affect Cibus’ relationships with its suppliers, service providers, customers and potential customers, and employees, which could adversely affect its operations and financial condition. Cibus’ Royalty Liability may contribute to net losses for Cibus and cause the value for securities of Cibus to fluctuate.
Risks Related to Cibus’ Organization and Operations Cibus’ Royalty Liability may contribute to net losses for Cibus and cause the value for securities of Cibus to fluctuate.
Patent and other types of intellectual property litigation can involve complex factual and legal questions, and their outcome is uncertain.
Other parties may allege that Cibus’ productivity traits or sustainable ingredient products, processes, or technologies infringe, misappropriate, or otherwise violate patent claims or other intellectual property rights held by them or that Cibus is employing their proprietary technology without authorization. Patent and other types of intellectual property litigation can involve complex factual and legal questions, and their outcome is uncertain.
If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by historical ownership changes will not impact the Company’s effective tax rate in the future.
For financial statement purposes, the Company has included the federal and state NOLs and R&D credit in the schedule of deferred tax assets offset with a full valuation allowance. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance.
Removed
In the fourth quarter of 2023, Cibus implemented a strategic realignment pursuant to which the Company initiated cost reduction initiatives designed to preserve capital resources for the advancement of Cibus’ priority objectives, which initiatives included reductions in capital expenditures, streamlining of independent contractor utilization, and prioritization of near-term payment obligations.
Added
Cibus’ business is focused on advancing weed management in Rice and its partially partner-funded and/or supported sustainable ingredients program.
Removed
Additionally, in the fourth quarter of 2024, the Company initiated its Restructuring Initiative 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 Oberlin facility upon expiration in August 2025.
Added
Moreover, although Cibus has recently implemented, and may continue to implement, cost reduction actions, including reductions in its workforce, there can be no assurance that Cibus will be able to achieve its stated cash burn targets in a timely manner, or at all, or that such changes will result in improved cash flow and financial stability.
Removed
On October 18, 2024, Cibus announced its Restructuring Initiative, which included a reduction in its workforce by approximately 26 full-time employees, a reduction of approximately 14 percent.
Added
The Company’s decision to streamline its business focus on weed management in Rice and its partially partner-funded and/or supported sustainable ingredients program reflects management assumptions and estimates regarding the demand for end-products containing Cibus licensed intellectual property, the existence or non-existence of products being simultaneously developed by competitors, global and regional agricultural and macro-economic conditions, and potential market penetration and obsolescence, whether planned or unplanned.
Removed
The Restructuring Initiative was a result of Cibus’ realigned organization, which focuses the allocation of the Company’s capital resources toward its commercial effort priorities through advancement of Cibus’ weed management traits HT1 and HT3 for Rice, Sclerotinia resistance trait for Soybean and Canola, and the continuing development of its Soybean platform, while enabling continued progress on its PSR trait and its third weed management trait HT2 with a more streamlined use of resources.
Added
There can be no assurance that such management assumptions are correct, and any failure to realize such demand forecasts for Cibus’ products or downstream products containing Cibus’ intellectual property could have a material adverse effect on Cibus’ business, results of operations, and financial condition. - 27 - Table of Contents Cibus’ success depends, in part, on its ability to effectively estimate future demand.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOrganizational risk assessments help management to assess threats and identify and investigate potential vulnerabilities to make risk management decisions and assign resources to mitigate risk. The Company’s cybersecurity risk management strategy is incorporated into its business continuity plans, which include plans designed to address disaster recovery at its data centers and its holistic risk assessment procedures.
Biggest changeThe Company’s cybersecurity risk management strategy is incorporated into - 44 - Table of Contents its business continuity plans, which include plans designed to address disaster recovery at its data centers and its holistic risk assessment procedures. Further, Cibus has a security awareness platform that provides its employees training on a variety of topics.
Further, Cibus has processes designed to identify, assess, and manage third party service provider risks when third parties handle, possess, process, and store the Company’s material information.
Cibus engages external resources that contribute to and provide evaluation of, its existing cybersecurity practices and organizational risk assessment systems. Further, Cibus has processes designed to identify, assess, and manage third party service provider risks when third parties handle, possess, process, and store the Company’s material information.
Removed
Further, Cibus has a security awareness platform that provides its employees training on a variety of topics. Cibus engages external resources that contribute to and provide evaluation of, its existing cybersecurity practices and organizational risk assessment systems.
Added
Organizational risk assessments help management to assess threats and identify and investigate potential vulnerabilities to make risk management decisions and assign resources to mitigate risk.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties. The Company’s headquarters are located in San Diego, California where it has leases for its headquarters facility, which includes office and laboratory space and it has a trait development facility for editing plants.
Biggest changeItem 2. Properties. The Company’s headquarters are located in San Diego, California where it leases its headquarters facility, which includes office and laboratory space, with a term that expires in 2033. The headquarters facility is 53,423 square feet.. The headquarters facility lease includes one option to extend the lease.
The Company had one option to extend the term of the greenhouse lease, for five years, and executed this right with an amended lease agreement beginning in September 2023 and expiring at the end of August 2028. There are no other options to extend this lease. The Company has one option to extend the warehouse lease for five years.
The Company had one option to extend the term of the greenhouse lease, for five years, and executed this right with an amended lease agreement beginning in September 2023 and expiring at the end of August 2028. There are no other options to extend this lease.
The Company also continues to lease its former corporate headquarters facility in Roseville, Minnesota totaling 44,000 square feet. This facility includes office, research laboratories, greenhouses, and outdoor growing plots.
The Company had one option to extend the warehouse lease for five years which it did not execute. The Company also continues to lease its former corporate headquarters facility in Roseville, Minnesota totaling 44,000 square feet. This facility includes office, research laboratories, greenhouses, and outdoor growing plots.
The Company had one option to extend the trait development facility lease for one year, but will terminate the lease in August 2025. - 43 - Table of Contents Additionally, the Company has certain leases for greenhouse and warehouse facilities, totaling 30,800 and 6,207 square feet, respectively, with terms that expire in August 2028 and August 2026, respectively.
The Company had a 31,939 square foot trait development facility for editing plants in San Diego, California until August 2025 when the lease term ended. Additionally, the Company has certain leases for greenhouse and warehouse facilities, totaling 30,800 and 6,207 square feet, respectively, with terms that expire in August 2028 and August 2026, respectively.
Removed
The headquarters facility and the trait development facility are 53,423 and 31,939 square feet, respectively, with terms that expire in March 2033 and August 2025, respectively. In June 2024, the headquarters facility lease term was extended until March 2033. The headquarters facility lease includes one option to extend the lease.
