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美国

证券交易委员会

华盛顿特区 20549

_____________________

表格 10-Q

_____________________

（标记1）

x			根据美国证券交易法第13或15(d)条规定提交的季度报告

截至季度结束日期的财务报告2024年9月30日;

or

o			根据美国证券交易法第13或15(d)条规定的过渡报告

转换期从______到______

佣金文件号 001-38161

_____________________

Cibus, Inc.

(根据其章程规定的发行人的确切名称)

_____________________

特拉华州						27-1967997
（国家或其他管辖区的 公司成立或组织）						（IRS雇主 唯一识别号码）
6455南希里奇大道 圣地亚哥, 加利福尼亚州						92121
，（主要行政办公地址）						(邮政编码)

(858) 450-0008

（如果自上次报告以来有变化，则填上其曾用名或旧地址）

无

（原名称、地址及上一个财政年度，如自上次报告以来发生更改）

_____________________

根据法案第12（b）节注册的证券。

每一类的名称

交易 符号:

普通股，每股面值$0.001 ANNX

A类普通股，每股面值0.0001美元

CBUS

纳斯达克股票市场有限责任公司

请勾选以下选项以指示注册人是否在过去12个月内(或在注册人需要提交此类报告的较短时间内)已提交证券交易法1934年第13或15(d)条所要求提交的所有报告，并且在过去90天内已受到此类报告提交要求的影响。Yes x 否 o

请在以下勾选方框表示注册人是否已在Regulation S-T Rule 405规定的前12个月(或在注册人需要提交此类文件的较短期间内)提交了每个互动数据文件。Yes x 否 o

请用复选标记表示公司是否为大型加速报告者、加速报告者、非加速报告者、较小报告公司或新兴成长公司。详见《交易所法》第120亿.2条对“大型加速报告者”、“加速报告者”、“较小报告公司”和“新兴成长公司”的定义。

大型加速报告人

o

加速文件提交人

o

非加速文件提交人

x

较小的报告公司

x

新兴成长公司

o

如果是新兴成长型企业，请勾选复选标记，表明注册者已选择不使用延长过渡期来符合根据证券交易法第13(a)条规定提供的任何新财务会计准则。 o

请打勾表明注册人是否为壳公司（根据证券交易法规则12b-2定义）。 o是x否

截至2024年11月6日，有一定数量的股份。 29,568,098 分为股份，由注册公司普通股构成。 26,455,582 普通股A类股份中有一定数量的股份，每股面值为$0.0001美元（A类普通股）（不包括366,145股未上市的A类普通股，仍受限制），以及 3,112,516 普通股B类股份中有一定数量的股份，每股面值为$0.0001美元。

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目录
第一部分财务信息			4
第 1 项。简明合并财务报表			4
第 2 项。管理层对财务状况和经营业绩的讨论和分析			32
第 4 项。控制和程序			40
第二部分。其他信息			41
第 1 项。法律诉讼			41
第 1A 项。风险因素			41
第 2 项。未注册的股权证券销售和所得款项的使用			41
第 5 项。其他信息			41
第 6 项。展品			42
签名			43

条款

当本报告中使用 “Cibus”、“公司” 或 “其” 等术语时，除非上下文另有要求，否则这些术语用于指合并交易（定义见下文 “解释性说明” 标题）之前的Cibus, Inc.（前身为Calyxt, Inc.）及其合并子公司（i）不包括Cibus Global, LLC及其合并子公司（定义见下文 “解释性说明”）和（ii）合并后的子公司实体，包括Cibus Global, LLC及其合并子公司，自合并交易完成之日起及之后。当使用 “Legacy Calyxt” 一词时，它仅用于指合并交易之前的Calyxt, Inc.当使用 “Cibus Global” 一词时，它指的是合并交易完成之前和之后的Cibus Global, LLC。当使用 “Cellectis” 一词时，它指的是Cellectis S.A.（société anonyme），该公司前母公司，也是合并交易完成前的最大股东。

当使用 “A类普通股” 一词时，除非上下文另有要求，否则在合并交易之前使用该术语指的是 Legacy Calyxt的普通股，面值为每股0.0001美元（传统普通股），在合并交易之后 A类普通股，每股面值0.0001美元（A类普通股）。 合并交易前夕存在和流通的每股传统普通股作为A类普通股仍在流通，无需进行任何转换或交换。

公司拥有或有权使用其业务运营中使用的商标、服务标记和商号。 一些在本季度报告表格10-Q中可能出现的更重要的拥有或有权使用的标记和名称包括：“Cibus”®,” “RTDS®” “快速特性开发系统此款超便携式投影仪使用了最新的 Android TV 界面，而且遥控器还内置了 Google AssistantTM 功能，用户可以非常方便地使用它。” “Nucelis此款超便携式投影仪使用了最新的 Android TV 界面，而且遥控器还内置了 Google AssistantTM 功能，用户可以非常方便地使用它。“特性机”此款超便携式投影仪使用了最新的 Android TV 界面，而且遥控器还内置了 Google AssistantTM 功能，用户可以非常方便地使用它。以及“繁育的未来”此款超便携式投影仪使用了最新的 Android TV 界面，而且遥控器还内置了 Google AssistantTM 功能，用户可以非常方便地使用它。。本报告还可能包含其他公司拥有的附加商标、商标和服务标记。公司不打算使用或展示其他方的商标、商标或服务标记以暗示，也不应被解释为含有与这些其他方的关系、认可或赞助。

说明

完成合并交易

2023年5月31日，公司完成了Legacy Calyxt、特拉华州Legacy有限责任公司和Calypso合并子公司Calyxt及其全资子公司Calypso Mergers Subility, LLC于2023年4月14日通过的第一修正案（经修订的合并协议及其考虑的交易，合并交易）所设想的业务合并交易，截至2023年1月13日 alyxt；Cibus Global；以及其中的某些封锁实体。除其他外，作为合并交易的一部分，进一步修订和重述了公司经修订和重述的公司注册证书（经修订的公司注册证书）。公司以 “Up-C” 结构组织结构，公司唯一的实质性资产由Cibus Global的成员单位组成。 经修订的公司注册证书指定了公司的两类普通股：（i）A类普通股，面值每股0.0001美元（A类普通股），拥有完全投票权和经济权；（ii）b类普通股，面值每股0.0001美元（b类普通股），其股票拥有全部表决权，但没有经济权利。

本10-Q表季度报告中提供的上一年度的财务信息 截至2023年9月30日的九个月代表Cibus的四个月，包括Cibus Global在内，仅为Legacy Calyxt的五个月业绩，但以下情况除外 形式上的 给出了数字。合并交易完成之前的所有财务信息仅限于Legacy Calyxt的财务信息。

反向股票分割

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在合并交易之前，传统Calyxt实施了一比十的股票合并（第一次反向股票拆分），使传统普通股在2023年4月24日生效。第一次反向股票拆分反映在纳斯达克资本市场上，从2023年4月25日开市交易开始。

在合并交易之前，公司进行了一项五换一的逆向拆股（第二次逆向拆股，与第一次逆向拆股一起构成了反向拆股），该逆向拆股于2023年5月31日生效。第二次逆向拆股从2023年6月1日的A类普通股开盘交易时反映在纳斯达克资本市场上。

在与逆向拆股相关的情况下未发行碎股，相反，碎股向最接近的整股数字四舍五入。 作为逆向拆股的结果，公司的遗产普通股和优先股的票面价值和授权股份并未调整。

根据修订后的公司注册证书，在完成并购交易后，公司被授权发行高达3.1亿股，包括（i）高达3亿股普通股，每股面值0.0001美元，分为（A）高达2.1亿股A类普通股和（B）高达9000万股B类普通股，以及（ii）高达1000万股优先股，每股面值0.0001美元。除非另有说明，本季度10-Q表格中的所有股份和每股金额均已根据拆股并股效应进行了回溯调整以适应所有报告期。

关于前瞻性声明的警示

本季度10-Q表格中包含根据联邦证券法解释的“前瞻性声明”，包括1933年证券法修正案第27A条和其下规定的法规，以及1934年证券交易法修正案第21E条和其下规定的法规。公司在提交给证券交易委员会（SEC）的其他报告中，提供给股东的文件和新闻发布中也可能包含前瞻性声明。此外，公司代表可能不时发表口头前瞻性声明。

公司依赖于1995年美国私人证券诉讼改革法案的安全港规定，提出了这些前瞻性声明。虽然公司认为前瞻性声明中反映的期望是合理的，但无法保证未来的结果、活动水平、表现或成就。在某些情况下，您可以通过前瞻性词汇识别这些声明，比如“预期”，“相信”，“继续”，“可能”，“估计”，“期待”，“打算”，“可能”，“计划”，“预测”，“计划”，“安排”，“应该”，“目标”，“将会”，或这些术语的否定形式和其他类似术语。本报告中的前瞻性声明包括有关公司未来财务表现的声明，包括流动性和资本资源、现金运营时间以及作为持续经营实体运营的能力；公司平台开发和作物平台基因开发的推进、时间安排和进展情况；与基因编辑有关的数据展示时间安排和其他运营活动；向客户优质种质资源转移基因的时间安排；种子公司客户商业化公司产品的时间安排及其实际商业化后农民对带有公司特质的种质的采纳时间和程度；公司生产力特质提供竞争性产量提升的能力；基因编辑解决大规模气候变化的能力；基因编辑相关监管发展的时间和性质；公司植物特质市场机会，包括可达到的面积数量和公司预期获得的特质费用；以及公司进入并保持重要客户合作的能力。这些及其他前瞻性声明是基于公司当前期望、目标和意图对未来事件和趋势的预测和展望，并基于目前的假设。由于各种因素，包括但不限于：公司需要额外的近期资金来为其活动提供资金，并面临着以可接受条件或根本无法获得额外资本的挑战；预期或现有竞争发生变化；公司知识产权保护面临挑战以及捍卫知识产权权利所需的意外成本；用于公司平台或特质产品开发工作所需的时间和资源增加或意外要求；公司在开发活动中倚赖第三方，并用于商业化；与有效许可生产力特质和可持续成分产品相关的挑战；农民未能认识含有公司特征的种质的价值或农民和加工商在有效地与含有公司特质的作物合作方面出现失败的风险；在考虑到公司重新调整的战略重心时，在公司平台或特质产品开发工作中出现的延误或中断，尤其是在非稻谷和非疾病项目方面发生的挑战；公司在大规模上廉价生产高质量植物和种子的依赖程度；公司依赖Cibus Global的分配以付税和支付公司及一般开支的风险；不利或对基因编辑过程或产品施加重大负担的监管发展；欧盟有关监管发展的延误和不确定性；公司实现商业成功的能力；农业部门面临的商品价格和其他市场风险；可能使公司技术过时的技术发展；公司减少工作人员数量和其他减成本措施带来的影响，可能包括运营和战略挑战；宏观经济和市场条件的变化，包括通胀、供应链限制和利率上升；资本市场的扭曲和获得流动性的挑战以及这种流动性挑战对公司能否按照其业务计划执行的影响；与合并交易相关的任何诉讼的结果；公司对金融资源支持运营的时间段的评估；以及《项目1A.风险》中描述的风险和不确定性。

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在于公司于2024年3月21日向美国证券交易委员会提交的《10-k 表格》中提到的“因素”，或者在公司随后向SEC提交的《10-Q 表格》和《8-k 表格》中更新或补充的内容。上述因素应被视为“项目2. 管理层对财务状况和业务运营情况的讨论与分析”的组成部分。投资者被告知不要过度依赖任何前瞻性声明。

公司在本季度10-Q表格中所作的任何前瞻性声明，仅基于目前可获得的信息，并仅适用于本报告日期。除非证券和其他适用法律另有规定，公司不承担公开提供对任何前瞻性声明的修订或更新的义务，无论是基于新信息、未来发展或其他情况，只要情况发生变化。

市场数据

本季度10-Q表格中包含了基于独立行业出版物、其他公开信息以及公司内部信息和估计(包括其对产品潜在市场的了解和迄今为止的经验)的市场数据和行业统计数据和预测。虽然公司认为第三方来源是可靠的，但并不保证从这些来源提取的信息的准确性或完整性，公司也没有独立验证这些信息。同样地，尽管公司认为其管理估计是合理的，但这些估计并未经过任何独立来源的验证。本季度报告中提供的市场和行业数据和估计涉及风险和不确定性，并可能根据各种因素发生变化，包括《1A.风险因素》部分中讨论的内容，以及提交给SEC的年度报告和其他后续10-Q表格和8-k表格中讨论的内容。有关公司行业或其所在行业绩效的预测和其他前瞻性估计涉及前瞻性陈述的风险和不确定性，具体描述在标题为“关于前瞻性陈述的注意事项”的部分下。因此，独立方和公司所做估计中表达的结果可能与此信息上的表达有实质差异，投资者不应过度依赖这些信息。

网站披露

该公司使用其网站（www.cibus.com）、其企业X账户（之前是Twitter）(@CibusGlobal)以及其企业LinkedIn账户（https://www.linkedin.com/company/cibus-global）作为公司信息的常规发布渠道，包括新闻发布、分析师展示和补充财务信息，用作披露重大非公开信息并遵守根据FD法规的披露义务。因此，投资者应监视其网站、企业X和LinkedIn账户，以及关注新闻发布、向SEC提交的文件，以及公开电话会议和网络研讨会。

此外，公司在其网站上提供公告通知。投资者和其他人可以通过注册电子邮件提醒来接收公司网站发布的新闻稿通知。

公司网站、新闻发布、公开电话会议和网络直播等提供的信息均不被纳入或视为属于本季度10-Q表格或提交给SEC的其他任何报告或文件，除非该文件明确声明，对其网站或其公司X和LinkedIn账户的任何引用仅为不活跃的文本引用。

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第一部分 财务信息

项目1. 摘要合并资产负债表

CIBUS，INC。

简明合并资产负债表

(未经审计，以千为单位，除每股面值和股份数量外)