Added
In the fourth quarter of 2025, the Company began to wind-down operations at its Roseville, Minnesota facility and the Company is currently working to sublease the facility. Cibus also has a small office in Europe.
Removed
Cellectis, the Company’s former majority stockholder, has guaranteed all obligations under the lease, as discussed in Note 14 to the consolidated financial statements included in this Annual Report. Cibus also has offices in different locations in Canada, the United States, and Europe.
Removed
For the years ended December 31, 2024, and 2023, Cibus incurred rent expenses under these leases of $7.0 million and $4.5 million, respectively.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings. The Company is not a party to any material pending legal proceedings as of December 31, 2024. From time-to-time, the Company may be involved in legal proceedings arising in the ordinary course of business. Item 4. Mine Safety Disclosures. Not applicable. - 44 - Table of Contents Part II
Biggest changeItem 3. Legal Proceedings. The Company was not a party to any material pending legal proceedings as of December 31, 2025. From time-to-time, the Company may be involved in legal proceedings arising in the ordinary course of business. - 45 - Table of Contents Item 4. Mine Safety Disclosures. Not applicable. - 46 - Table of Contents Part II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 44 PART II 45 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 45 Item 6. [Reserved] 45 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 46 Item 7.A. Quantitative and Qualitative Disclosures About Market Risk 57 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 46 Part II 47 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 47 Item 6. [Reserved] 47 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 48 Item 7.A. Quantitative and Qualitative Disclosures About Market Risk 58 Item 8.
Financial Statements and Supplementary Data 57 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 57 Item 9.A. Controls and Procedures 57 Item 9.B. Other Information 58
Financial Statements and Supplementary Data 59 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 59 Item 9.A. Controls and Procedures 59 Item 9.B. Other Information 59

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeHolders of Common Stock As of March 18, 2025, there were 445 holders of record of 32,850,026 outstanding shares of the Company’s Class A Common Stock (including 211,615 restricted shares of Class A Common Stock, which remain subject to vesting), and 30 holders of record of 1,712,373 outstanding shares of the Company’s Class B Common Stock.
Biggest changeHolders of Common Stock As of March 10, 2026, there were 402 holders of record of 69,267,774 outstanding shares of the Company’s Class A Common Stock (including 71,652 restricted shares of Class A Common Stock, which remain subject to vesting).
During the period covered by this Annual Report on Form 10-K, 12,514 shares of Class A Common Stock were withheld for net share settlement resulting from restricted stock unit award vesting.
During the period covered by this Annual Report on Form 10-K, 87,930 shares of Class A Common Stock were withheld for net share settlement resulting from restricted stock unit award vesting.
Issuer Purchases of Equity Securities The Company did not repurchase any shares of Class A Common Stock or Class B Common Stock during the period covered by this Annual Report on Form 10-K.
Issuer Purchases of Equity Securities The Company repurchased 60,088 shares of Class A Common Stock and no shares of Class B Common Stock during the period covered by this Annual Report on Form 10-K.
Added
The shares of Class A Common Stock were repurchased from an employee of the Company at a price of $0.0001 per share in a transaction approved by the Company’s board of directors.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

87 edited+30 added−53 removed44 unchanged
Biggest changeRESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2024, COMPARED TO THE YEAR ENDED DECEMBER 31, 2023 A summary of the Company’s results of operations for the years ended December 31, 2024, and 2023 follows: Years Ended December 31, In Thousands, except per share and percentage values 2024 2023 $ Change % Change Revenue $ 4,262 $ 1,817 $ 2,445 135 % Research and development 50,429 42,367 8,062 19 % Selling, general, and administrative 30,797 28,914 1,883 7 % Goodwill and intangible assets impairment 181,432 249,419 (67,987) (27) % Loss from operations (258,396) (318,883) 60,487 19 % Royalty liability interest expense - related parties (34,190) (18,892) (15,298) (81) % Other interest income, net 631 527 104 20 % Non-operating income (expense), net 9,271 (395) 9,666 2,447 % Loss before income taxes (282,684) (337,643) 54,959 16 % Income tax (expense) benefit (29) 4 (33) (825) % Net loss $ (282,713) $ (337,639) $ 54,926 16 % Net loss attributable to redeemable noncontrolling interest (31,325) (70,012) 38,687 55 % Net loss attributable to Cibus, Inc. $ (251,388) $ (267,627) $ 16,239 6 % Basic and diluted net loss per share of Class A common stock $ (10.83) $ (25.95) $ 15.12 58 % Revenue Revenue was $4.3 million in 2024, an increase of $2.4 million from 2023.
Biggest changeNon-Operating Income, net Non-operating income, net are income or expenses that are not directly related to ongoing operations and are primarily comprised of gains and losses from the fair value adjustment of the Common Warrants (as defined in Note 1 to the accompanying consolidated financial statements). - 51 - Table of Contents RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2025, COMPARED TO THE YEAR ENDED DECEMBER 31, 2024 A summary of the Company’s results of operations for the years ended December 31, 2025, and 2024 follows: Years Ended December 31, In Thousands, except per share and percentage values 2025 2024 $ Change % Change Revenue $ 3,639 $ 4,262 $ (623) (15) % Research and development 44,198 50,429 (6,231) (12) % Selling, general, and administrative 26,905 30,797 (3,892) (13) % Goodwill impairment 20,950 181,432 (160,482) (88) % Long-lived assets impairment 9,115 — 9,115 NM Loss from operations (97,529) (258,396) 160,867 62 % Royalty liability interest expense - related parties (35,481) (34,190) (1,291) (4) % Other interest income, net 438 631 (193) (31) % Non-operating income, net 400 9,271 (8,871) (96) % Loss before income taxes (132,172) (282,684) 150,512 53 % Income tax expense (29) (29) — — % Net loss $ (132,201) $ (282,713) $ 150,512 53 % Net loss attributable to noncontrolling interest and redeemable noncontrolling interest (5,116) (31,325) 26,209 84 % Net loss attributable to Cibus, Inc. stockholders $ (127,085) $ (251,388) $ 124,303 49 % Basic and diluted net loss per share of Class A common stock $ (2.78) $ (10.83) $ 8.05 74 % NM – not meaningful Revenue Revenue was $3.6 million in 2025, a decrease of $0.6 million from 2024.
OVERVIEW AND BUSINESS UPDATE Cibus is a leading agricultural biotechnology company that uses proprietary gene editing technologies to develop plant traits, which are specific genetic characteristics in the DNA of a plant’s seed. These characteristics influence how a resulting plant functions and/or interacts with its environment.
OVERVIEW AND BUSINESS UPDATE Cibus is a leading agricultural biotechnology company that uses proprietary gene editing technologies to develop plant traits, which are specific genetic characteristics in the DNA of a plant’s seed. These plant traits, or characteristics, influence how a resulting plant functions and/or interacts with its environment.
Any of these factors could significantly impact the costs, timing, and viability associated with the development of its product candidates. Selling, General, and Administrative Expenses SG&A expense consists primarily of employee-related expenses, such as salaries for its executive, business development, legal, intellectual property, information technology, finance, human resources, and other administrative functions.
Any of these factors could significantly impact the costs, timing, and viability associated with the development of its product candidates. Selling, General, and Administrative Expenses Selling, general, and administrative (SG&A) expense consists primarily of employee-related expenses, such as salaries for its executive, business development, legal, intellectual property, information technology, finance, human resources, and other administrative functions.
The combined offering price for each share of Class A Common Stock and the accompanying 2025 Common Warrant was $2.50. The combined offering price for each 2025 Pre-Funded Warrant and the accompanying 2025 Common Warrant was $2.4999.
The combined offering price for each share of Class A Common Stock and the accompanying 2025 Common Warrant was $2.50. The combined offering price for each 2025 Pre-Funded Warrant and the accompanying 2025 Common Warrant was $2.4999.
The Warrant Exchange Agreement and IP Security Agreement remain in place following the Company’s acquisition of Cibus Global in the Merger Transactions.
The Warrant Exchange Agreement and IP Security Agreement remain in place following the Company’s acquisition of Cibus Global in the Merger Transactions.
Subject Revenues exclude revenues attributable to certain Nucelis product lines (certain applications in microorganisms), amounts received from the sale or disposition of the Company’s assets to the extent the purchaser agrees to be bound by the Warrant Exchange Agreement, fair market value payments for Cibus Global capital stock, and revenues attributable to collaboration and research projects.
Subject Revenues exclude revenues attributable to certain Nucelis product lines (certain applications in microorganisms), amounts received from the sale or disposition of the Company’s assets to the extent the purchaser agrees to be bound by the Warrant Exchange Agreement, fair market value payments for Cibus Global capital stock, and revenues attributable to collaboration and research projects.
Royalty Payments are contingent because they are based upon the actual cash amounts constituting Subject Revenues that are collected from the Company’s customers.
Royalty Payments are contingent because they are based upon the actual cash amounts constituting Subject Revenues that are collected from the Company’s customers.
Pursuant to the IP Security Agreement, Cibus Global’s payment and performance obligations under the Warrant Exchange Agreement are secured by a security interest in substantially all of Cibus Global’s intellectual property.
Pursuant to the IP Security Agreement, Cibus Global’s payment and performance obligations under the Warrant Exchange Agreement are secured by a security interest in substantially all of Cibus Global’s intellectual property.
If it is determined, based on qualitative factors, that the fair value of the reporting unit may more likely than not be less than its carrying amount, or if significant adverse changes in the Company’s future financial performance occur that could materially impact fair value, a quantitative goodwill impairment test would be required.
If it is determined, based on qualitative factors, that the fair value of the reporting unit may more likely than not be less than its carrying amount, or if significant adverse changes in the Company’s future financial performance occur that could materially impact fair value, a quantitative goodwill impairment test would be required.
Additionally, the Company can elect to forgo the qualitative assessment and perform the quantitative test. If the qualitative assessment indicates that the quantitative analysis should be performed, or if management elects to bypass a qualitative assessment, it then evaluates goodwill for impairment by comparing the fair value of the reporting unit to its carrying amount, including goodwill.
Additionally, the Company can elect to forgo the qualitative assessment and perform the quantitative test. If the qualitative assessment indicates that the quantitative analysis should be performed, or if management elects to bypass a qualitative assessment, it then evaluates goodwill for impairment by comparing the fair value of the reporting unit to its carrying amount, including goodwill.
The quantitative assessment for goodwill requires Cibus to estimate the fair value of its reporting unit using either an income or market approach or a combination thereof. Management makes critical assumptions and estimates in completing impairment assessments of goodwill and other intangible assets.
The quantitative assessment for goodwill requires Cibus to estimate the fair value of its reporting unit using either an income or market approach or a combination thereof. Management makes critical assumptions and estimates in completing impairment assessments of goodwill and other intangible assets.
Capital Resources The Company’s primary source of liquidity is its cash and cash equivalents, with additional capital resources accessible, subject to market conditions and other factors, including limitations that may apply to the Company under applicable Nasdaq regulations, from the capital markets, including through stock offerings of common stock or other securities, which may be implemented pursuant to the Company’s effective registration statement on Form S-3.
Capital Resources The Company’s primary source of liquidity is its cash and cash equivalents, with additional capital resources accessible, subject to market conditions and other factors, including limitations that may apply to the Company under applicable Nasdaq and SEC regulations, from the capital markets, including through stock offerings of common stock or other securities, which may be implemented pursuant to the Company’s effective registration statement on Form S-3.
The Company considered the decline in its stock price since its last annual assessment 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 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 Cibus Non-Profit Foundation must use all donations received consistent with its mission statement: to drive sustainable agriculture and sustainable agricultural communities in the developing world. Accordingly, as of December 31, 2024, the Company had not recorded a liability related to its obligations to the Cibus Non-Profit Foundation within the accompanying consolidated financial statements.
The Cibus Non-Profit Foundation must use all donations received consistent with its mission statement: to drive sustainable agriculture and sustainable agricultural communities in the developing world. Accordingly, as of December 31, 2025, the Company had not recorded a liability related to its obligations to the Cibus Non-Profit Foundation within the accompanying consolidated financial statements.
As of December 31, 2024, the amount of aggregated, but unpaid, Royalty Payments is $0.6 million. The initial term of the Warrant Exchange Agreement runs for 30 years from the date the first Royalty Payment becomes due and may be extended for an additional 30-year term upon written notice and a $100 payment.
As of December 31, 2025, the amount of aggregated, but unpaid, Royalty Payments is $0.6 million. The initial term of the Warrant Exchange Agreement runs for 30 years from the date the first Royalty Payment becomes due and may be extended for an additional 30-year term upon written notice and a $100 payment.
As of December 31, 2024, the amount of aggregated, but unpaid, Royalty Payments is $0.6 million. The initial term of the Warrant Exchange Agreement runs for 30 years from the date the first Royalty Payment becomes due and may be extended for an additional 30-year term upon written notice and a $100 payment.