			2024年9月30日						2023年12月31日
资产
流动资产：
现金及现金等价物			$	28,805					$	32,699
应收账款			1,190						530
预付费用和其他流动资产			1,578						1,991
总流动资产			31,573						35,220
固定资产净额			12,910						15,775
经营租赁权使用资产			34,432						21,685
无形资产, 净额			34,036						35,411
商誉			253,466						434,898
其他非流动资产			1,457						1,422
资产总额			$	367,874					$	544,411
负债、可赎回的非控股权益和股东权益
流动负债:
应付账款			$	7,023					$	6,127
应计费用			3,323						1,747
应计的薪资			3,229						3,858
递延收入			1,082						1,210
应付票据的当前部分			337						833
融资租赁偿还的当前部分			110						187
经营租赁偿还的当前部分			4,150						5,927
A类普通股认股权证			2,661						1,418
其他流动负债			3						16
流动负债合计			21,918						21,323
应付款项-净额			291						536
融资租赁义务，减去流动部分			—						113
运营租赁义务，减去流动部分			31,851						17,025
版税负债-关联方			191,205						165,252
其他非流动负债			1,728						1,868
负债合计			246,993						206,117
承诺和 contingencies（请参见注释9）
可赎回的非控制股份			12,741						44,824
股东权益:
A类普通股，$0.0005股，截至2024年4月30日和2024年1月31日，授权股票0.0005股；0.0001每股面值; 210,000,000 26,866,904股份发行量为26,429,630 2024年9月30日的股份总数； 21,240,379股份发行量为20,567,656 2023年12月31日的股份总数			8						8
B类普通股，$0.000030.0001每股面值; 90,000,000 3,112,516 2024年9月30日，已发行并流通的股份。 3,142,636 截至2023年12月31日，已发行并流通股数为。			—						—
额外实收资本			818,210						775,017
库藏的A类普通股为783,351股，成本为；45,177 截至2024年9月30日持股数为 32,663截至2023年12月31日，持有的股票为32,663股，而；			(1,999)						(1,785)
累积赤字			(708,064)						(479,778)
累计其他综合收益(亏损)			(15)						8
股东权益总额			108,140						293,470
总负债、可赎回的非控制权益和股东权益			$	367,874					$	544,411

详细的财务报表注解请参见本压缩合并财务报表的附注部分。

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CIBUS，INC。

经简化的合并利润及损失表

(未经审计，以千为单位，除股份和每股金额之外)

			截止到9月30日的三个月												截止到9月30日的九个月
			2024						2023						2024						2023
营业收入：
营业收入			$	1,667					$	475					$	3,050					$	714
总收入			1,667						475						3,050						714
营业费用：
研发			12,990						17,521						37,996						28,159
销售、总务和管理费用			7,682						8,751						23,994						22,126
商誉减值			181,432						—						181,432						—
营业费用总计			202,104						26,272						243,422						50,285
经营亏损			(200,437)						(25,797)						(240,372)						(49,571)
与当事单位相关的版税责任利息支出			(8,875)						(8,136)						(25,953)						(10,753)
其他利息收入，净额			160						281						522						359
非经营性收入（费用），净额			7,706						(876)						8,917						(466)
税前亏损			(201,446)						(34,528)						(256,886)						(60,431)
所得税费用			(13)						—						(23)						—
净损失			$	(201,459)					$	(34,528)					$	(256,909)					$	(60,431)
应赎回的非控制权益净损失			(21,491)						(8,099)						(28,623)						(9,918)
Cibus, Inc.归属于净损失			$	(179,968)					$	(26,429)					$	(228,286)					$	(50,513)
A类普通股基本和稀释每股净损失			$	(7.63)					$	(1.59)					$	(10.33)					$	(6.33)
A类普通股权重平均股份-基本和稀释			23,586,746						16,641,127						22,105,979						7,979,132

See accompanying notes to these condensed consolidated financial statements.

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CIBUS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited and in Thousands)

			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Net loss			$	(201,459)					$	(34,528)					$	(256,909)					$	(60,431)
Foreign currency translation adjustments			6						15						(27)						13
Comprehensive loss			(201,453)						(34,513)						(256,936)						(60,418)
Comprehensive loss attributable to redeemable noncontrolling interest			(21,491)						(8,096)						(28,627)						(9,915)
Comprehensive loss attributable to Cibus, Inc.			$	(179,962)					$	(26,417)					$	(228,309)					$	(50,503)

See accompanying notes to these condensed consolidated financial statements.

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CIBUS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS' EQUITY

(Unaudited and in Thousands, Except Shares Outstanding)

												Class A Common Stock												Class B Common Stock
Three Months Ended September 30, 2024						Redeemable Noncontrolling Interest						Shares						Amount						Shares						Amount						Additional Paid-In Capital						Shares in Treasury						Accumulated Deficit						Accumulated Other Comprehensive Income (Loss)						Total Stockholders’ Equity
Balance at June 30, 2024						$	36,572					23,015,417						$	8					3,112,516						$	—					$	800,606					$	(1,999)					$	(528,096)					$	(21)					$	270,498
Net loss						(21,491)						—						—						—						—						—						—						(179,968)						—						(179,968)
Stock-based compensation						—						—						—						—						—						2,687						—						—						—						2,687
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units						—						76,859						—						—						—						—						—						—						—						—
Issuance of common stock from the ATM facility, net of offering expenses						—						47,401						—						—						—						429						—						—						—						429
Issuance of common stock in registered offering, net						—						3,289,953						—						—						—						12,148						—						—						—						12,148
Change in value of redeemable noncontrolling interest including issuance of common stock upon exchange of common units						(2,340)						—						—						—						—						2,340						—						—						—						2,340
Foreign currency translation adjustments						—						—						—						—						—						—						—						—						6						6
Balance at September 30, 2024						$	12,741					26,429,630						$	8					3,112,516						$	—					$	818,210					$	(1,999)					$	(708,064)					$	(15)					$	108,140

												Class A Common Stock												Class B Common Stock
Three Months Ended September 30, 2023						Redeemable Noncontrolling Interest						Shares						Amount						Shares						Amount						Additional Paid-In Capital						Shares in Treasury						Accumulated Deficit						Accumulated Other Comprehensive Income (Loss)						Total Stockholders’ Equity
Balance at June 30, 2023						$	136,866					16,606,401						$	8					4,642,636						$	—					$	722,327					$	(1,785)					$	(236,235)					$	(2)					$	484,313
Net loss						(8,099)						—						—						—						—						—						—						(26,429)						—						(26,429)
Stock-based compensation						—						—						—						—						—						5,828						—						—						—						5,828
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units						—						53,608						—						—						—						—						—						—						—						—
Shares withheld for net share settlement						—						(13)						—						—						—						—						—						—						—						—
Change in value of redeemable noncontrolling interest						334						—						—						—						—						(334)						—						—						—						(334)
Foreign currency translation adjustments						3						—						—						—						—						—						—						—						12						12
Balance at September 30, 2023						$	129,104					16,659,996						$	8					4,642,636						$	—					$	727,821					$	(1,785)					$	(262,664)					$	10					$	463,390

See accompanying notes to these condensed consolidated financial statements.

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CIBUS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS' EQUITY

(Unaudited and in Thousands, Except Shares Outstanding)

												Class A Common Stock												Class B Common Stock
Nine Months Ended September 30, 2024						Redeemable Noncontrolling Interest						Shares						Amount						Shares						Amount						Additional Paid-In Capital						Shares in Treasury						Accumulated Deficit						Accumulated Other Comprehensive Income (Loss)						Total Stockholders’ Equity
Balance at December 31, 2023						$	44,824					20,567,656						$	8					3,142,636						$	—					$	775,017					$	(1,785)					$	(479,778)					$	8					$	293,470
Net loss						(28,623)						—						—						—						—						—						—						(228,286)						—						(228,286)
Stock-based compensation						—						—						—						—						—						8,030						—						—						—						8,030
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units						—						281,648						—						—						—						—						—						—						—						—
Issuance of common stock from the ATM facility, net of offering expenses						—						974,727						—						—						—						16,921						—						—						—						16,921
Issuance of common stock in registered offering, net						—						4,587,993						—						—						—						14,786						—						—						—						14,786
Payment of taxes related to vested restricted stock units						—						(12,514)						—						—						—						—						(214)						—						—						(214)
Change in value of redeemable noncontrolling interest including issuance of common stock upon exchange of common units						(3,456)						30,120						—						(30,120)						—						3,456						—						—						—						3,456
Foreign currency translation adjustments						(4)						—						—						—						—						—						—						—						(23)						(23)
Balance at September 30, 2024						$	12,741					26,429,630						$	8					3,112,516						$	—					$	818,210					$	(1,999)					$	(708,064)					$	(15)					$	108,140

												Class A Common Stock												Class B Common Stock
Nine Months Ended September 30, 2023						Redeemable Noncontrolling Interest						Shares						Amount						Shares						Amount						Additional Paid-In Capital						Shares in Treasury						Accumulated Deficit						Accumulated Other Comprehensive Income						Total Stockholders’ Equity
Balance at December 31, 2022						$	—					976,908						$	5					—						$	—					$	220,422					$	(1,043)					$	(212,151)					$	—					$	7,233
Net loss						(9,918)						—						—						—						—						—						—						(50,513)						—						(50,513)
Stock-based compensation						—						—						—						—						—						11,670						—						—						—						11,670
Issuance of common stock resulting from merger with Cibus Global, LLC						—						15,508,202						3						4,642,636						—						634,748						—						—						—						634,751
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units						—						207,546						—						—						—						—						—						—						—						—
Shares withheld for net share settlement						—						(32,660)						—						—						—						—						(742)						—						—						(742)
Redeemable noncontrolling interest resulting from merger with Cibus Global, LLC						138,685						—						—						—						—						(138,685)						—						—						—						(138,685)
Change in value of redeemable noncontrolling interest						334						—						—						—						—						(334)						—						—						—						(334)
Foreign currency translation adjustments						3						—						—						—						—						—						—						—						10						10
Balance at September 30, 2023						$	129,104					16,659,996						$	8					4,642,636						$	—					$	727,821					$	(1,785)					$	(262,664)					$	10					$	463,390

See accompanying notes to these condensed consolidated financial statements.

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CIBUS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited and in Thousands)

						Nine Months Ended September 30,
						2024						2023
Operating activities
Net loss						$	(256,909)					$	(60,431)
Adjustments to reconcile net loss to net cash used by operating activities:
Royalty liability interest expense - related parties						25,953						10,753
Goodwill impairment						181,432						—
Depreciation and amortization						5,211						2,875
Stock-based compensation						8,030						11,670
Change in fair value of liability classified Class A common stock warrants						(8,908)						1,221
Other						(16)						17
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable						(660)						1,674
Due to/from related parties						—						(95)
Prepaid expenses and other current assets						412						1,111
Accounts payable						838						(61)
Accrued expenses						1,304						1,357
Accrued compensation						(628)						738
Deferred revenue						(133)						340
Right-of-use assets and lease obligations, net						302						(28)
Other assets and liabilities, net						(276)						(334)
Net cash used by operating activities						(44,048)						(29,193)
Investing activities
Cash acquired from merger with Cibus Global, LLC						—						59,381
Purchases of property, plant, and equipment						(752)						(3,872)
Net cash (used by) provided by investing activities						(752)						55,509
Financing activities
Proceeds from issuances of securities						43,902						—
Costs incurred related to issuances of securities						(1,869)						—
Proceeds from draws on revolving line of credit from Cibus Global, LLC						—						2,500
Payment of taxes related to vested restricted stock units						(214)						(742)
Proceeds from issuance of notes payable						—						1,287
Repayments of financing lease obligations						(174)						(242)
Repayments of notes payable						(741)						(760)
Net cash provided by financing activities						40,904						2,043
Effect of exchange rate changes on cash and cash equivalents						2						(2)
Net (decrease) increase in cash and cash equivalents						(3,894)						28,357
Cash and cash equivalents – beginning of period						32,699						3,526
Cash and cash equivalents – end of period						$	28,805					$	31,883

See accompanying notes to these condensed consolidated financial statements.

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CIBUS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

For further information, refer to the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 21, 2024 (Annual Report). The accompanying condensed consolidated balance sheet as of December 31, 2023, was derived from the audited consolidated financial statements. This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Annual Report.

Nature of Business and Organization

Cibus, Inc. completed the Merger Transactions (as defined below under “—Completion of Merger Transactions”) on May 31, 2023, with Cibus Global, LLC (Cibus Global), and the Company carries on its business through Cibus Global and its subsidiaries. Cibus is the sole managing member of Cibus Global and as sole managing member, the Company operates and controls all of the business and affairs of Cibus Global. As a result, the Company consolidates the financial results of Cibus Global and its subsidiaries and reports redeemable noncontrolling interest representing the economic interest in Cibus Global held by the other members of Cibus Global.

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

Cibus Global is a plant trait company using gene editing technologies to develop and license gene edited plant traits that improve farming productivity or produce renewable low carbon plant products.

Completion of Merger Transactions

On May 31, 2023, the Company completed the business combination transactions contemplated by the Agreement and Plan of Merger, dated as of January 13, 2023, as amended by the First Amendment thereto dated as of April 14, 2023 (as amended, the Merger Agreement, and the transactions contemplated thereby, the Merger Transactions), by and among Legacy Calyxt; Calypso Merger Subsidiary, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company; Cibus Global; and certain blocker entities party thereto. Among other things, as part of the Merger Transactions, the Company’s amended and restated certificate of incorporation was further amended and restated (the Amended Certificate of Incorporation). The Company is organized in an “Up-C” structure, and the Company’s only material asset consists of membership units of Cibus Global. The Amended Certificate of Incorporation designates two classes of the Company’s common stock: (i) Class A Common Stock, par value $0.0001 per share (the Class A Common Stock), which shares have full voting and economic rights, and (ii) Class B Common Stock, par value $0.0001 per share (the Class B Common Stock), which shares have full voting, but no economic rights. Each share of Legacy Calyxt’s common stock, par value $0.0001 per share (Legacy Common Stock) existing and outstanding immediately prior to the Merger Transactions remained outstanding as a share of Class A Common Stock without any conversion or exchange thereof.

At the closing of the Merger Transactions, the Company contributed all of its assets and liabilities to Cibus Global, in exchange for common units of Cibus Global (Common Units). The Company issued an aggregate of 16,527,484 shares of Class A Common Stock (including 1,019,282 shares of restricted Class A Common Stock) and 4,642,636 shares of Class B Common Stock to Cibus Global equityholders, as consideration in the Merger Transactions, pursuant to the terms of the Merger Agreement. Upon closing, Legacy Calyxt stockholders held approximately 4.8 percent of the issued and outstanding common stock of the Company and legacy holders of membership units of Cibus Global (including profits interest units and warrants) held approximately 95.2 percent of the issued and outstanding common stock of the Company.

The primary purpose of the merger was to bring together the technology platforms and facilities of two pioneering companies to create a leading agricultural technology company for the development of productivity traits and to consolidate significant patented plant

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agricultural gene editing technology.

Reverse Stock Splits

Prior to the Merger Transactions, Legacy Calyxt effected a one-for-ten reverse stock split (the First Reverse Stock Split) of the Legacy Common Stock, which became effective on April 24, 2023. The First Reverse Stock Split was reflected on the Nasdaq Capital Market beginning with the opening of trading on April 25, 2023.

Immediately prior to the Merger Transactions, the Company effected a one-for-five reverse stock split (the Second Reverse Stock Split and, together with the First Reverse Stock Split, the Reverse Stock Splits) of the Legacy Common Stock, which became effective on May 31, 2023. The Second Reverse Stock Split was reflected on the Nasdaq Capital Market beginning with the opening of trading of the Class A Common Stock on June 1, 2023.

No fractional shares were issued in connection with the Reverse Stock Splits and instead, fractional shares were rounded up to the nearest whole share number. The par value and authorized shares of Legacy Common Stock and preferred stock of the Company were not adjusted as a result of the Reverse Stock Splits.

Pursuant to the Amended Certificate of Incorporation, following the consummation of the Merger Transactions, the Company is authorized to issue up to 310,000,000 shares, consisting of (i) up to 300,000,000 shares of common stock, par value $0.0001 per share, divided into (A) up to 210,000,000 shares of Class A Common Stock and (B) up to 90,000,000 shares of Class B Common Stock and (ii) up to 10,000,000 shares of preferred stock, par value $0.0001 per share. Unless otherwise noted, all share and per share amounts in these financial statements have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Splits.

Share information related to the Company's common stock as of September 30, 2024, is as follows:

						Class A Common Stock						Class B Common Stock						Total Common Stock
Authorized						210,000,000						90,000,000						300,000,000
Issued						26,866,904						3,112,516						29,979,420
Outstanding						26,429,630						3,112,516						29,542,146

Class A Restricted Stock

In connection with the Merger Transactions, the Company issued restricted shares of Class A Common Stock (Class A Restricted Stock), which remain subject to vesting conditions, to Cibus Global Members that held unvested profits interest units at the time of the consummation of the Merger Transactions. Shares of Class A Restricted Stock are considered to be legally issued and outstanding as of the date of grant, notwithstanding that the shares remain subject to risk of forfeiture if the vesting conditions for such shares are not met. For financial statement presentation purposes, Class A Restricted Stock is treated as issued, but will only be treated as outstanding after such awards have vested and, therefore, have ceased to be subject to a risk of forfeiture. Accordingly, unvested shares of Class A Restricted Stock are excluded from the calculation of net loss per share of Class A Common Stock.

Going Concern

The Company has incurred losses since its inception. The Company’s net loss was $256.9 million and cash used for operating activities was $44.0 million for the nine months ended September 30, 2024. The Company’s primary source of liquidity is its cash and cash equivalents, with additional capital resources accessible, subject to market conditions and other factors, from the capital markets, including through offerings of common stock or other securities.

As of September 30, 2024, the Company had $28.8 million of cash and cash equivalents and $21.9 million of current liabilities.

The Company anticipates that it will continue to generate losses for the next several years. Over the longer term and until the Company can generate cash flows sufficient to support its operating capital requirements, it expects to finance a portion of future cash needs through (i) cash on hand, (ii) commercialization activities, which may result in various types of revenue streams from future product development agreements and technology licenses, including upfront and milestone payments, annual license fees, and royalties, (iii) government or other third party funding, (iv) public or private equity or debt financings, or (v) a combination of the foregoing.

On January 2, 2024, the Company entered into a Sales Agreement (Sales Agreement) with Stifel, Nicolaus & Company, Incorporated (Stifel). Pursuant to the terms of the Sales Agreement, the Company may offer and sell through Stifel, from time-to-time and at its sole discretion, shares of the Company’s Class A Common Stock, having an aggregate offering price of up to $80.0 million (ATM Facility). During the nine months ended September 30, 2024, the Company issued 974,727 shares of Class A Common Stock and received net proceeds of approximately $16.9 million from the ATM Facility.

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not

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include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.

Management will need to raise additional capital to support its business plans to continue as a going concern within one year after the date that these financial statements are issued. In the fourth quarter of 2023, the Company instituted cost reduction initiatives designed to preserve capital resources for the advancement of its priority objectives. Such initiatives included reductions in capital expenditures, streamlining of independent contractor utilization and cost management, reduced and prioritized spending on business travel, careful management of contract approvals to ensure they align with priority objectives, and prioritization of near-term payment obligations.

In the fourth quarter of 2024, the Company initiated additional cost reduction actions designed to preserve capital resources for the advancement of its streamlined priority objectives, which initiatives include reductions in expenditures for consultants and other third-party service providers, organizational restructuring and related talent optimization, and streamlining of rent and facility expenses, including the non-renewal of the lease for the Company’s trait development facility for editing plants in San Diego, California upon expiration in August 2025.

These cost reduction initiatives alone will not be sufficient to forestall a cash deficit. If the Company is unable to raise additional capital in a sufficient amount or on acceptable terms, the Company may have to implement additional, more stringent cost reduction measures to manage liquidity, and the Company may have to significantly delay, scale back, or cease operations, in part or in full. If the Company raises additional funds through the issuance of additional debt or equity securities, including as part of a strategic alternative, it could result in substantial dilution to its existing stockholders and increased fixed payment obligations, and these securities may have rights senior to those of the Company’s shares of common stock. These factors raise substantial doubt about the Company's ability to continue as a going concern for at least one year from the date of issuance of these financial statements. Any of these events could significantly impact the Company’s business, financial condition, and prospects.

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Management evaluates its estimates on an ongoing basis. Although estimates are based on the Company’s historical experience, knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. Key estimates made by the Company include revenue recognition, useful lives and impairment of long-lived assets, valuation of equity-based awards and related equity-based compensation expense, valuation of intangible assets, valuation allowances on deferred tax assets, the assumptions underlying the determination of the estimated incremental borrowing rate for the determination of the Company’s operating lease right-of-use (ROU) assets, valuation of warrant liabilities, and the valuation of the Royalty Liability (defined below under “Royalty Liability - Related Parties”).

Fair Value Measurements of Financial Instruments

The Company follows Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and Disclosures, for financial assets and liabilities that are recognized or disclosed at fair value in these condensed consolidated financial statements on a recurring basis. Under ASC 820, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts its business. ASC 820 clarifies fair value should be based on assumptions market participants would use when pricing the asset or liability and establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to observable unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The carrying amounts reflected in the accompanying condensed consolidated balance sheets for cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their fair value due to their short-term nature. Based on the borrowing rates currently available to the Company for notes payable with similar terms and consideration of default and credit risk, the carrying value of the notes payable approximates fair value, which is considered a Level 2 fair value measurement.

Cash and Cash Equivalents

The Company considers all liquid investments purchased with original maturities of three months or less to be cash equivalents. Cash and cash equivalents include cash in readily available checking and money market accounts. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses with these financial institutions.

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

The Company evaluates long-lived assets and finite-lived intangible assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. The Company reviews the recoverability of the net book value of long-lived assets and finite-lived intangible assets whenever events and circumstances indicate that the net book value of an

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asset may not be recoverable from the estimated undiscounted future cash flows expected to result from its use and eventual disposition (Triggering Event). In cases where a Triggering Event occurs and undiscounted expected future cash flows are less than the net book value, the Company recognizes an impairment loss equal to an amount by which the net book value exceeds the fair value of the asset. During the 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. The Company has not recognized any impairment losses related to long-lived assets or finite-lived intangible assets for the three and nine months ended September 30, 2024, and 2023.

Goodwill

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

During the third quarter of 2024, the Company experienced a Triggering Event and assessed its goodwill for impairment. 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 utilized the discounted cash flow method to calculate the fair value for its goodwill. 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. 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 determined its goodwill was impaired by $181.4 million for the three and nine months ended September 30, 2024, which was recorded in the accompanying condensed consolidated statements of operations.

Contract Assets and Liabilities

Contract assets primarily include amounts related to contractual rights to consideration for completed performance not yet invoiced. The Company recognized $0.1 million in contract assets as of September 30, 2024, which are included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets. There were $0.2 million in contract assets as of December 31, 2023.

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

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

In Thousands						Deferred Revenue
Balance as of December 31, 2023						$	1,210
Consideration earned						(3,050)
Consideration received						2,922
Balance as of September 30, 2024						$	1,082

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

The following table represents the deferred revenue activity for the nine months ended September 30, 2023:

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In Thousands						Deferred Revenue
Balance as of December 31, 2022						$	107
Acquired from merger with Cibus Global, LLC						1,186
Consideration earned						(714)
Consideration received						1,058
Balance as of September 30, 2023						$	1,637

For the nine months ended September 30, 2023, $0.1 million of the deferred revenue balance as of December 31, 2022, was recognized as revenue in the accompanying condensed consolidated statements of operations.

Royalty Liability – Related Parties

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

Estimates of total future Subject Revenues to be collected from customers are inherently uncertain. Such estimates are impacted by management’s estimate of the number of total acres for various geographies on which seeds with each Cibus trait will be planted, which is based on industry sources or references regarding the need for a specific trait in specific crops and geographies, taking into account assumptions about competition, trait relevance, switching costs and adoption timeframes, and various other factors. Such estimates are also impacted by management’s assumptions regarding the potential per acre fees that the Company may receive in respect of applicable traits, taking into account available market information regarding competitors’ current trait fees as well as assumptions regarding competition, trait relevance and trait value in specific geographies and potential savings to farmers, switching costs, and various other factors.

See Note 10 for further details.

Stock-Based Compensation

The valuation of stock options is a critical accounting estimate that requires the use of judgments and assumptions that are likely to have a material impact on the Company’s condensed consolidated financial statements. The Company generally measures the fair value of employee and nonemployee stock-based awards on their grant date and records compensation expense on a straight-line basis over the related service period of the award, which is generally the vesting period. The Company estimates the fair value of each stock option on the grant date, or other measurement date if applicable, using a Black-Scholes option pricing model, which requires it to make predictive assumptions regarding employee exercise behavior, future stock price volatility, and dividend yield. The Company generally measures compensation expense for grants of restricted stock units and restricted stock awards using the Company’s share price on the date of grant. The Company may use a Monte Carlo simulation pricing model when estimating the fair values of performance stock units (PSUs), which requires the Company to make predictive assumptions. The Company estimates fair values and accounts for employee and nonemployee awards in a similar manner.

Due to the Company’s limited history, it does not always have sufficient historical stock option activity to make predictive assumptions based solely on its stock or stock option activity for the Black-Scholes option pricing model. As a result, the Company may need to use data from other comparable public companies or alternative calculation methods as allowed by GAAP.

The Company estimates its future stock price volatility using a weighted average historical volatility which takes into consideration the Company's historical volatility and historical volatility from a group of guideline companies, over the expected term of the option. The group of comparable public companies is determined by management on an annual basis. When selecting a comparable company, management considers relevant factors including industry and strategy, size, maturity, and financial leverage. The comparable companies used by management to calculate expected volatility may change from year-to-year because of changes in those factors and because a new comparable company may become publicly traded.

The expected term of stock options is estimated using the average of the vesting tranches and the contractual life of each grant for employee options, or the simplified method, as the Company has limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants.

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The Company estimates the risk-free interest rate based on the United States Treasury zero-coupon yield curve at the date of grant for the expected term of the option.

The Company has elected to account for forfeitures of awards as they occur. If an award is forfeited prior to vesting, the associated reduction in expense is reflected net in stock-based compensation expense in that period. Stock-based compensation expense is recorded in research and development (R&D) and selling, general, and administrative (SG&A) expenses in the Company’s condensed consolidated statements of operations.

Net Loss Per Share of Class A Common Stock

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

See Note 6 for a detailed discussion of the 2023 Pre-Funded Warrants issued in December 2023. The 2023 Pre-Funded Warrants remain outstanding and exercisable, subject to an ownership limitation, as of September 30, 2024. The 2023 Pre-Funded Warrants are considered equity instruments and are reported in stockholders’ equity in the Company’s condensed consolidated balance sheets. The weighted average shares of Class A Common Stock outstanding includes the shares issuable upon exercise of the 2023 Pre-Funded Warrants and are included in the determination of the Company’s basic and diluted net loss per share of Class A Common Stock.

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

The following table shows the computation of basic and diluted net loss per share of Class A Common Stock for the three and nine months ended September 30, 2024, and 2023:

						Three Months Ended September 30,												Nine Months Ended September 30,
In Thousands, Except Share and Per Share Amounts						2024						2023						2024						2023
Numerator:
Net loss attributable to Cibus, Inc.						$	(179,968)					$	(26,429)					$	(228,286)					$	(50,513)
Denominator:
Weighted average shares of Class A common stock outstanding						23,536,746						16,641,127						22,055,979						7,979,132
Effect of pre-funded warrants						50,000						—						50,000						—
Weighted average shares of Class A common stock outstanding – basic and diluted						23,586,746						16,641,127						22,105,979						7,979,132
Basic and diluted net loss per share of Class A common stock						$	(7.63)					$	(1.59)					$	(10.33)					$	(6.33)

The Company’s potential dilutive securities, which include warrants issued by the Company (which can be exercised to purchase the Company's Class A Common Stock) in a follow-on offering in 2022 (the 2022 Common Warrants) and in a registered direct offering in June 2024 (the 2024 Common Warrants and, together with the 2022 Common Warrants, the Common Warrants), unvested restricted stock units, unvested restricted stock awards, and options to purchase Class A Common Stock, have been excluded from the computation of diluted net loss per share of Class A Common Stock as the effect would be antidilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share of Class A Common Stock is the same. The following potential dilutive securities, presented on an as converted basis, were excluded from the calculation of net loss per share of Class A Common Stock due to their antidilutive effect:

			As of September 30,
			2024						2023
Stock options outstanding			150,899						109,551
Unvested restricted stock units			115,541						198,199
Unvested restricted stock awards			392,097						945,780
Common warrants			1,456,523						158,483
Total			2,115,060						1,412,013

2022 Common Warrants

The Common Warrants in the table above include 158,483 outstanding 2022 Common Warrants which expire on August 23, 2027, and are each exercisable for one share of the Company’s Class A Common Stock for $69.04 per share, after giving effect to the Reverse

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Stock Splits. The 2022 Common Warrants have been classified as a liability because they include a put option election available to their holder that is contingently exercisable if the Company enters into a fundamental transaction (Fundamental Transaction). Pursuant to the terms of the 2022 Common Warrants, a Fundamental Transaction occurs if (i) the Company, directly or indirectly, effects any merger or consolidation of the Company with or into another person in which the Company is not the surviving entity, (ii) the Company (and all of its subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance, or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer, or exchange offer is completed pursuant to which holders of the Company’s Class A Common Stock are permitted to sell, tender, or exchange their shares for other securities, cash or property and has been accepted by the holders of 50 percent or more of the outstanding Class A Common Stock of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization, or recapitalization of the Class A Common Stock or any compulsory share exchange pursuant to which the Class A Common Stock is effectively converted into or exchanged for other securities, cash, or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination with another person or group of persons whereby such other person or group acquires more than 50 percent of the voting power of the outstanding shares of Class A Common Stock (not including any shares of Class A Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination) (the Fundamental Change Put). If the Fundamental Change Put is exercised by the holder of a 2022 Common Warrant, holder may elect to receive either the consideration of the Fundamental Transaction or put the 2022 Common Warrants back to the Company in exchange for cash, based on terms and timing specified in the 2022 Common Warrant agreement. If the Fundamental Change Put option is exercised, the Company is required to pay cash to the holder in an amount as determined by the Black-Scholes pricing model, with assumptions determined in accordance with the terms of the 2022 Common Warrants. The Company believes that the Merger Transactions did not qualify as a Fundamental Transaction.