As of December 31, 2025, the amount of aggregated, but unpaid, Royalty Payments is $0.6 million. The initial term of the Warrant Exchange Agreement runs for 30 years from the date the first Royalty Payment becomes due and may be extended for an additional 30-year term upon written notice and a $100 payment.
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 adding a redemption notice of 30 days, and (iii) extend the termination date of those 2024 Common Warrants held by those certain investors to five years following the closings of the January 2025 Follow-On Offering (as described below).
Concurrent with the January 2025 Follow-On Offering, the Company agreed to contractual amendments with those certain investors (Warrant Amendment Agreement) to (i) reduce the exercise price of those 2024 Common Warrants to $2.50 per share, (ii) reduce the threshold for satisfaction of the trading condition in respect of the redemption provisions from $20.00 per share to $5.00 per share as well as adding a redemption notice of 30 days, and (iii) extend the termination date of those 2024 Common Warrants held by those certain investors to five years following the closings of the January 2025 Follow-On Offering.
The 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).
The Company reviews the recoverability of the net book value of long-lived 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).
The duration, costs, and timing of development of its product candidates are subject to numerous uncertainties and will depend on a variety of factors, including: • levels of hiring and retaining R&D personnel; • the extent to which any serious adverse events in its field trials are encountered; • the impact of any business interruptions to operations or to those of the third parties with whom the Company works with; and • the impact of any new or changing government regulations related to its product candidates.
The duration, costs, and timing of development of its product candidates are subject to numerous uncertainties and will depend on a variety of factors, including: • levels of hiring and retaining R&D personnel; • the extent to which any serious adverse events in its field trials are encountered; - 49 - Table of Contents • the impact of any business interruptions to operations or to those of the third parties with whom the Company works with; and • the impact of any new or changing government regulations related to its product candidates.
Royalty Payments will not begin until after the first fiscal quarter in which the aggregate Subject Revenues cash inflow during any consecutive 12 month period equals or exceeds $50.0 million, at which point Cibus Global will be obligated to pay all aggregated, but unpaid, Royalty Payments under the Warrant Exchange Agreement.
Royalty Payments will not begin until after the first fiscal quarter in which the aggregate Subject Revenues cash inflow during any consecutive 12 month period equals or exceeds $50.0 million, at which point Cibus Global will be obligated to pay all aggregated, but - 50 - Table of Contents unpaid, Royalty Payments under the Warrant Exchange Agreement.
The Company believes that its cash and cash equivalents as of December 31, 2024, is not sufficient to fund its operations for a period of 12 months or more from the date of this filing.
The Company believes that its cash and cash equivalents as of December 31, 2025, is not sufficient to fund its operations for a period of 12 months or more from the date of this filing.
The Company has initiated additional cost reduction actions designed to preserve capital resources for the advancement of its streamlined priority objectives, which initiatives include reductions in expenditures for consultants and other third-party service providers, organizational restructuring and related talent optimization, and streamlining of rent and facility expenses, including the non-renewal of the lease for the Company’s trait development facility for editing plants in San Diego, California upon expiration in August 2025.
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.
Its primary business is the development of plant traits for some of the world’s major agricultural food crops that help address specific productivity, profitability, sustainability, or yield challenges in farming.
Cibus’ primary business is the development of plant traits for some of the world’s major agricultural crops that help address specific productivity, profitability, sustainability, or yield challenges in farming.
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business.
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of - 55 - Table of Contents assets and satisfaction of liabilities in the ordinary course of business.
For purposes of this calculation, net royalty revenue refers to all royalty payments received by the Company, net of all taxes (other than income taxes) and all amounts payable pursuant to the Royalty Liability.
For purposes of this calculation, net royalty revenue refers to all royalty payments received by the Company, net of all taxes (other than income taxes) and all amounts payable pursuant to the Royalty - 56 - Table of Contents Liability.
The - 55 - Table of Contents preparation of these consolidated financial statements requires the Company to make estimates, assumptions, and judgments that affect the reported amounts in its consolidated financial statements and accompanying notes.
The preparation of these consolidated financial statements requires the Company to make estimates, assumptions, and judgments that affect the reported amounts in its consolidated financial statements and accompanying notes.
The Company evaluates the carrying value of goodwill and indefinite-lived intangible assets for impairment annually as of November 1 each year in accordance with Accounting Standards Codification (ASC) Topic 350, Intangibles — Goodwill and Other, and between - 48 - Table of Contents annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount.
Goodwill Impairment The Company evaluates the carrying value of goodwill for impairment annually as of November 1 each year in accordance with Accounting Standards Codification (ASC) Topic 350, Intangibles — Goodwill and Other, and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount.
LIQUIDITY AND CAPITAL RESOURCES Liquidity The Company’s primary source of liquidity is its cash and cash equivalents, with additional capital resources accessible from the capital markets, subject to market conditions and other factors, including limitations that may apply to the Company under applicable Nasdaq regulations.
LIQUIDITY AND CAPITAL RESOURCES Liquidity The Company’s primary source of liquidity is its cash and cash equivalents, with additional capital resources accessible from the capital markets, subject to market conditions and other factors, including limitations that may apply to the Company under applicable Nasdaq regulations. The Company’s liquidity funds its non-discretionary cash requirements and its discretionary spending.
The Company has not recognized any impairment losses related to long-lived assets or finite-lived intangible assets for the years ended December 31, 2024, and 2023. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS For more information on recently issued accounting pronouncements, see the Company’s consolidated financial statements and footnotes on page F-1 and specifically Note 1.
The Company did not recognize any impairment losses related to long-lived assets or finite-lived intangible assets for the year ended December 31, 2024. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS For more information on recently issued accounting pronouncements, see the Company’s consolidated financial statements and footnotes on page F-1 and specifically Note 1.
The decrease in net loss attributable to redeemable noncontrolling interest is a result of the Up-C Units created as part of the closing of the Merger Transactions, and the amount for the period is based on the percentage of Cibus Global that is not owned by Cibus, Inc.
The decrease in net loss attributable to noncontrolling interest and redeemable noncontrolling interest is a result of less Up-C Units, as the amount for the period is based on the percentage of Cibus Global that is not owned by Cibus, Inc.
Over the longer term and until the Company can generate cash flows sufficient to support its operating capital requirements, it expects to finance a portion of future cash needs through (i) cash on hand, (ii) commercialization activities, which may result in various types of revenue streams from future trait R&D collaboration agreements and technology licenses, including upfront and milestone payments, annual license fees, and royalties; (iii) government or other third party funding (iv) public or private equity or debt financings, or (v) a combination of the foregoing.