2024 Common Warrants

The Company issued the 2024 Common Warrants in the 2024 Follow-On Offering, defined below in Note 6. The Common Warrants included in the table above include 1,298,040 outstanding 2024 Common Warrants which are immediately exercisable at an exercise price of $10.00 per share (or $10.07 per share, in the case of 2024 Common Warrants issued to one of the Company’s executive officers) until fully exercised, subject to ownership limitations, and expire five years after their date of issuance. The 2024 Common Warrants are recorded as a liability in the Company’s condensed consolidated balance sheets.

Common Warrants

The Common Warrants are reported at fair value with changes in fair value reported in earnings. The Company reports the changes in fair value of the Common Warrants in non-operating income (expense), net in its condensed consolidated statements of operations.

Recently Issued Accounting Pronouncements

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

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, requiring public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are also required to apply the disclosure requirements. The standard is effective for annual reporting periods beginning after December 15, 2023, and for interim reporting periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07.

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2. MERGER WITH CIBUS GLOBAL

As described in Note 1, on May 31, 2023, the Company completed the Merger Transactions.

Redeemable Noncontrolling Interest

All of the issued and outstanding Cibus Global membership units (Common Units) are held solely by the Company and certain members of Cibus Global who elected in connection with the Merger Transactions to receive units (Up-C Units), each consisting of one share of Class B Common Stock and one Common Unit, at the closing of the Merger Transactions (Electing Members). The Up-C Units are generally exchangeable for shares of Class A Common Stock on a one-for-one basis, subject to certain restrictions. In accordance with ASC 810, Consolidation, Cibus Global is considered a Variable Interest Entity with Cibus as its sole managing member and primary beneficiary. As such, Cibus consolidates Cibus Global, and the remaining Common Unit holders that hold economic interest directly in Cibus Global are presented as redeemable noncontrolling interest on the Company’s financial statements. There are no restrictions on the use of assets of Cibus Global.

Redeemable noncontrolling interest represents the portion of Cibus Global Common Units that are not owned directly by the Company. Redeemable noncontrolling interest is classified as temporary equity because the Common Units contained certain redemption features that were not solely within the control of the Company. As of May 31, 2023, (the closing date of the Merger Transactions) the Common Unit holders of the redeemable noncontrolling interest owned approximately 22 percent of Cibus Global. As of September 30, 2024, the Common Unit holders of the redeemable noncontrolling interest owned approximately 11 percent of Cibus Global.

Purchase Price

The purchase price for Cibus Global was determined as follows:

Number of shares of Common Stock received by Cibus Global, LLC equityholders as merger consideration (1)						20,150,838
Multiplied by the fair value per share of Cibus, Inc. Class A Common Stock (2)						$	31.50
Purchase price						$	634,751,397

___________________________________________
(1) This share number represents the aggregate number of shares of Common Stock issued to Cibus Global members in the Merger Transactions and comprises: 15,508,202 shares of Class A Common Stock and 4,642,636 shares of Class B Common Stock. This share number excludes 1,019,282 shares of Class A Restricted Stock, which are treated as issued and outstanding for financial statement presentation purposes only after such awards have vested and, therefore, have ceased to be subject to a risk of forfeiture.

(2) Reflects the purchase price per share of the Company's Class A Common Stock, which was the closing price of the Class A Common Stock on May 31, 2023, the closing date of the Merger Transactions.

Purchase Price Allocation

The acquisition of Cibus Global was accounted for using the acquisition method, whereby all of the assets acquired and liabilities assumed were recognized at their fair value on the acquisition date, with any excess of the purchase price over the estimated fair value recorded as goodwill.

Identifiable assets acquired, liabilities assumed, and noncontrolling interest, if applicable, are recorded at their estimated fair values at the acquisition date. Significant judgment is required in determining the acquisition date fair value of the assets acquired and liabilities assumed, predominantly with respect to intangible assets and the Royalty Liability. Evaluations included numerous inputs, including forecasted cash flows that incorporate the specific attributes of each asset. The Company evaluated all available information, as well as all appropriate methodologies, when determining the fair value of assets acquired, liabilities assumed, and noncontrolling interest. In addition, the Company determined the amortization period and method of amortization for each finite-lived intangible asset.

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The following table sets forth the allocation of the consideration:

In Thousands						May 31, 2023
Cash and cash equivalents						$	59,381
Accounts receivable						2,216
Due from related parties						19
Note receivable						2,500
Prepaid expenses and other current assets						2,535
Property, plant and equipment						10,588
Operating lease right-of-use-assets						9,519
Goodwill						585,266
Intangible assets						135,429
Other non-current assets						457
Accounts payable						(5,582)
Accrued expenses						(3,477)
Accrued compensation						(2,859)
Due to related parties						(8)
Deferred revenue						(1,186)
Current portion of notes payable						(517)
Current portion of operating lease obligations						(4,687)
Current portion of financing lease obligations						(165)
Other current liabilities						(17)
Notes payable, net of current portion						(749)
Operating lease obligations, net of current portion						(6,006)
Financing lease obligations, net of current portion						(10)
Royalty liability - related parties						(146,360)
Other non-current liabilities						(1,536)
Consideration transferred						$	634,751

Receivables have been recognized at their fair value, and the Company has not recognized, and it does not expect, any credit losses and therefore expects cash flows to match the recognized receivables.

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Intangible Assets Acquired

Intangible assets acquired, and their related average useful lives, were as follows:

In Thousands, except useful life						May 31, 2023						Weighted Average Amortization (Years)
In-process research and development						$	99,051					Indefinite
Developed technology						14,148						20
Trade name						22,230						20
Total						$	135,429

The weighted average amortization period for the Company's finite-lived intangible assets, including developed technology and trade names, was 20 years.

The Company incurred expenses of approximately $8.2 million in connection with the completion of the Merger Transactions, of which approximately $0.4 million was recognized in 2022. During 2023, approximately $3.5 million in legal and professional fees, $1.9 million in severance costs resulting from pre-existing employment agreements, and $1.1 million in stock compensation expense from accelerated share vesting per the individual stock award agreements, were included in SG&A expense in the condensed consolidated statements of operations. Additionally, during 2023, approximately $1.3 million in stock compensation expense from accelerated share vesting per the individual stock award agreements, was included in R&D expense in the condensed consolidated statements of operations.

These unaudited pro forma figures for the three and nine months ended September 30, 2023, have been prepared as though the business combination had occurred on January 1, 2022. Pro forma adjustments have been made to reflect non-recurring stock compensation expense, legal and professional fees, severance costs, and amortization of acquired intangible assets, directly attributable to the business combination. The unaudited pro forma financial information is not indicative of the results of operations that would have been achieved had the acquisitions reflected herein been consummated on the dates indicated or that will be achieved in the future.

												Three Months Ended												Nine Months Ended
Unaudited and in Thousands												September 30, 2023												September 30, 2023
Pro forma revenues												$	475											$	1,154
Pro forma net loss												(34,528)												(88,474)
Pro forma net loss attributable to controlling interest												(24,575)												(70,855)
Pro forma net loss attributable to redeemable noncontrolling interest												$	(9,953)											$	(17,619)

Tax Receivable Agreement

In conjunction with the Merger Transactions, the Company entered into a Tax Receivable Agreement (TRA) with the Electing Members. Pursuant to the TRA, the Company generally will be required to pay to the Electing Members, in the aggregate, 85 percent of the net income tax savings that the Company actually realizes (or in certain circumstances, is deemed to realize) as a result of (i) certain favorable tax attributes the Company acquired from the blocker entities party to the Merger Agreement in connection with the Merger Transactions (including net operating losses), (ii) increases to the Company's allocatable share of the tax basis of Cibus Global's assets resulting from future redemptions or exchanges of Common Units for shares of Class A Common Stock or cash, (iii) tax attributes resulting from certain payments made under the TRA and (iv) deductions in respect of interest under the TRA. The payment obligations under the TRA are the Company's obligations and not obligations of Cibus Global.

During the nine months ended September 30, 2024, there were 30,120 Up-C Units exchanged by Electing Members for shares of Class A Common Stock. As of September 30, 2024, the Company has recorded a full valuation allowance against its net deferred tax assets as the realizability of the tax benefit is not at the more likely than not threshold. Since the benefit has not been recorded, the Company determined that the TRA liability is not probable and therefore no TRA liability has been recorded as of September 30, 2024.

3. FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK

Financial Instruments Measured at Fair Value and Financial Statement Presentation

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

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

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

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

The Company's policy is to recognize transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. There were no transfers into or out of Level 3 during the nine months ended September 30, 2024, and 2023.

Fair Value Measurements and Financial Statement Presentation

The Company’s financial instruments measured at fair value and their respective levels in the fair value hierarchy as of September 30, 2024, and December 31, 2023, were as follows:

						September 30, 2024																								December 31, 2023
						Fair Value of Assets																								Fair Value of Assets
In Thousands						Level 1						Level 2						Level 3						Total						Level 1						Level 2						Level 3						Total
Money market funds (1)						$	1,051					$	—					$	—					$	1,051					$	7,015					$	—					$	—					$	7,015
Total						$	1,051					$	—					$	—					$	1,051					$	7,015					$	—					$	—					$	7,015

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

						September 30, 2024																								December 31, 2023
						Fair Value of Liabilities																								Fair Value of Liabilities
In Thousands						Level 1						Level 2						Level 3						Total						Level 1						Level 2						Level 3						Total
Common Warrants						$	—					$	—					$	2,661					$	2,661					$	—					$	—					$	1,418					$	1,418
Total						$	—					$	—					$	2,661					$	2,661					$	—					$	—					$	1,418					$	1,418

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

In Thousands						Level 3 Fair Value of Liabilities
Balance as of December 31, 2023						$	1,418
Issued						10,151
Change in fair value						(8,908)
Balance as of September 30, 2024						$	2,661

The following table summarizes the Common Warrants activity for the nine months ended September 30, 2023:

In Thousands						Level 3 Fair Value of Liabilities
Balance as of December 31, 2022						$	291
Change in fair value						1,221
Balance as of September 30, 2023						$	1,512

The Company estimates the fair value of the Common Warrants as of the date of issuance and at the end of every reporting period using a Black-Scholes option pricing model, which requires it to make assumptions regarding future stock price volatility and dividend yield. The Company estimates the risk-free interest rate based on the United States Treasury zero-coupon yield curve for the remaining life of the Common Warrants. The Company estimates its future stock price volatility using a weighted average historical volatility which takes into consideration the Company's historical volatility and historical volatility from a group of guideline companies, over the remaining life of the Common Warrants. The Company does not pay dividends and does not expect to pay dividends in the foreseeable future.

The assumptions used for the initial valuation of the 2024 Common Warrants consisted of a risk-free interest rate of 4.4 percent, expected volatility of 102.7 percent, and an expected term of five years which resulted in an estimated fair value of $7.82 per 2024 Common Warrant.

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

			As of September 30, 2024						As of December 31, 2023
Estimated fair value of common warrants per share			$0.49 - $1.99						$	8.95
Assumptions:
Risk-free interest rate			3.5% - 3.6%						3.9		%
Expected volatility			105.1% - 110.4%						100.7		%
Expected term to liquidation (in years)			2.9 - 4.7						3.6

As of September 30, 2024, the Company had no other financial instruments measured at fair value.

Concentrations of Credit Risk

The Company invests its cash and cash equivalents in highly liquid securities and interest-bearing deposit accounts. The Company diversifies the risk associated with investing in securities by allocating its investments to a diverse portfolio of short-dated, high investment-grade securities, which it classifies as cash and cash equivalents that are recorded at fair value in its condensed consolidated financial statements. The Company maintains the credit risk in this portfolio in accordance with its internal policies and, if necessary, makes changes to investments to minimize credit risk. The Company has not experienced any counterparty credit losses. As of September 30, 2024, and December 31, 2023, the Company did not hold any short-term investments.

4. PROPERTY, PLANT, AND EQUIPMENT, NET

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

In Thousands, except useful life						Useful Life (Years)						As of September 30, 2024						As of December 31, 2023
Property, plant, and equipment, net:
Buildings						10 - 20						$	900					$	900
Leasehold improvements						shorter of lease term or useful life						4,284						3,912
Office furniture and equipment						5 - 10						15,574						15,102
Office furniture and equipment under financing leases						3 - 7						—						373
Computer equipment and software						3 - 5						4,357						3,761
Assets in progress						N/A						521						704
Total property, plant, and equipment												25,636						24,752
Less accumulated depreciation and amortization												(12,726)						(8,977)
Total												$	12,910					$	15,775

Depreciation and amortization expense is as follows:

						Three Months Ended September 30,												Nine Months Ended September 30,
In Thousands						2024						2023						2024						2023
Depreciation and amortization expense						$	1,172					$	1,225					$	3,755					$	2,208

5. GOODWILL AND INTANGIBLE ASSETS

Goodwill

In connection with the Merger Transactions with Cibus Global, the Company recognized goodwill totaling $585.3 million (of which $150.4 million was impaired in the fourth quarter of 2023). The Company had no goodwill prior to the Merger Transactions. Goodwill represents future economic benefits arising from acquiring Cibus Global, primarily due to its strong market position and its assembled workforce that are not individually identified and separately recognized as intangible assets. None of the goodwill recognized is expected

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to be deductible for income tax purposes.