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.
The Company’s cash flow projections look several years into the future and include assumptions on variables such as future royalties and operating margins, economic conditions, probability of success, market competition, inflation, and discount rates. - 56 - Table of Contents During the third quarter of 2024, the Company experienced a Triggering Event and assessed its goodwill for impairment.
The Company’s cash flow projections look several years into the future and include assumptions for certain variables, such as future royalties and operating margins, economic conditions, probability of success, market competition, inflation, and discount rates. During the first quarter of 2025, the Company experienced a Triggering Event and assessed its goodwill for impairment.
Based on its assessment of qualitative factors since its last review on September 30, 2024, the Company concluded it was not more likely than not that the carrying values of its reporting unit exceeded its fair value.
Based on its assessment of qualitative factors since its last review on March 31, 2025, the Company concluded it was not more likely than not that the carrying values of its reporting unit exceeded its fair value.
The 2025 Pre-Funded Warrants are immediately exercisable until fully exercised at an exercise price of $0.0001 per share of Class A Common Stock, subject to ownership limitations.
The 2025 Pre-Funded Warrants were immediately exercisable upon issuance and are exercisable until fully exercised at their exercise price of $0.0001 per share of Class A Common Stock, subject to beneficial ownership limitations.
The 2025 Pre-Funded Warrants were immediately exercisable at the time of issuance and will be exercisable until they are fully exercised at an exercise price of $0.0001 per share of Class A Common Stock, subject to ownership limitations.
The 2025 Pre-Funded Warrants were immediately exercisable upon issuance and are exercisable until fully exercised at their exercise price of $0.0001 per share of Class A Common Stock, subject to beneficial ownership limitations.
The Company is advancing the licensing for commercialization by seed companies of traits developed using RTDS and currently has three developed traits for two global crops. - 47 - Table of Contents Research and Development Expenses The company’s R&D expenses primarily consist of expenses incurred while performing activities to discover and develop potential product candidates and to establish Trait Machine process/ RTDS platforms such as: • personnel costs, including salaries and related benefits, for employees engaged in scientific R&D functions; • cost of third party contractors and consultants who support its product candidate and Trait Machine process/ RTDS platform development; • development costs associated with seed increases (small-scale and large-scale testing) for productivity trait validation; • purchases of laboratory supplies and non-capital equipment used for its R&D activities; • facilities costs, including rent, utilities, and maintenance expenses, allocated to R&D activities; and • costs of in-licensing or acquiring technology from third parties.
Research and Development Expenses The company’s R&D expenses primarily consist of expenses incurred while performing activities to discover and develop potential product candidates and to establish and improve Trait Machine processes/ RTDS platforms such as: • personnel costs, including salaries and related benefits, for employees engaged in scientific R&D functions; • cost of third party contractors and consultants who support its product candidate and Trait Machine process/ RTDS platform development; • development costs associated with R&D activities for funded projects; • development costs associated with seed increases (small-scale and large-scale testing) for productivity trait validation; • purchases of laboratory supplies and non-capital equipment used for its R&D activities; • facilities costs, including rent, utilities, and maintenance expenses, allocated to R&D activities; and • costs of in-licensing or acquiring technology from third parties.
The Company incurred a net loss of $282.7 million for the year ended December 31, 2024. As of December 31, 2024, the Company had an accumulated deficit of $731.2 million and expects to continue to incur losses in the future.
The Company incurred a net loss of $132.2 million for the year ended December 31, 2025. As of December 31, 2025, the Company had an accumulated deficit of $858.3 million and expects to continue to incur losses in the future.
Until the Company is able to obtain additional public or private financing, it currently expects to satisfy its near-term requirements with existing cash on hand and proceeds raised from the ATM Facility. As of December 31, 2024, the Company had $14.4 million of cash and cash equivalents. Current liabilities were $19.9 million as of December 31, 2024.
Until the Company is able to obtain additional public or private financing, it currently expects to satisfy its near-term requirements with existing cash on hand. As of December 31, 2025, the Company had $9.9 million of cash and cash equivalents. Current liabilities were $16.9 million as of December 31, 2025.
As Cibus continues to develop its pipeline of productivity traits and as a result of its limited commercial activities, Cibus expects to continue to incur significant expenses and operating losses for the next several years. Those expenses and losses may fluctuate significantly from quarter-to-quarter and year-to-year.
The Company’s net loss was $132.2 million for the year ended December 31, 2025. As Cibus continues to develop its pipeline of productivity traits and as a result of its limited commercial activities, Cibus expects to continue to incur significant expenses and operating losses for the next several years. Those expenses and losses may fluctuate significantly from quarter-to-quarter and year-to-year.
The Company utilized its most recent cash flow projections in combination with the decline of the Company’s stock price as of September 30, 2024, to calculate the fair value of its goodwill using a long-term growth rate of 3 percent and a discount rate of 37 percent, which is considered a Level 3 fair value measurement.
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.
These factors raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date of issuance of the accompanying consolidated financial statements. Any of these events could impact the Company’s business, financial condition, and prospects.
These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance of the consolidated financial statements included in this Annual Report. Any of these events could impact the Company’s business, financial condition, and prospects.
Pursuant to the terms of the collaboration agreements, the Company receives non-refundable payments for ongoing R&D activities, reimbursements of R&D costs, and milestone payments upon the achievement of certain scientific, regulatory, or commercial milestones.
Collaboration and research revenues are primarily related to revenues earned from performance obligations under collaboration arrangements. Pursuant to the terms of the collaboration agreements, the Company receives non-refundable payments for ongoing R&D activities, reimbursements of R&D costs, and milestone payments upon the achievement of certain scientific, regulatory, or commercial milestones.
See Note 11 to the accompanying consolidated financial statements for further details. The Company expects the contingent Royalty Liability balance to continue to increase each year until the accretion of Royalty Liability interest expense, which increases the Royalty Liability, is outpaced by the expected contingent Royalty Payments due, which decreases the Royalty Liability.
The Company expects the contingent Royalty Liability balance to continue to increase each year until the accretion of Royalty Liability interest expense, which increases the Royalty Liability, is outpaced by the expected contingent Royalty Payments due, which decreases the Royalty Liability.
Taking into account the impact of cost saving initiatives implemented through the date of this report and without giving effect to potential financing transactions Cibus is pursuing, Cibus expects that existing cash and cash equivalents will fund planned operating expenses and capital expenditure requirements into late in the third quarter of 2025.