Goodwill is as follows:

In Thousands						Goodwill
Balance as of December 31, 2023						$	434,898
Impairment						(181,432)
Balance as of September 30, 2024						$	253,466

Intangible Assets

Intangible assets were as follows:

In Thousands						As of September 30, 2024						As of December 31, 2023
Intangible Assets, net:
Developed technology						$	14,148					$	14,148
Trade name						22,230						22,230
Other						150						150
Total intangible assets						36,528						36,528
Less accumulated amortization						(2,492)						(1,117)
Total						$	34,036					$	35,411

Total amortization expense is as follows:

						Three Months Ended September 30,												Nine Months Ended September 30,
In Thousands						2024						2023						2024						2023
Amortization expense						$	458					$	459					$	1,375					$	667

As of September 30, 2024, amortization expense for each of the next five years is estimated as follows:

In Thousands						Amortization Expense
Remainder of 2024						$	458
2025						$	1,833
2026						$	1,833
2027						$	1,833
2028						$	1,833
2029						$	1,833

6. STOCKHOLDERS’ EQUITY

2022 Common Warrants

The Company issued the 2022 Common Warrants in a follow-on offering in 2022. The 2022 Common Warrants expire on August 23, 2027, and are each exercisable for one share of the Company's Class A Common Stock for $69.04 per share. The 2022 Common Warrants are recorded as a liability in the Company’s condensed consolidated balance sheets. Per the terms of the 2022 Common Warrants, holders of outstanding 2022 Common Warrants are not entitled to exercise any portion of such warrant if, upon exercise, the holder’s ownership of the Company’s Class A Common Stock (together with its affiliates) or the combined voting power of the Company’s securities beneficially owned by such holder (together with its affiliates) would exceed 4.99 percent after giving effect to the exercise.

December 2023 Equity Follow-On Offering

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On December 14, 2023, the Company issued 2,106,723 shares of its Class A Common Stock and, in lieu of Class A Common Stock to one of the Company’s executive officers, pre-funded warrants (2023 Pre-Funded Warrants) to purchase up to 50,000 shares of Class A Common Stock (Warrant Shares) in an underwritten registered direct offering (2023 Follow-On Offering). The offering price for each share of Class A Common Stock in the 2023 Follow-On Offering was $9.00 per share, except for shares of Class A Common Stock purchased by an executive officer of the Company, which were offered at a price of $10.58 per share, which was the closing bid price for shares of the Company's Class A Common Stock on December 11, 2023, and $10.57 per 2023 Pre-Funded Warrant, which was the closing bid price for shares of Class A Common Stock on December 11, 2023, minus the $0.01 exercise price per 2023 Pre-Funded Warrant. The 2023 Pre-Funded Warrants are immediately exercisable until fully exercised at an exercise price of $0.01 per share, subject to an ownership limitation. 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.

The 2023 Pre-Funded Warrants remain outstanding and exercisable, subject to an ownership limitation, as of September 30, 2024. The 2023 Pre-Funded Warrants were recorded as a component of stockholders’ equity within additional paid-in capital in the accompanying condensed consolidated balance sheets, and the shares issuable upon exercise are included in the determination of the Company’s basic and diluted net loss per share of Class A Common Stock.

June 2024 Registered Direct Offering

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 a registered direct offering (2024 Follow-On Offering). The combined offering price for each share of Class A Common Stock and the accompanying 2024 Common Warrant was $10.00 per share, except that each share of Class A Common Stock and the accompanying 2024 Common Warrant issued to one of the Company’s executive officers was issued at a combined offering price of $10.20 per share. The 2024 Common Warrants are immediately exercisable at an exercise price of $10.00 per share (or $10.07 per share, in the case of 2024 Common Warrants issued to one of the Company’s executive officers) until fully exercised, subject to ownership limitations, and expire five years after their date of issuance. The Company received net proceeds of approximately $12.0 million from the 2024 Follow-On Offering, after deducting the underwriting discounts and commissions and other offering expenses payable by the Company. The net proceeds were allocated between the 2024 Common Warrants and the Class A Common Stock based on their relative fair values. The fair value of the 2024 Common Warrants was $10.2 million with associated costs of $0.8 million included in SG&A expense in the condensed consolidated statements of operations. The net proceeds of Class A Common Stock were $2.6 million.

The 2024 Common Warrants are recorded as a liability in the Company’s condensed consolidated balance sheets. The 2024 Common Warrants may be redeemed at the Company’s option at any time following the occurrence of (i) the Company’s public announcement of an operational Soybean platform and (ii) the first date on which the closing price of the Class A Common Stock on Nasdaq equals or exceeds $20.00 per share for fifteen consecutive trading days, at a redemption price of $0.0001 per 2024 Common Warrant.

Warrant transactions for the nine months ended September 30, 2024, were as follows:

			Pre-Funded Warrants						Weighted Average Exercise Price Per Share						Common Warrants						Weighted Average Exercise Price Per Share
Outstanding as of December 31, 2023			50,000						$	0.01					158,483						$	69.04
Issued			—						—						1,298,040						10.01
Forfeited/canceled			—						—						—						—
Exercised			—						—						—						—
Outstanding as of September 30, 2024			50,000						$	0.01					1,456,523						$	16.43
Exercisable as of September 30, 2024			50,000						$	0.01					1,456,523						$	16.43

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 executive officers. The offering price for each share of Class A Common Stock was $4.00 per share. The Company received net proceeds of approximately $12.1 million after deducting approximately $1.0 million for the underwriting discounts and commissions and other offering expenses payable by the Company.

ATM Facility

During the nine months ended September 30, 2024, the Company issued 974,727 shares of Class A Common Stock and received net proceeds of approximately $16.9 million from the ATM Facility after deducting approximately $0.3 million for the commissions and other offering expenses payable by the Company.

Class A Common Stock

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Shares of Class A Common Stock have full voting and economic rights. Unvested shares of Class A Restricted Common Stock, which were issued as equity compensation to certain of the Company's employees and executive officers, carry all voting, dividend, distribution, and other rights as apply to shares of Class A Common Stock generally, except that (i) shares of Class A Restricted Common Stock are subject to transfer restrictions and (ii) dividends and distributions are held by the Company until vesting of the underlying shares of Class A Restricted Common Stock and remain subject to the same forfeiture provisions as such shares.

Class B Common Stock

Upon the Closing of the Merger Transactions, the Company issued shares of Class B Common Stock. The Class B Common Stock have full voting rights. The Class B Common Stock have no economic rights and do not participate in dividends or undistributed earnings. However, holders of Class B Common Stock hold a corresponding number of economic, non-voting Common Units through which they would receive pro rata distributions from Cibus Global.

Cibus Global Common Units

In connection with the Merger Transactions, the Company, Cibus Global, and the Electing Members entered into an Exchange Agreement (the Exchange Agreement). The Exchange Agreement sets forth the terms and conditions upon which holders of Up-C Units, comprising an equal number of shares of Class B Common Stock and Cibus Global Common Units, may exchange such Up-C Units for shares of Class A Common Stock. The Up-C Units are generally exchangeable for shares of Class A Common Stock on a one-for-one basis, subject to certain restrictions. The Electing Members’ ownership of Common Units represents the redeemable noncontrolling interest. During the nine months ended September 30, 2024, there were 30,120 Up-C Units exchanged by Electing Members for Class A Common Stock. As of September 30, 2024, there were 29,542,146 Cibus Common Units outstanding. Of the 29,542,146 Cibus Common Units outstanding, 26,429,630 are held by Cibus Inc. and 3,112,516 are held by the Electing Members.

Preferred Stock

Pursuant to the Amended Certificate of Incorporation, following the consummation of the Merger Transactions, the Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.0001 per share. As of September 30, 2024, the Company has not issued any preferred stock.

7. STOCK-BASED COMPENSATION

The Company uses broad-based stock plans to attract and retain highly qualified officers and employees and to help ensure that management’s interests are aligned with those of its shareholders. The Company has also granted equity-based awards to directors, non-employees, and certain employees of Cellectis, the Company's largest shareholder and former parent company prior to the completion of the Merger Transactions.

In December 2014, Legacy Calyxt adopted the Calyxt, Inc. Equity Incentive Plan (2014 Plan), which allowed for the grant of stock options, and in June 2017, it adopted the Calyxt, Inc. 2017 Omnibus Plan (2017 Plan), which allowed for the grant of stock options, restricted stock units (RSUs), performance stock units (PSUs), and other types of equity awards. As part of the Merger Transactions, the name of the 2017 Plan was amended to reflect the name change of the Company.

As of September 30, 2024, 1,960,427 shares were available for grant in the form of stock options, restricted stock, RSUs, and PSUs under the 2017 Plan. Stock-based awards currently outstanding also include awards granted under the 2014 Plan. No further awards are available for grant or will be granted under the 2014 Plan.

Stock Options

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

						Nine Months Ended September 30,
						2024						2023
Estimated fair values of stock options granted						$	11.59					$	—
Assumptions:
Risk-free interest rate						4.5		%				—		%
Expected volatility						99.8% - 102.5%						—		%
Expected term (in years)						5.0 - 5.5						—

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

Information on stock option activity is as follows:

						Options Exercisable						Weighted Average Exercise Price Per Share						Options Outstanding						Weighted Average Exercise Price Per Share
Balance as of December 31, 2023						108,781						$	365.07					109,521						$	367.35
Granted						—						—						41,396						14.82
Vested						18,726						31.59						—						—
Exercised						—						—						—						—
Forfeited						—						—						(18)						227.00
Balance as of September 30, 2024						127,507						$	316.09					150,899						$	270.66

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

						Three Months Ended September 30,												Nine Months Ended September 30,
In Thousands						2024						2023						2024						2023
Stock-based compensation expense						$	78					$	40					$	346					$	1,835

As of September 30, 2024, options outstanding had no aggregate intrinsic value and a weighted average remaining contractual term of 4.6 years. As of September 30, 2024, options exercisable had no aggregate intrinsic value and a weighted average remaining contractual term of 3.7 years.

As of September 30, 2024, unrecognized compensation expense related to non-vested stock options was $0.2 million which has a weighted average remaining recognition period of 0.6 years.

Restricted Stock Awards

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

Information on Class A restricted stock award activity is as follows:

			Restricted Stock Awards						Weighted Average Grant Date Fair Value
Unvested balance as of December 31, 2023			640,060						$	31.50
Granted			—						—
Vested			(245,172)						31.50
Forfeited			(2,791)						31.50
Unvested balance as of September 30, 2024			392,097						$	31.50

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

						Three Months Ended September 30,												Nine Months Ended September 30,
In Thousands						2024						2023						2024						2023
Fair value of shares vested						$	511					$	964					$	3,230					$	1,145

There were no RSAs granted during the nine months ended September 30, 2024. The weighted average grant date fair value of RSAs granted during the nine months ended September 30, 2023, was $31.50.

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

						Three Months Ended September 30,												Nine Months Ended September 30,
In Thousands						2024						2023						2024						2023
Stock-based compensation expense						$	2,418					$	5,631					$	7,274					$	7,555

As of September 30, 2024, unrecognized compensation expense related to RSAs was $12.3 million which has a weighted average remaining recognition period of 1.8 years.

Restricted Stock Units

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

Information on restricted stock unit activity is as follows:

			Restricted Stock Units						Weighted Average Grant Date Fair Value
Unvested balance as of December 31, 2023			147,222						$	18.21
Granted			65,019						18.60
Vested			(36,476)						18.46
Forfeited			(60,224)						18.15
Unvested balance as of September 30, 2024			115,541						$	18.38

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

						Three Months Ended September 30,												Nine Months Ended September 30,
In Thousands						2024						2023						2024						2023
Fair value of shares vested						$	—					$	92					$	629					$	2,126

The weighted average grant date fair value of RSUs granted during the nine months ended September 30, 2024, was $18.60. The weighted average grant date fair value of RSUs granted during the nine months ended September 30, 2023, was $19.02.

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

						Three Months Ended September 30,												Nine Months Ended September 30,
In Thousands						2024						2023						2024						2023
Stock-based compensation expense						$	191					$	157					$	410					$	2,550

As of September 30, 2024, unrecognized compensation expense related to RSUs was $1.9 million which has a weighted average remaining recognition period of 3.0 years.

Performance Stock Units

From time-to-time, the Company issues PSUs to certain individuals in management in order to align their objectives with stockholders of the Company. Depending upon the type of PSU award, the Company uses a Monte Carlo simulation pricing model when estimating the fair value of these awards.

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

						Three Months Ended September 30,												Nine Months Ended September 30,
In Thousands						2024						2023						2024						2023
Fair value of shares vested						$	—					$	—					$	—					$	1,005

There were no PSUs granted during the nine months ended September 30, 2024. The weighted average grant date fair value of PSUs

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granted during the nine months ended September 30, 2023, was $25.65.

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

						Three Months Ended September 30,												Nine Months Ended September 30,
In Thousands						2024						2023						2024						2023
Stock-based compensation benefit						$	—					$	—					$	—					$	(270)

As of September 30, 2024, there is no unrecognized compensation expense related to PSUs.

8. INCOME TAXES

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

The Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates, and tax planning opportunities available in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes. Current income taxes are recorded based on statutory obligations for the current operating period for the foreign jurisdictions in which the Company has operations. As such, the Company recorded a nominal income tax provision for foreign jurisdictions for the three and nine months ended September 30, 2024. No current income tax provision has been recorded for United States operations for the three and nine months ended September 30, 2024, due to the Company's history of net operating losses, and the maintenance of a full valuation allowance against its deferred tax assets.

During the three and nine months ended September 30, 2024, there were 30,120 Up-C Units exchanged by Electing Members for shares of Class A Common Stock. As described in Note 2, the Company has recorded a full valuation allowance against its net deferred tax assets as the realizability of the tax benefit is not at the more likely than not threshold. Since the benefit has not been recorded, the Company determined that the TRA liability is not probable and therefore no TRA liability has been recorded as of September 30, 2024.