Taking into account the approximately $19.8 million net proceeds raised in January 2026 and the impact of cost saving initiatives implemented through the date of this Annual Report on Form 10-K and without giving effect to potential financing transactions Cibus is pursuing, Cibus expects that existing cash and cash equivalents is sufficient to fund planned operating expenses and capital expenditure requirements into late in the third quarter of 2026.
January 2025 Registered Direct Offering In January 2025, the Company issued 4,340,000 shares of its Class A Common Stock and, in lieu of Class A Common Stock to one of the Company’s then executive officers and other investors, pre-funded warrants (2025 Pre-Funded Warrants) to purchase 4,700,000 shares of Class A Common Stock both together with an accompanying common warrant (2025 Common Warrants) to purchase up to 4,340,000 shares of Class A Common Stock and 4,700,000 shares of Class A Common Stock, respectively, in a registered direct offering (January 2025 Follow-On Offering).
Riggs and other investors, pre-funded warrants (2025 Pre-Funded Warrants) to purchase 4,700,000 shares of Class A Common Stock, in each case, together with an accompanying common warrant (2025 Common Warrants) to purchase up to 4,340,000 shares of Class A Common Stock and 4,700,000 shares of Class A Common Stock, respectively, in a registered direct offering (January 2025 Follow-On Offering).
Cibus Non-Profit Foundation During 2022, Cibus Global created the Cibus Charitable Foundation, Inc., a nonprofit legal entity (the Cibus Non-Profit Foundation). As of December 31, 2024, the Cibus Non-Profit Foundation has not received any donations or commenced operations.
See Note 10 to the accompanying financial statements for further details. Cibus Non-Profit Foundation During 2022, Cibus Global created the Cibus Charitable Foundation, Inc., a nonprofit legal entity (the Cibus Non-Profit Foundation). As of December 31, 2025, the Cibus Non-Profit Foundation has not received any donations or commenced operations.
Such circumstances could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator.
Such circumstances could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. Goodwill is evaluated for impairment by first performing a qualitative assessment to determine whether a quantitative goodwill test is necessary.
The Company’s ability to continue as a going concern will depend on its ability to obtain additional public or private equity or debt financing (including through the continued availability of the ATM Facility, subject to the applicable baby shelf limitations), obtain government or private grants and other similar types of funding, attain further operating efficiencies, reduce or contain expenditures, and, ultimately, to generate revenue.
The Company’s ability to continue as a going concern will depend on its ability to obtain additional public or private equity or debt financing (which may include a future at-the-market financing facility or other continuous offering facility), obtain government or private grants and other similar types of funding, attain further operating efficiencies, reduce or contain expenditures, and, ultimately, to generate revenue.
At this time, it cannot reasonably estimate or know the nature, timing, and estimated costs of the efforts that will be necessary to complete the development of its current product candidates or any new product candidates that may be identified and developed.
The Company recognizes R&D expenses as they are incurred, primarily due to the uncertainty of future commercial value. At this time, it cannot reasonably estimate or know the nature, timing, and estimated costs of the efforts that will be necessary to complete the development of its current product candidates or any new product candidates that may be identified and developed.
In addition, changes in market conditions may reduce the Company’s opportunities to raise additional capital, including through the ATM Facility. - 54 - Table of Contents The Company will need to raise additional capital to support its business plans to continue as a going concern within one year after the date that the accompanying consolidated financial statements are issued.
The Company will need to raise additional capital to support its business plans to continue as a going concern within one year after the date that the accompanying consolidated financial statements are issued.
Circumstances and business conditions may change that would require the Company to use its cash resources for purposes beyond those that are currently forecast, which would shorten its cash runway.
Circumstances and business conditions may change that would require the Company to use its cash resources for purposes beyond those that are currently forecast. Any such unexpected uses of cash resources necessarily shorten the Company’s cash runway, as projected without taking into account such matters.
The - 51 - Table of Contents Company’s principal discretionary cash spending is for salaries, capital expenditures, short-term working capital payments, and professional and other transaction-related expenses incurred as the Company pursues additional financing.
The Company has contractual obligations related to recurring business operations, primarily related to lease payments for its corporate and laboratory facilities. The Company’s principal discretionary cash spending is for salaries, capital expenditures, short-term working capital payments, and professional and other transaction-related expenses incurred as the Company pursues additional financing.
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 - 49 - Table of Contents actually collected by the Company for Subject Revenues in that period.
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 recorded the Royalty Liability obligation at fair value as of May 31, 2023, in connection with the acquisition of Cibus Global, LLC.
The increase in income was driven by the fair value adjustment of the Common Warrants (as defined in Note 1 to the accompanying consolidated financial statements). Net Loss Attributable to Redeemable Noncontrolling Interest Net loss attributable to redeemable noncontrolling interest was $31.3 million in 2024, a decrease in net loss attributable to redeemable noncontrolling interest of $38.7 million from 2023.
Non-Operating Income, net Non-operating income, net was $0.4 million in 2025, a decrease of $8.9 million from 2024. The decrease was driven by the fair value adjustment of Common Warrants (as defined in Note 1 to the accompanying consolidated financial statements).
The Company determined its goodwill was impaired by $181.4 million, which was recorded during the third quarter of 2024 in the accompanying consolidated statements of operations. The Company began its annual impairment test by performing the step zero qualitative assessment.
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 consolidated statements of operations for the year ended December 31, 2025. The Company began its annual impairment test by performing the step zero qualitative assessment.
Goodwill and Indefinite-Lived Intangible Assets The Company evaluates the carrying value of goodwill and indefinite-lived intangible assets for impairment annually as of November 1 each year in accordance with ASC Topic 350, Intangibles Goodwill and Other, and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount.
Any change in estimated future Royalty Payments, resulting from changes in Cibus’ business model and anticipated Subject Revenues, is recognized prospectively as an adjustment to the effective yield as an increase or decrease to interest expense. - 57 - Table of Contents Goodwill The Company evaluates the carrying value of goodwill for impairment annually as of November 1 each year in accordance with ASC Topic 350, Intangibles Goodwill and Other, and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount.
The decrease was due to the impairment of goodwill resulting from a fair value assessment, based on the decline of the Company’s stock price, performed in the third quarter of 2024 versus the impairment in the fourth quarter of 2023.
The decrease was due to the impairment of goodwill resulting from fair value assessments, based on the decline of the Company’s stock price, performed in the first quarter of 2025 and in the third quarter of 2024. Long-Lived Assets Impairment Long-lived assets impairment was $9.1 million in 2025, an increase of $9.1 million from 2024.
Through the date of this filing, the Company has received net proceeds related to the January 2025 Follow-On Offering of approximately $21.4 million after deducting approximately $1.2 million for the underwriting discounts and commissions and other offering expenses payable by the Company.
The Company received net proceeds related to the January 2025 Follow-On Offering of approximately $21.4 million after deducting approximately $1.2 million for placement agent commissions and other offering expenses payable by the Company. During the year ended December 31, 2025, 4,300,000 2025 Pre-Funded Warrants were exercised.
Through the date of this filing, the Company has received net proceeds related to the January 2025 Follow-On Offering of approximately $21.4 million after deducting approximately $1.2 million for the underwriting discounts and commissions and other offering expenses payable by the Company.
The Company received net proceeds related to the January 2025 Follow-On Offering of approximately $21.4 million after deducting approximately $1.2 million for placement agent commissions and other offering expenses payable by the Company. During the year ended December 31, 2025, 4,300,000 2025 Pre-Funded Warrants were exercised.
As such, there was no longer a carrying value for the Company’s in-process R&D indefinite-lived intangible assets as of December 31, 2023. 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.
Long-Lived Assets Impairment The Company evaluates long-lived assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable.
The offering price for each share of Class A Common Stock was $4.00 per share. The Company received net proceeds of approximately $12.1 million after deducting the underwriting discounts and commissions and other offering expenses payable by the Company.
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. Operating Capital Requirements The Company has incurred losses since its inception.
The decrease in cash provided was driven by the $59.4 million cash acquired as a result of the Merger Transactions in 2023 partially offset by a decrease of $3.5 million from purchases of property, plant, and equipment from the prior year.
The decrease in cash used was driven by a decrease in purchases of property, plant, and equipment from the prior year.
The 2025 Common Warrants have an exercise price of $2.50 per share of Class A Common Stock and are only exercisable after the Company receives certain approvals from its stockholders. The 2025 Common Warrants will be exercisable for five years following the date of receipt of certain stockholder approvals, subject to ownership limitations.
The 2025 Common Warrants have an exercise price of $2.50 per share of Class A Common Stock and became exercisable upon approval by Cibus’ stockholders on May 22, 2025. The 2025 Common Warrants are exercisable for five years following the May 22, 2025, stockholder approval, subject to beneficial ownership limitations included in the terms of such securities.
The 2025 Common Warrants have an exercise price of $2.50 per share of Class A Common Stock and are only exercisable after the Company receives certain approvals from its stockholders. The 2025 Common Warrants will be exercisable for five years following the date of receipt of the stockholder approvals, subject to ownership limitations.
The 2025 Common Warrants have an exercise price of $2.50 per share of Class A Common Stock and became exercisable upon approval by Cibus’ stockholders on May 22, 2025. The 2025 Common Warrants are exercisable for five years following the May 22, 2025, stockholder approval, subject to beneficial ownership limitations included in the terms of such securities.
Due to the number of ongoing projects and its ability to use resources across several projects, it does not record or maintain information regarding the costs incurred for its R&D programs on a program-specific basis. The Company’s R&D efforts are central to its business and account for a significant portion of its operating expenses.
In addition, employees typically work across multiple R&D programs. The Company manages certain activities, such as field trials and seed production, through third party vendors. Due to the number of ongoing projects and its ability to use resources across several projects, it does not record or maintain information regarding the costs incurred for its R&D programs on a program-specific basis.
During the third quarter of 2024, the Company experienced a Triggering Event and assessed its long-lived assets and finite-lived intangible assets for impairment, however, the assets net book values did not exceed their fair values based on expected undiscounted future cash flows and no impairment loss was recognized.
During the first quarter of 2025, the Company experienced a Triggering Event and assessed its long-lived 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.
Restructuring Initiative On October 18, 2024, Cibus announced its restructuring initiative (Restructuring Initiative), which included a reduction in its workforce by approximately 26 full-time employees.
In the fourth quarter of 2024, Cibus announced a restructuring initiative (Restructuring Initiative), which included a reduction in its workforce.
The offering price for each share of Class A - 53 - Table of Contents Common Stock was $4.00 per share.
Riggs (June 2025 Follow-On Offering). The offering price for each share of Class A Common Stock was $1.75.
See Note 10 to the accompanying financial statements for further details on the Company’s lease obligations. Royalty Liability - Related Parties The company assumed the Royalty Liability as part of the Merger Transactions. See Note 11 to the accompanying financial statements for further details.
This amount was paid in the fourth quarter of 2025 and recorded within SG&A in the accompanying consolidated statement of operations and comprehensive loss. Notes Payable See Note 5 to the accompanying financial statements for further details on the Company’s notes payable. Royalty Liability - Related Parties The company assumed the Royalty Liability as part of the Merger Transactions.
Cash Flows from Operating Activities Years Ended December 31, In Thousands, except percentage values 2024 2023 $ Change % Change Net loss $ (282,713) $ (337,639) $ 54,926 16 % Royalty liability interest expense - related parties 34,190 18,892 15,298 81 % Goodwill and intangible assets impairment 181,432 249,419 (67,987) (27) % Depreciation and amortization 6,859 4,693 2,166 46 % Stock-based compensation 10,750 16,092 (5,342) (33) % Loss on disposal of property, plant, and equipment 335 224 111 50 % Change in fair value of liability classified Class A common stock warrants (9,301) 1,127 (10,428) (925) % Other 22 21 1 5 % Changes in operating assets and liabilities 383 961 (578) (60) % Net cash used by operating activities $ (58,043) $ (46,210) $ (11,833) (26) % Net cash used by operating activities was $58.0 million in 2024, an increase in cash used of $11.8 million from 2023.
Cash Flows from Operating Activities Years Ended December 31, In Thousands, except percentage values 2025 2024 $ Change % Change Net loss $ (132,201) $ (282,713) $ 150,512 53 % Royalty liability interest expense - related parties 35,481 34,190 1,291 4 % Goodwill impairment 20,950 181,432 (160,482) (88) % Long-lived assets impairment 9,115 — 9,115 NM Depreciation and amortization 5,923 6,859 (936) (14) % Stock-based compensation 8,188 10,750 (2,562) (24) % Loss on disposal of assets, net 41 335 (294) (88) % Change in fair value of liability classified Class A common stock warrants (447) (9,301) 8,854 95 % Other 38 22 16 73 % Changes in operating assets and liabilities 2,321 383 1,938 506 % Net cash used in operating activities $ (50,591) $ (58,043) $ 7,452 13 % NM – not meaningful Net cash used in operating activities was $50.6 million in 2025, a decrease in cash used of $7.5 million from 2024.