As of September 30, 2024, there were no material changes to what the Company disclosed regarding tax uncertainties or penalties as of December 31, 2023.

9. LEASES, COMMITMENTS, AND CONTINGENCIES

Leases

The Company's financing lease ROU assets are included in other non-current assets in the condensed consolidated balance sheets.

The Company is obligated under non-cancellable operating leases, primarily for office, laboratory, greenhouse, and warehouse space, as follows:

						As of September 30, 2024												As of December 31, 2023
In Thousands, except remaining term						Remaining Term (years)						Right-of-Use-Asset						Remaining Term (years)						Right-of-Use-Asset
Roseville, Minnesota lease						13.6						$	12,724					14.3						$	13,117
San Diego, California laboratory lease						0.9						1,909						1.7						3,377
San Diego, California headquarters lease						8.5						18,126						1.4						3,178
San Diego, California greenhouse lease						3.9						1,274						4.7						1,475
Other leases						< 1.0 - 3.0						399						< 1.0 - 3.0						538
Total												$	34,432											$	21,685

The Roseville, Minnesota lease includes four options to extend the lease for five years. These options to extend the lease are not recognized as part of the associated operating lease ROU assets and lease liabilities as it is not reasonably certain that the Company will exercise those options. The Company’s lease agreement does not include options to terminate the lease.

The Company's headquarters are located in San Diego, California where it leases its headquarters facility, which includes office and laboratory space, and it has a trait development facility for editing plants 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 that the Company is not reasonably certain to exercise at the lease commencement; therefore, the

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extension term is not recognized in the calculation of the lease liability. The Company had one option to extend the trait development facility lease for one year, but will terminate the lease in August 2025. As the Company was not reasonably certain to exercise this option at lease commencement, the option was not recognized as part of the associated operating lease ROU asset or lease liability.

Additionally, the Company has certain leases for greenhouse and warehouse facilities, with terms that expire in August 2028 and August 2026, respectively. 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. However, as the Company is not reasonably certain to exercise this option at lease commencement, the option was not recognized as part of the associated operating lease ROU asset or lease liability.

Certain leases include rent abatement, rent escalations, tenant improvement allowances, and additional charges for common area maintenance and other costs. The Company is required to pay base rent expense as well as its proportionate share of the facilities operating expenses. The non-lease components, consisting primarily of common area maintenance, are paid separately based on actual costs incurred. Therefore, the variable non-lease components were not included in the operating lease ROU assets or lease liabilities and are reflected as expense in the period incurred.

The components of lease expense were as follows:

						Three Months Ended September 30,												Nine Months Ended September 30,
In Thousands						2024						2023						2024						2023
Finance lease costs						$	30					$	65					$	145					$	79
Operating lease costs						1,839						1,635						5,208						2,830
Total						$	1,869					$	1,700					$	5,353					$	2,909

Operating lease costs for short-term leases was not material for the three and nine months ended September 30, 2024, or 2023.

Supplemental cash flow information related to leases was as follows:

												Nine Months Ended September 30,
In Thousands																		2024						2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows (operating leases)																		$	3,448					$	1,848
Financing cash flows (finance leases)																		$	174					$	242

Supplemental balance sheet information related to leases was as follows:

						As of September 30, 2024												As of December 31, 2023
						Operating						Financing						Operating						Financing
Weighted average remaining lease term (years)						10.1						1.0						10.6						1.3
Weighted average discount rate						7.5		%				10.6		%				7.5		%				9.8		%

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As of September 30, 2024, future minimum payments under operating and finance leases were as follows:

In Thousands						Operating						Financing						Total
Remainder of 2024						$	1,146					$	—					$	1,146
2025						5,433						120						5,553
2026						5,046						—						5,046
2027						5,045						—						5,045
2028						5,081						—						5,081
2029						4,905						—						4,905
Thereafter						25,316						—						25,316
						51,972						120						52,092
Less: interest						(15,971)						(10)						(15,981)
Total						$	36,001					$	110					$	36,111
Current portion						4,150						110						4,260
Noncurrent portion						$	31,851					$	—					$	31,851

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 September 30, 2024, the Cibus Non-Profit Foundation has not received any donations or commenced operations. The Company is obligated to make donations to the Cibus Non-Profit Foundation each fiscal year at a rate of 1.0 percent of all net royalty revenue in the applicable fiscal year that is equal to or greater than $100 million up to, and including, $1.0 billion, and then steps up to 2.0 percent in respect of any portion of such net royalty revenue in excess of $1.0 billion. 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. The donation payable by the Company may be reduced, including to zero, to the extent necessary to comply with any covenant or obligation in any instrument evidencing third party indebtedness, to permit a financing to occur, to preclude undercapitalization, to satisfy working capital requirements or provide for strategic needs of the Company, to ensure timely payment of the Company's liabilities and debts to third parties as they become due, or to comply with applicable law. The Company has agreed not to enter any change of control transaction unless the surviving entity assumes the obligation to pay such donations to the Cibus Non-Profit Foundation.

This obligation is contingent upon the Cibus Non-Profit Foundation obtaining and maintaining its status as a 501(c)(3) charitable organization, although such registration has not yet been achieved. 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 September 30, 2024, the Company had not recorded a liability related to its obligations to the Cibus Non-Profit Foundation within the accompanying condensed consolidated financial statements.

Litigation and Claims

The Company is not currently a party to any material pending legal proceeding.

10. ROYALTY LIABILITY - RELATED PARTIES

On December 31, 2014, Cibus Global entered into a Warrant Transfer and Exchange Agreement (Warrant Exchange Agreement) and a related Intellectual Property Security Agreement (IP Security Agreement), pursuant to which certain investors, including certain directors of the Company and entities affiliated with directors of the Company (collectively, Royalty Holders), exchanged warrants issued by Cibus Global in previous financing transactions, for the right to receive future royalty payments (Royalty Payments). The Warrant Exchange Agreement and IP Security Agreement remain in place following the Company’s acquisition of Cibus Global in the Merger Transactions.

Under the Warrant Exchange Agreement, the Royalty Holders are entitled to future Royalty Payments equal to 10 percent of specified Subject Revenues (as defined in the Warrant Exchange Agreement) actually collected, attributable to product sales, license fees, sublicense payments, distribution fees, milestones, maintenance payments, royalties, and distributions to the Company, arising from products or technology developed using or based upon intellectual property rights in RTDS or oligonucleotide directed mutagenesis technology applied in plants, biologicals, animals, and humans, as well as improvements related to such products or technology. 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

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Company’s customers.

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 payments under the Warrant Exchange Agreement. As of September 30, 2024, the amount of aggregated, but unpaid, Royalty Payments is $0.6 million.

The initial term of the Warrant Exchange Agreement is 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. 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.

The Royalty Liability calculation is based on the Company’s current estimates of future Subject Revenues collected by the Company from customers and, in turn, expected Royalty Payments based on these Subject Revenues to be paid to Royalty Holders over the life of the arrangement based on 10 percent of the actual Subject Revenues collected. The Warrant Exchange Agreement is on a cash basis meaning that all Royalty Payments to Royalty Holders in a given period are based on cash actually collected by the Company for Subject Revenues in that period. The Company 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. 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.

As of September 30, 2024, the Royalty Liability reflected an effective yield of 17.8 percent. As of December 31, 2023, the Royalty Liability reflected an effective yield of 21.7 percent.

The Royalty Liability activity is as follows:

In Thousands						Royalty Liability - Related Parties
Balance as of December 31, 2023						$	165,252
Interest expense recognized						25,953
Balance as of September 30, 2024						$	191,205

11. SUPPLEMENTAL INFORMATION

Certain condensed consolidated statement of operations amounts were as follows:

						Three Months Ended September 30,												Nine Months Ended September 30,
In Thousands						2024						2023						2024						2023
Stock-based compensation expense:
Research and development						$	807					$	2,853					$	2,467					$	5,531
Selling, general, and administrative						1,880						2,975						5,563						6,139
Total						$	2,687					$	5,828					$	8,030					$	11,670

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

						Nine Months Ended September 30,
In Thousands						2024						2023
Interest paid						$	94					$	98

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

						Nine Months Ended September 30,
In Thousands						2024						2023
Property, plant, and equipment acquired through assuming liabilities						$	239					$	419
Unpaid stock offering costs included in stockholders’ equity						$	342					$	—
Shares issued for consideration in the merger with Cibus Global						$	—					$	634,751
Forgiveness of interim funding resulting from merger with Cibus Global						$	—					$	2,500
Establishment of financing lease right-of-use assets and associated financing lease liabilities						$	—					$	307
Establishment of operating lease right-of-use assets and associated operating lease liabilities						$	16,491					$	1,606

12. COLLABORATION AGREEMENT

Prior to the Merger Transactions, Cibus Global and Procter & Gamble (P&G), a leading multi-national consumer product company, entered into a collaboration agreement under which P&G will fund a multi-year program to develop sustainable low carbon ingredients or materials that do not negatively impact the environment during production, use, or disposal to help P&G advance its sustainability objectives. As of September 30, 2024, the Company had $1.1 million of deferred revenue from R&D activities under the P&G agreement. The Company has determined the P&G agreement should be accounted for under Topic 606, and it will recognize revenue over time proportional to the R&D activities performed by the Company related to the collaboration agreement.

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

						Three Months Ended September 30,												Nine Months Ended September 30,
In Thousands						2024						2023						2024						2023
Collaboration agreement deferred revenue recognized						$	1,447					$	312					$	2,238					$	399

13. RELATED-PARTY TRANSACTIONS

Cellectis, the Company's largest shareholder prior to the completion of the Merger Transactions, has guaranteed the lease agreement for the Company’s Roseville, Minnesota facility. Cellectis’ guarantee of the Company’s obligations under the lease will terminate at the end of the second consecutive calendar year in which the Company’s tangible net worth exceeds $300 million. The Company agreed to indemnify Cellectis for any obligations incurred by Cellectis under its guaranty of the obligations under the lease, effective upon Cellectis’ ownership falling to 50 percent or less of the Company’s outstanding common stock. This indemnification obligation was triggered in October 2022.

Prior to the Merger Transactions, amounts payable to Cellectis were reported in the Company's condensed consolidated balance sheets as Due to related parties. Beginning with the three months ended June 30, 2023, any amounts payable to Cellectis are included in accrued expenses in the Company's condensed consolidated balance sheets.

14. SUBSEQUENT EVENTS

Strategic Realignment

On October 16, 2024, the Board of Directors of Cibus approved a strategic realignment, which included an immediate reduction in workforce of approximately 26 full-time employees. The Company estimates that it will incur approximately $0.4 million of one-time cash expense in the fourth quarter of 2024 in connection with the reduction in workforce, primarily related to accrued vacation and severance payments along with approximately $0.2 million of one-time non-cash stock compensation expense related to the acceleration of unvested RSAs approved by the Board of Directors of Cibus. The Company communicated the workforce reduction to affected employees on October 18, 2024.

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.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of the Company’s financial condition and results of operations should be read together with its condensed consolidated financial statements and related notes, which are included elsewhere in this Quarterly Report on Form 10-Q and with its Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 21, 2024 (Annual Report), including the Consolidated Financial Statements and Notes incorporated therein.

OVERVIEW AND BUSINESS UPDATE

Cibus is a leading agricultural biotechnology company that uses proprietary gene editing technologies to develop plant traits (or specific genetic characteristics) in seeds. Its primary business is the development of plant traits that help address specific productivity or yield challenges in farming such as traits for weed management and disease resistance. These traits are referred to as productivity traits because they can improve farming productivity, profitability and sustainability. Certain productivity traits lead to the reduction in the use of chemicals like fungicides, insecticides, or the reduction of fertilizer use, while others make crops more adaptable to their environment or to climate change. The ability to develop productivity traits in seeds that can increase farming productivity and reduce the use of chemicals in farming is the promise of gene editing technologies.

In addition to Cibus' pipeline of five productivity traits, Cibus is developing, through a partner-funded project, sustainable ingredients or materials for the consumer packaged goods industry that do not negatively impact the environment during production, use, or disposal.

Cibus’ core technology is its propriety gene editing platform called the Rapid Trait Development System™ or RTDS®. It is the underlying technology in Cibus’ Trait Machine™ process: a standardized end-to-end semi-automated high-throughput gene editing system that directly edits seed companies’ elite germplasm. It is a timebound, reproducible, and predictable science-based breeding process. RTDS is covered by over 500 patents or patents pending. The Company considers the Trait Machine process an important technological milestone that represents a breakthrough in the achievement of a standardized high-throughput gene editing system that provides the speed, precision, and scale that is the promise of gene editing.

A key aspect of Cibus' Trait Machine process is that plant traits developed using this technology are indistinguishable from plant traits developed using conventional plant breeding (or, from nature). Because of this, most major jurisdictions have either passed regulations or started processes to introduce regulations that generally treat traits developed using gene editing on the same basis as traits developed using conventional plant breeding. All traits developed using RTDS comprise the types of changes that arise naturally in conventional plant breeding programs. GMO technologies enabled major improvements in farming productivity. Unfortunately, because GMO technologies use foreign DNA, or transgenes, the development of major GMO traits has faced headwinds. For example, in the European Union (EU), GMO traits were essentially banned, and imports were heavily regulated. Changes in place in key countries and presently under consideration in Europe are aimed at harmonizing how gene edited traits are regulated in order to align with regulations for traits from conventional plant breeding. These changes highlight the major global evolution away from the heavily regulated GMO technology and acceptance of gene editing technologies. This is a big moment for Cibus that the Company has been working towards since its founding.

Cibus believes that its RTDS technologies and Trait Machine process represent a paradigm shift in plant breeding: the ability to materially change the productivity of the breeding process that currently averages more than a decade with a scientifically based process whose trait products are indistinguishable from traits developed through conventional plant breeding and that are regulated as such. The Trait Machine process materially changes not only the speed and scale of the breeding process, but it also exponentially changes the range of possible genetic solutions from breeding and with it, the capability to develop desired characteristics or traits needed for greater farming sustainability and food security.

Cibus is a leader in the gene editing era—an industry characterized by high-throughput gene editing processes serving as extensions of plant breeding operations for seed company customers. Cibus is the leader in this vision. Cibus and its Trait Machine process do not compete with seed companies’ breeding operations, they augment them. Cibus provides complex traits that it edits in the elite germplasm of its customers for commercialization. Its role is to improve the efficiency and effectiveness of developing the complex traits needed to address farming’s most pressing productivity challenges. Importantly, Cibus and its Trait Machine process provides the ability to efficiently gene edit these complex traits directly into elite germplasm of any of the major crops with a new speed, precision, and scale.