The Company received net proceeds of approximately $18.6 million, after deducting the underwriting discounts and commissions and other offering expenses payable by the Company. • In June 2024, the Company issued 1,298,040 shares of its Class A Common Stock together with an accompanying 2024 Common Warrant to purchase up to 1,298,040 shares of Class A Common Stock in the 2024 Follow-On Offering.
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. • 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.
During the year ended December 31, 2023, the Company determined its goodwill was impaired by $150.4 million, which was recorded in the accompanying consolidated statements of operations. During the year ended December 31, 2023, the Company determined its in-process R&D indefinite-lived intangible assets were impaired by $99.0 million, which was recorded in the accompanying consolidated statements of operations.
During the year ended December 31, 2024, the Company determined its goodwill was impaired by $181.4 million, which was recorded in the accompanying consolidated statements of operations. Long-Lived Assets The Company evaluates long-lived assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable.
The Company recorded the Royalty Liability obligation at fair value as of May 31, 2023, in connection with the acquisition of Cibus Global, LLC. The Company will periodically reassess the estimated future Royalty Payments using internal projections and external sources.
The Company will periodically reassess the estimated future Royalty Payments using internal projections and external sources.
The Company expects cash used by investing activities in 2025 to be similar to 2024 driven by the Company’s focus to preserve capital resources for the advancement of its streamlined priority objectives. - 52 - Table of Contents Cash Flows from Financing Activities Years Ended December 31, In Thousands, except percentage values 2024 2023 $ Change % Change Proceeds from issuances of securities $ 43,902 $ 20,306 $ 23,596 116 % Costs incurred related to issuances of securities (2,211) (1,550) (661) (43) % Proceeds from draws on revolving line of credit from Cibus Global, LLC — 2,500 (2,500) (100) % Payment of taxes related to vested restricted stock units (214) (742) 528 71 % Proceeds from issuance of notes payable 204 1,378 (1,174) (85) % Repayments of financing lease obligations (171) (297) 126 42 % Repayments of notes payable (912) (1,275) 363 28 % Net cash provided by financing activities $ 40,598 $ 20,320 $ 20,278 100 % Net cash provided by financing activities was $40.6 million in 2024, an increase of $20.3 million from 2023.
Cash Flows from Financing Activities Years Ended December 31, In Thousands, except percentage values 2025 2024 $ Change % Change Proceeds from issuances of securities $ 50,100 $ 43,902 $ 6,198 14 % Costs incurred related to issuances of securities (2,202) (2,211) 9 — % Payment of taxes related to restricted stock units withheld from employees (142) (214) 72 34 % Proceeds from issuance of notes payable — 204 (204) (100) % Repayments of financing lease obligations (113) (171) 58 34 % Repayments of notes payable (995) (912) (83) (9) % Net cash provided by financing activities $ 46,648 $ 40,598 $ 6,050 15 % Net cash provided by financing activities was $46.6 million in 2025, an increase of $6.1 million from 2024.
Other Interest Income, net Other interest income, net was $0.6 million in 2024, an increase of $0.1 million from 2023. The increase was driven by interest earned on cash balances. Non-Operating Income (Expense), net Non-operating income (expense), net was income of $9.3 million in the 2024, an increase in income of $9.7 million from 2023.
The increase is driven by the recognition of interest expense on the accumulating Royalty Liability balance. Other Interest Income, net Other interest income, net was $0.4 million in 2025, a decrease of $0.2 million from 2024. The decrease was driven by lower cash - 52 - Table of Contents balances.
The Warrant Amendment Agreement, with respect to one of the Company’s then executive officers, is conditioned on, and will not be effective until, the trading day after the Company obtains the requisite approval from its stockholders with respect to those 2024 Common Warrants held by one of the Company’s then executive officers. - 46 - Table of Contents September 2024 SEC-Registered Underwritten Offering In September 2024, the Company issued 3,289,953 shares of its Class A Common Stock in an SEC-registered underwritten offering, including shares issued to one of the Company’s then executive officers.
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. • In June 2025, the Company issued 15,714,285 shares of its Class A Common Stock including 5,714,286 shares issued to Mr.
The Company’s R&D efforts are driven by the Company’s realigned organization, which focuses the allocation of its capital resources toward its commercial effort priorities through advancement of Cibus’ weed management productivity traits HT1 and HT3 for Rice, Sclerotinia resistance productivity trait for Canola and Soybean, and the continuing development of Cibus’ Soybean platform, while enabling continued progress on Cibus’ PSR productivity trait and its third weed management productivity trait HT2 with a more streamlined use of resources.
The Company’s R&D efforts are driven by the Company’s streamlined business focus, allocating its capital resources toward its commercial effort priorities through advancement of Cibus’ weed management productivity traits HT1 and HT3 for Rice, biofragrance products program, and its crop based sustainable ingredients work, while enabling future pipeline opportunities. The Company’s infrastructure resources are utilized across multiple R&D programs.
June 2024 Registered Direct Offering In June 2024, the Company issued 1,298,040 shares of its Class A Common Stock together with accompanying warrants (2024 Common Warrants) to purchase up to 1,298,040 shares of Class A Common Stock in a registered direct offering (2024 Follow-On Offering).
Riggs and other investors, pre-funded warrants (2025 Pre-Funded Warrants) to purchase 4,700,000 shares of Class A Common Stock, in each case, together with an accompanying common warrant (2025 Common Warrants) to purchase up to 4,340,000 shares of Class A Common Stock and 4,700,000 shares of Class A Common Stock, respectively, in a registered direct offering (January 2025 Follow-On Offering).
The Company received net proceeds of approximately $12.0 million from the 2024 Follow-On Offering, after deducting the underwriting discounts and commissions and other offering expenses payable by the Company. Certain investors in the January 2025 Follow-On Offering (as described below) are holders of outstanding 2024 Common Warrants.
The Company received net - 48 - Table of Contents 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.
Royalty Liability Interest Expense - Related Parties Royalty liability interest expense - related parties was $34.2 million in 2024, an increase of $15.3 million from 2023.
The increase was due to the impairment of long-lived assets related to the wind-down activities of the Roseville, Minnesota facility. Royalty Liability Interest Expense - Related Parties Royalty liability interest expense - related parties was $35.5 million in 2025, an increase of $1.3 million from 2024.

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