Cibus believes that this is the Future of Breeding™. Cibus believes that its gene editing technologies and trait products have the potential to accelerate agriculture’s jump to a climate smart, more sustainable, crop production system and industry’s move to sustainable, natural, and low carbon materials or ingredients.

The Company believes that a measure of the success of its RTDS technologies and its Trait Machine process is that Cibus has been able to develop a pipeline of five productivity traits, four of which are applicable to multiple crops.

Three of Cibus' five productivity traits are developed, meaning that they have been edited in a customer's elite germplasm and have been validated in field trials. In Canola and Winter Oilseed Rape (WOSR), the Company's Pod Shatter Reduction (PSR) trait has been edited into the elite lines of customer seed company partners and transferred back to these customers in their elite germplasm for potential commercial launch. In Rice, gene-edited herbicide tolerance (HT) traits HT1 and HT3 are being introgressed into multiple customers’ genetics for United States and Latin America, and Cibus is also initiating efforts to directly edit the HT1 and HT3 traits in certain

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customers’ germplasm. Two of the pipeline traits are advanced, meaning that the editing and trait development process is underway with known edit targets. Currently, these advanced traits include a trait for Sclerotinia (white mold disease) resistance and herbicide tolerance in Canola (HT2).

Activities in 2024 through the date of this filing have been transformative for Cibus, including significant progress across crop platforms for its developed traits and achieving important milestones in its advanced traits. On October 18, 2024, the Company announced a restructuring initiative, as it continues its transformation from a Research and Development (R&D) driven organization to a focused commercial stage gene editing company in agriculture. Cibus' related cost reduction actions, including a reduction in force, are expected to save the Company approximately $10.0 million on an annualized run-rate basis. When these and other initiatives are fully implemented by early 2025, the Company expects them to translate to a reduction in monthly cash use by approximately 20 percent.

These initiatives are a result of the Company's realigned organization focus, which focuses the allocation of its capital resources toward its commercial effort priorities through advancement of Cibus' weed management traits HT1 and HT3 for Rice, Sclerotinia resistance trait for Soybean and Canola, and the continuing development of Cibus' Soybean platform, while enabling continued progress on Cibus' PSR trait and its third weed management trait HT2 with a more streamlined use of resources. The Company will also continue to opportunistically pursue partner-funded projects.

In regards to the commercial progress for its HT1 and HT3 developed traits in Rice, Cibus has made substantial advancement with its trait transfer process having received germplasm from all four of its major Rice seed company customers and has either completed or initiated trait transfer to the customer germplasm. In addition, the company completed a successful field trial with one of its customer's germplasm in the third quarter of 2024. Additionally, Cibus, RTDC Corporation Limited (RTDCCL), and Albaugh LLC (Albaugh) entered into an amendment to certain existing agreements to continue a collaboration that brings Cibus’ HT3 trait in Rice, which is Clethodim-tolerant, to seed customers in the United States utilizing Albaugh’s herbicide registration and crop protection expertise. The agreement also establishes Cibus' financial obligations, including with respect to the allocation of trait fees and royalties received by Cibus to RTDCCL and Albaugh. The Company also completed its first field trial for stacked gene edited HT traits in an elite variety.

Within the Company’s Canola platform, Cibus achieved significant progress with its developed PSR trait in WOSR, completing an initial field trial in the United Kingdom with multiple customers' germplasm. This achievement is an important milestone in furthering Cibus' commercialization efforts for WOSR in Europe.

With respect to Cibus' multi-crop advanced traits, Cibus made important advancements in line with its anticipated milestones. For its Sclerotinia resistance trait in Canola, the Company has received field trial results for the second mode of action and expects greenhouse data for the third mode of action in the fourth quarter of 2024. This progress with the Sclerotinia resistance trait is particularly significant as it represents advancement toward providing durable disease resistance to White Mold across multiple crops, including Canola and Soybean. The Company also received positive greenhouse data for its HT2 trait in Canola, with additional field trials anticipated to be completed in 2025.

The Company continues to make progress in developing its Soybean platform. Once the Soybean platform is operational, it will be possible for Cibus to develop and commercialize its multi-crop traits contemporaneously in any or all of three major crops (Rice, Canola, and Soybean).

Supporting Cibus’ commercial efforts is the Company’s proprietary gene editing platform, which represents a paradigm shift in breeding complex traits, built on decades of rigorous research and development and backed by an extensive intellectual property portfolio. Through the first nine months of 2024, Cibus received additional patents across 10 plant gene editing and trait families, which further strengthened the Company’s IP portfolio including in its weed management and herbicide tolerance trait families. The Company's IP expansion covers gene editing, productivity traits, and quality traits patent coverage in geographies including, but not limited to, Europe, Asia, Latin America, and North America.

The advancing global regulation of gene editing technologies in agriculture continued its general positive progression. In May 2024, Canada joined other jurisdictions endorsing additional policies to regulate gene editing technology in feed (including that used in Cibus' RTDS) similar to conventional breeding methods. Previously, on February 7, 2024, the Parliament of the EU voted in favor of new laws that would differentiate gene editing technologies from GMO technology. The proposal adopted by the EU Parliament would regulate certain traits from gene editing as “conventional-like” or like traits developed using conventional plant breeding. There is still ongoing discussion of how to address traits for HT in the EU. Final approval of the EU Parliament's proposal will be based upon ongoing negotiations among the EU Parliament, the EU Council, and the European Commission to finalize legislation for adoption.

While the legislative process remains ongoing in the EU, other major developed market countries including Canada, the United Kingdom, United States, and the major markets in South America are now treating traits from gene editing as conventional-like. Although there can be no assurance when the final EU legislation will be adopted, its passage would bring the EU closer to other major developed markets resulting in more consistent regulations for the planting, import, and export of products or commodities. For this reason, Cibus believes the impact of these regulations is indicative of the beginning of the gene editing era – an era in which products from the most advanced technologies in breeding and gene editing will be regulated on the same basis as products developed using conventional breeding — an era in which technology promises to change the speed and scale of trait development as new technologies have done in many industries and an era that Cibus believes represents agriculture’s analog to digital moment: the ability to develop traits more accurately and with less time and cost involved in conventional breeding of traits or in GMO trait breeding.

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The Company has incurred net losses since its inception. As of September 30, 2024, the Company had an accumulated deficit of $708.1 million. The Company’s net loss was $256.9 million for the nine months ended September 30, 2024. As Cibus continues to develop its pipeline of productivity traits and as a result of its limited commercial activities, Cibus expects to continue to incur significant expenses and operating losses for the next several years. Those expenses and losses may fluctuate significantly from quarter-to-quarter and year-to-year.

ATM Facility

On January 2, 2024, the Company entered into a Sales Agreement (Sales Agreement) with Stifel, Nicolaus & Company, Incorporated (Stifel). Pursuant to the terms of the Sales Agreement, the Company may offer and sell through Stifel, from time-to-time and at its sole discretion, shares of the Company’s Class A Common Stock, having an aggregate offering price of up to $80.0 million (ATM Facility). During the nine months ended September 30, 2024, the Company issued 974,727 shares of Class A Common Stock and received net proceeds of approximately $16.9 million from the ATM Facility.

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). The combined offering price for each share of Class A Common Stock and the accompanying 2024 Common Warrant was $10.00 per share, except that each share of Class A Common Stock and the accompanying 2024 Common Warrant issued to one of the Company’s executive officers was issued at a combined offering price of $10.20 per share. The 2024 Common Warrants are immediately exercisable at an exercise price of $10.00 per share (or $10.07 per share, in the case of 2024 Common Warrants issued to one of the Company’s executive officers) until fully exercised, subject to ownership limitations, and expire five years after their date of issuance. The Company received net proceeds of approximately $12.0 million from the 2024 Follow-On Offering, after deducting the underwriting discounts and commissions and other offering expenses payable by the Company.

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 executive officers. The offering price for each share of Class A Common Stock was $4.00 per share. The Company received net proceeds of approximately $12.1 million after deducting the underwriting discounts and commissions and other offering expenses payable by the Company.

Strategic Realignment

On October 16, 2024, the Board of Directors of Cibus approved a strategic realignment, which included an immediate reduction in workforce of approximately 26 full-time employees. The Company estimates that it will incur approximately $0.4 million of one-time cash expense in the fourth quarter of 2024 in connection with the reduction in workforce, primarily related to accrued vacation and severance payments along with approximately $0.2 million of one-time non-cash stock compensation expense related to the acceleration of unvested awards of Class A Restricted Stock (RSAs) approved by the Board of Directors of Cibus. The Company communicated the workforce reduction to affected employees on October 18, 2024.

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.

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RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024, COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2023

A summary of the Company’s results of operations for the three months ended September 30, 2024, and 2023 follows:

			Three Months Ended September 30,
In Thousands, except per share and percentage values			2024						2023						$ Change						% Change
Revenue			$	1,667					$	475					$	1,192					251		%
Research and development			12,990						17,521						(4,531)						(26)		%
Selling, general, and administrative			7,682						8,751						(1,069)						(12)		%
Goodwill impairment			181,432						—						181,432						NM
Loss from operations			(200,437)						(25,797)						(174,640)						(677)		%
Royalty liability interest expense - related parties			(8,875)						(8,136)						(739)						(9)		%
Other interest income, net			160						281						(121)						(43)		%
Non-operating income (expense), net			7,706						(876)						8,582						980		%
Loss before income taxes			(201,446)						(34,528)						(166,918)						(483)		%
Income tax expense			(13)						—						(13)						NM
Net loss			$	(201,459)					$	(34,528)					$	(166,931)					(483)		%
Net loss attributable to redeemable noncontrolling interest			(21,491)						(8,099)						(13,392)						(165)		%
Net loss attributable to Cibus, Inc.			$	(179,968)					$	(26,429)					$	(153,539)					(581)		%
Basic and diluted net loss per share of Class A common stock			$	(7.63)					$	(1.59)					$	(6.04)					(380)		%

NM – not meaningful

Revenue

Revenue was $1.7 million in the third quarter of 2024, an increase of $1.2 million from the third quarter of 2023. The increase was driven by amounts earned from collaboration agreements related to contract research for Soybean. Revenue in the third quarter of 2023 from Legacy Calyxt's operations was primarily associated with the Company’s agreement with a large food ingredient manufacturer to develop a palm oil alternative.

Research and Development Expense

R&D expense was $13.0 million in the third quarter of 2024, a decrease of $4.5 million from the third quarter of 2023. The decrease was primarily due to lower non-cash stock compensation expense and the strategic realignment and reduction in force announced during the fourth quarter of 2023 which included decreases in personnel costs and supplies.

Selling, General, and Administrative Expense

Selling, General, and Administrative (SG&A) expense was $7.7 million in the third quarter of 2024, a decrease of $1.1 million from the third quarter of 2023. The decrease was primarily due to lower non-cash stock compensation expense.

Goodwill Impairment

Goodwill impairment was $181.4 million in the third quarter of 2024, an increase of $181.4 million from the third quarter of 2023. The increase was due to the impairment of goodwill resulting from a fair value assessment, based on the decline of the Company's stock price, performed in the third quarter of 2024.

Royalty Liability Interest Expense - Related Parties

Royalty liability interest expense - related parties was $8.9 million in the third quarter of 2024, an increase of $0.7 million from the third quarter of 2023. The increase was due to the increase in the Royalty Liability balance.

Other Interest Income, net

Other interest income, net was $0.2 million in the third quarter of 2024, a decrease of $0.1 million from the third quarter of 2023. The decrease was driven by interest earned on lower cash balances.

Non-Operating Income (Expense), net

Non-operating income (expense), net was income of $7.7 million in the third quarter of 2024, an increase in income of $8.6 million from the third quarter of 2023. The increase in income was driven by the fair value adjustment of the Common Warrants (as defined in Note 1 to the accompanying condensed consolidated financial statements).

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Net Loss Attributable to Redeemable Noncontrolling Interest

Net loss attributable to redeemable noncontrolling interest was $21.5 million in third quarter of 2024, an increase in net loss attributable to redeemable noncontrolling interest of $13.4 million, from the third quarter of 2023. The increase in net loss attributable to redeemable noncontrolling interest is a result of the Up-C Units created as part of the closing of the Merger Transactions, and the amount for the period is based on the percentage of Cibus Global that is not owned by Cibus, Inc.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024, COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2023

A summary of the Company’s results of operations for the nine months ended September 30, 2024, and 2023 follows:

			Nine Months Ended September 30,
In Thousands, except per share and percentage values			2024						2023						$ Change						% Change
Revenue			$	3,050					$	714					$	2,336					327		%
Research and development			37,996						28,159						9,837						35		%
Selling, general, and administrative			23,994						22,126						1,868						8		%
Goodwill impairment			181,432						—						181,432						NM
Loss from operations			(240,372)						(49,571)						(190,801)						(385)		%
Royalty liability interest expense - related parties			(25,953)						(10,753)						(15,200)						(141)		%
Other interest income, net			522						359						163						45		%
Non-operating income (expense), net			8,917						(466)						9,383						2,014		%
Loss before income taxes			(256,886)						(60,431)						(196,455)						(325)		%
Income tax expense			(23)						—						(23)						NM
Net loss			$	(256,909)					$	(60,431)					$	(196,478)					(325)		%
Net loss attributable to redeemable noncontrolling interest			(28,623)						(9,918)						(18,705)						(189)		%
Net loss attributable to Cibus, Inc.			$	(228,286)					$	(50,513)					$	(177,773)					(352)		%
Basic and diluted net loss per share of Class A common stock			$	(10.33)					$	(6.33)					$	(4.00)					(63)		%

NM – not meaningful

Revenue

Revenue was $3.1 million in the first nine months of 2024, an increase of $2.3 million from the first nine months of 2023. The increase was driven by the acquisition of Cibus Global revenue which included amounts earned from collaboration agreements related to contract research for Rice and Soybean. Revenue from operations associated with Legacy Calyxt in 2024 and 2023 was primarily associated with the Company’s agreement with a large food ingredient manufacturer to develop a palm oil alternative.

Research and Development Expense

R&D expense was $38.0 million in the first nine months of 2024, an increase of $9.8 million from the first nine months of 2023. The increase was primarily due to the acquisition of Cibus Global which included increases in headcount, laboratory supplies, and facility costs. The increase was partially offset by decreases of $1.4 million of stock compensation expense related to RSAs granted as part of the completion of the Merger Transactions, $1.3 million in one-time expenses due to the closing of the Merger Transactions in the first six months of 2023, and a decrease in Legacy Calyxt expenses due to lower headcount and cost reduction efforts in preparation for the Merger Transactions.


Selling, General, and Administrative Expense

SG&A expense was $24.0 million in the first nine months of 2024, an increase of $1.9 million from the first nine months of 2023. The increase was primarily due to the acquisition of Cibus Global which included increases in headcount, professional fees, and stock compensation expense related to RSAs granted as part of the completion of the Merger Transactions. These expenses were partially offset by $6.5 million in one-time expenses due to the closing of the Merger Transactions in the first six months of 2023 as well as a decrease in Legacy Calyxt expenses due to lower headcount and cost reduction efforts in preparation of the Merger Transactions.

Goodwill Impairment

Goodwill impairment was $181.4 million in the first nine months of 2024, an increase of $181.4 million from the first nine months of

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2023. The increase was due to the impairment of goodwill resulting from a fair value assessment, based on the decline of the Company's stock price, performed in the third quarter of 2024.

Royalty Liability Interest Expense - Related Parties

Royalty liability interest expense - related parties was $26.0 million in the first nine months of 2024, an increase of $15.2 million from the first nine months of 2023. The increase was due to the assumption of the Royalty Liability as part of the Merger Transactions.



Other Interest Income, net

Other interest income, net was $0.5 million in the first nine months of 2024, an increase of $0.2 million from the first nine months of 2023. The increase was driven by interest earned on cash balances.

Non-Operating Income (Expense), net

Non-operating income (expense), net was income of $8.9 million in the first nine months of 2024, an increase in income of $9.4 million from the first nine months of 2023. The increase in income was driven by the fair value adjustment of the Common Warrants (as defined in Note 1 to the accompanying condensed consolidated financial statements).

Net Loss Attributable to Redeemable Noncontrolling Interest

Net loss attributable to redeemable noncontrolling interest was $28.6 million in the first nine months of 2024, an increase in net loss attributable to redeemable noncontrolling interest of $18.7 million from the first nine months of 2023. The increase in net loss attributable to redeemable noncontrolling interest is a result of the Up-C Units created as part of the closing of the Merger Transactions, and the amount for the period is based on the percentage of Cibus Global that is not owned by Cibus, Inc.

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.

As of September 30, 2024, the Company had $28.8 million of cash and cash equivalents. Current liabilities were $21.9 million as of September 30, 2024.

The Company’s liquidity funds its non-discretionary cash requirements and its discretionary spending. The Company has contractual obligations related to recurring business operations, primarily related to lease payments for its corporate and laboratory facilities. The Company’s principal discretionary cash spending is for salaries, capital expenditures, short-term working capital payments, and professional and other transaction-related expenses incurred as the Company pursues additional financing. Until the Company is able to obtain additional public or private financing, it currently expects to satisfy its near-term requirements with existing cash on hand and proceeds raised from the ATM Facility.

The Company incurred a net loss of $256.9 million for the nine months ended September 30, 2024. As of September 30, 2024, the Company had an accumulated deficit of $708.1 million and expects to continue to incur losses in the future.

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Cash Flows from Operating Activities

						Nine Months Ended September 30,
In Thousands, except percentage values						2024						2023						$ Change						% Change
Net loss						$	(256,909)					$	(60,431)					$	(196,478)					(325)		%
Royalty liability interest expense - related parties						25,953						10,753						15,200						141		%
Goodwill impairment						181,432						—						181,432						NM
Depreciation and amortization						5,211						2,875						2,336						81		%
Stock-based compensation						8,030						11,670						(3,640)						(31)		%
Change in fair value of liability classified Class A common stock warrants						(8,908)						1,221						(10,129)						(830)		%
Other						(16)						17						(33)						(194)		%
Changes in operating assets and liabilities						1,159						4,702						(3,543)						(75)		%
Net cash used by operating activities						$	(44,048)					$	(29,193)					$	(14,855)					(51)		%

NM – not meaningful

Net cash used by operating activities was $44.0 million in the first nine months of 2024, an increase in cash used of $14.9 million from the first nine months of 2023. The increase in cash used was primarily driven by a $11.3 million increase in net loss related to the operations acquired in the Merger Transactions and a decrease of $3.5 million from the changes in operating assets and liabilities related to assets and liabilities assumed from the closing of the Merger Transactions with Cibus Global, LLC.

The Company expects cash used by operating activities in 2024 to be higher than 2023 driven by a full year of combined companies in 2024 versus only seven months of combined companies in 2023.

Cash Flows from Investing Activities

						Nine Months Ended September 30,
In Thousands, except percentage values						2024						2023						$ Change						% Change
Cash acquired from merger with Cibus Global, LLC						$	—					$	59,381					$	(59,381)					(100)		%
Purchases of property, plant, and equipment						(752)						(3,872)						3,120						81		%
Net cash (used by) provided by investing activities						$	(752)					$	55,509					$	(56,261)					(101)		%

Net cash used by investing activities was $0.8 million in the first nine months of 2024 while cash provided by investing activities was $55.5 million in the first nine months of 2023, a decrease in cash provided of $56.3 million from the first nine months of 2023. 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 $3.1 million from purchases of property, plant, and equipment from the prior year.

The Company expects cash provided by investing activities in 2024 to be lower than 2023 driven by the cash acquired as a result of the Merger Transactions in 2023.

Cash Flows from Financing Activities

						Nine Months Ended September 30,
In Thousands, except percentage values						2024						2023						$ Change						% Change
Proceeds from issuances of securities						$	43,902					$	—					$	43,902					NM
Costs incurred related to issuances of securities						(1,869)						—						(1,869)						NM
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						—						1,287						(1,287)						(100)		%
Repayments of financing lease obligations						(174)						(242)						68						28		%
Repayments of notes payable						(741)						(760)						19						3		%
Net cash provided by financing activities						$	40,904					$	2,043					$	38,861					1,902		%

NM – not meaningful

Net cash provided by financing activities was $40.9 million in the first nine months of 2024, an increase of $38.9 million from the first nine months of 2023. The increase was primarily due to net proceeds from additional capital raised in 2024. The increase was partially

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offset by the $2.5 million receipt of funds from draws on the revolving line of credit from Cibus Global and by the $1.3 million issuance of notes payable related to equipment and insurance policy purchases, both in the prior year period.

The Company expects cash provided by financing activities in 2024 to be higher than 2023 driven by the need to raise capital to fulfill the Company's anticipated spending in 2024 and beyond.

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.

During the nine months ended September 30, 2024, the Company issued 974,727 shares of Class A Common Stock and received net proceeds of approximately $16.9 million from the ATM Facility.

Operating Capital Requirements

The Company has incurred losses since its inception and its net loss was $256.9 million for the nine months ended September 30, 2024, and it used $44.0 million of cash for operating activities for the nine months ended September 30, 2024.

As of September 30, 2024, the Company had $28.8 million of cash and cash equivalents. Current liabilities were $21.9 million as of September 30, 2024.

In the fourth quarter of 2023, the Company initiated cost reduction initiatives designed to preserve capital resources for the advancement of its priority objectives. Such initiatives included reductions in capital expenditures, streamlining of independent contractor utilization and cost management, reduced and prioritized spending on business travel, careful management of contract approvals to ensure they align with priority objectives, and prioritization of near-term payment obligations.

In the fourth quarter of 2024, the Company initiated additional cost reduction actions designed to preserve capital resources for the advancement of its streamlined priority objectives, which initiatives include reductions in expenditures for consultants and other third-party service providers, organizational restructuring and related talent optimization, and streamlining of rent and facility expenses, including the non-renewal of the lease for the Company’s trait development facility for editing plants in San Diego, California upon expiration in August 2025.

The Company has incurred losses since its inception and anticipates that it will continue to generate losses for the next several years. Over the longer term and until the Company can generate cash flows sufficient to support its operating capital requirements, it expects to finance a portion of future cash needs through (i) cash on hand, (ii) commercialization activities, which may result in various types of revenue streams from future trait R&D collaboration agreements and technology licenses, including upfront and milestone payments, annual license fees, and royalties; (iii) government or other third party funding (iv) public or private equity or debt financings, or (v) a combination of the foregoing. However, capital generated by commercialization activities, if any, is expected to be received over a period of time and near-term additional capital may not be available on reasonable terms, if at all.

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.

The Company’s ability to continue as a going concern will depend on its ability to obtain additional public or private equity or debt financing (including through the continued availability of the ATM Facility), obtain government or private grants and other similar types of funding, attain further operating efficiencies, reduce or contain expenditures, and, ultimately, to generate revenue. The Company believes that its cash and cash equivalents as of September 30, 2024, is not sufficient to fund its operations for a period of 12 months or more from the date of this filing. Taking into account the impact of cost saving initiatives implemented through the date of this report and without giving effect to potential financing transactions Cibus is pursuing, Cibus expects that existing cash and cash equivalents will fund planned operating expenses and capital expenditure requirements into late in the first quarter of 2025. The Company's assessment of the period of time through which its financial resources will be adequate to support its operations is a forward-looking statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors. The Company has based this estimate on assumptions that may prove to be wrong. Circumstances and business conditions may change that would require the Company to use its cash resources for purposes beyond those that are currently forecast, which would shorten its cash runway. In addition, changes in market conditions may reduce the Company’s opportunities to raise additional capital, including through the ATM Facility.

The Company will need to raise additional capital to support its business plans to continue as a going concern within one year after the date that the accompanying condensed consolidated financial statements are issued. If the Company is unable to raise additional capital in a sufficient amount or on acceptable terms in the near term, the Company may have to implement additional, more stringent cost reduction measures to manage liquidity, and the Company may have to significantly delay, scale back, or cease operations, in part or in full. If the Company raises additional funds through the issuance of additional debt or equity securities, including as part of a strategic alternative, it could result in substantial dilution to its existing stockholders and increased fixed payment obligations, and these securities may have rights senior to those of the Company’s shares of common stock. These factors raise substantial doubt about the Company's

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ability to continue as a going concern for at least one year from the date of issuance of the accompanying condensed consolidated financial statements. Any of these events could impact the Company’s business, financial condition, and prospects.

The Company’s financing needs are subject to change depending on, among other things, the success of its trait and product development efforts, the effective execution of its business model, its revenue, and its efforts to effectively manage expenses. The effects of macroeconomic events and potential geopolitical developments on the financial markets and broader economic uncertainties may make obtaining capital through equity or debt financings more challenging and may exacerbate the risk that such capital, if available, may not be available on terms acceptable to the Company.

CONTRACTUAL OBLIGATIONS, COMMITMENTS, AND CONTINGENCIES

In June 2024, the Company's headquarters facility lease term was extended until March 2033. The additional operating lease right-of-use asset and associated operating lease liability was $16.4 million.

As of September 30, 2024, other than described above, there were no other material changes in the Company's commitments under contractual obligations as disclosed in its Annual Report.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preceding discussion and analysis of the Company’s financial condition and results of operations are based upon its condensed consolidated financial statements and the related disclosures, which have been prepared in accordance with United States GAAP. The preparation of these condensed consolidated financial statements requires the Company to make estimates, assumptions, and judgments that affect the reported amounts in its condensed consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company believes the policies discussed in Note 1, Nature of Business & Summary of Significant Accounting Policies, are the most critical to an understanding of its financial condition and results of operations because they require it to make estimates, assumptions, and judgments about matters that are inherently uncertain.

As of September 30, 2024, there were no material changes in the Company's critical accounting policies and estimates as disclosed in its Annual Report.

Item 4. Controls and Procedures.

Management’s Evaluation of Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of the Company’s management, its principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, were effective as of September 30, 2024.

Changes in Internal Control over Financial Reporting

No changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is not a party to any material pending legal proceedings as of September 30, 2024. From time-to-time, the Company may be involved in legal proceedings arising in the ordinary course of business.

Item 1A. Risk Factors

There have been no material changes in risk factors from those disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 21, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

During the period covered by this Quarterly Report on Form 10-Q, the Company did not issue any unregistered equity securities.

Issuer Purchases of Equity Securities

The Company did not repurchase any shares of Class A Common Stock or Class B Common Stock during the period covered by this Quarterly Report on Form 10-Q. During the nine months ended September 30, 2024, 12,514 shares of Class A Common Stock were withheld for net share settlement resulting from restricted stock unit award vesting.

Item 5. Other Information.

On August 16, 2024, Gerhard Prante, a Director of the Company, entered into a written plan for the sale of an aggregate number of shares of the Company’s Class A Common Stock equal to the Plan Amount, which is the lesser of (i) 71,785 shares of the Company’s Class A Common Stock and (ii) the number of shares necessary to satisfy Mr. Prante’s personal tax liability in respect of certain grants of the Company’s equity awards. The plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act and will automatically terminate when the Plan Amount is reached.

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Item 6. Exhibits.

(a)Index of Exhibits

Exhibit Number						Description
2.1						Agreement and Plan of Merger, dated January 13, 2023, by and among Cibus, Inc. (f/k/a Calyxt, Inc.), Calypso Merger Subsidiary, LLC, Cibus Global, LLC and the other parties thereto (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 17, 2023).
2.2						First Amendment to Agreement and Plan of Merger, dated as of April 14, 2023, by and among Cibus, Inc. (f/k/a Calyxt, Inc.) and Cibus Global, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 14, 2023)
3.1						Second Amended and Restated Certificate of Incorporation of Cibus, Inc., dated May 31, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 1, 2023)
3.2						Amended and Restated Bylaws of Cibus, Inc., dated May 31, 2023 (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on June 1, 2023)
31.1*						Certification of the Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act
31.2*						Certification of the Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act
32*						Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*						Inline XBRL Instance Document
101.SCH*						Inline XBRL Taxonomy Extension Schema Document
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*						The cover page for the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, has been formatted in Inline XBRL

_______________________________________

*    Filed herewith

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SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 7, 2024.

			CIBUS, INC.
			By:						/s/ Rory Riggs
			Name:						Rory Riggs
			Title:						Chief Executive Officer and Chairman (Principal Executive Officer)
			By:						/s/ Cornelis (Carlo) Broos
			Name:						Cornelis (Carlo) Broos
			Title:						Interim Chief Financial Officer (Principal Financial and Accounting Officer)