0001628280-25-014139 | 10-K | XBRL Viewer

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STOCKHOLDERS' EQUITY - Equity Follow-On Offering (Details) - 2023 Follow-on Public Offering $ / shares in Units, $ in Millions	Dec. 14, 2023 USD ($) $ / shares shares
Stockholders Equity [Line Items]
Offering price per share (in dollars per share)	$ 9.00
Net proceeds on issuance of common stock \| $	$ 18.6
Executive Officer
Stockholders Equity [Line Items]
Offering price per share (in dollars per share)	$ 10.58
Pre-Funded Warrants
Stockholders Equity [Line Items]
Warrants issued (in shares) \| shares	50,000
Offering price per share (in dollars per share)	$ 10.57
Exercise price of warrants (in dollars per share)	$ 0.01
Class A Common Stock
Stockholders Equity [Line Items]
Issuance of common stock (in shares) \| shares	2,106,723

SUPPLEMENTAL INFORMATION - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Accrued Expenses:
Accrued consulting and professional fees	$ 1,312	$ 631
Accrued field trials	358	505
Other	611	611
Total	$ 2,281	$ 1,747

COVER PAGE - USD ($)	12 Months Ended
COVER PAGE - USD ($)	Dec. 31, 2024	Mar. 19, 2025	Jun. 28, 2024
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2024
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-38161
Entity Registrant Name	Cibus, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-1967997
Entity Address, Address Line One	6455 Nancy Ridge Drive
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	(858)
Local Phone Number	450-0008
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	CBUS
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction	false
Entity Shell Company	false
Entity Public Float			$ 160,390,613
Documents Incorporated by Reference	The information required by Part III of this Annual Report on Form 10-K, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the registrant’s Annual Meeting of Stockholders to be held in 2025, which definitive proxy statement shall be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
Entity Central Index Key	0001705843
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Amendment Flag	false
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		32,638,411
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		1,712,373

INCOME TAXES - Schedule of Gross Unrecognized Tax Benefits Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Gross Unrecognized Tax Benefits
Beginning balance	$ 1,906	$ 0
Increases related to current year positions	343	697
Increases related to prior year positions		1,209
Increases/decreases related to settlements	0	0
Lapse in statue of limitations		0
Decreases related to prior year positions	(423)
Decreases related to IRC §382	(946)
Ending balance	$ 880	$ 1,906

PROPERTY, PLANT, AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT, AND EQUIPMENT, NET

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


		As of December 31,
In Thousands, except useful life	Useful Life (Years)	2024		2023
Property, plant, and equipment, net:
Buildings	10 - 20	$	900	$	900
Leasehold improvements	shorter of lease term or useful life	4,256		3,912
Office furniture and equipment	5 - 10	15,064		15,102
Office furniture and equipment under financing leases	3 - 7	—		373
Computer equipment and software	3 - 5	4,520		3,761
Assets in progress	N/A	216		704
Total property, plant, and equipment		24,956		24,752
Less accumulated depreciation and amortization		(13,517)		(8,977)
Total		$	11,439	$	15,775

Depreciation and amortization expense is as follows:


	Years Ended December 31,
In Thousands		2024		2023
Depreciation and amortization expense		$	4,918	$	3,568

Asset Retirement Obligation

Certain lease agreements require the Company to return designated areas of leased space to its original condition upon termination of the lease agreement. At the inception of such leases, the Company records an ARO and a corresponding capital asset in an amount equal to the estimated fair value of the obligation. To determine the fair value of the ARO, the Company estimates the cost for a third party to perform the restoration work. In subsequent periods, for each ARO, the Company records operating expense to accrete the ARO liability to full value and depreciation expense against the ARO, over the term of the associated lease agreement. The Company used a credit-adjusted risk-free rate of 5.6 percent to discount the future obligation, and an inflation rate of 5.0 percent to determine the future value of the original estimate of restoration costs. The ARO is expected to be resolved in August 2025.

The following table presents the changes in the ARO:


In Thousands	Asset Retirement Obligations
Balance as of December 31, 2022	$	—

Acquired from merger with Cibus Global, LLC	264
Accretion expense	9
Balance as of December 31, 2023	273


Accretion expense	15
Balance as of December 31, 2024	$	288

COLLABORATION AGREEMENT

12 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

COLLABORATION AGREEMENT

COLLABORATION AGREEMENTPrior to the Merger Transactions, Cibus Global and Procter & Gamble (P&G), a leading multi-national consumer product company, entered into a collaboration agreement (P&G agreement) under which P&G will fund a multi-year program to develop low carbon ingredients or materials aimed at reducing impacts on the environment during production, use, or disposal. As of December 31, 2024, the Company had $0.9 million of deferred revenue from R&D activities under the P&G agreement. The Company has determined the P&G agreement should be accounted for under Topic 606, and it will recognize revenue over time proportional to the R&D activities performed by the Company related to the collaboration agreement.

The P&G agreement provides for: (i) research activities to develop low carbon ingredients or materials (R&D Activities), (ii) participation in the Partnership Project Committee (PPC), and (iii) a limited license for certain intellectual property rights (Evaluation License).

The R&D Activities are subject to compulsory governance by a PPC to assess R&D Activities and results.

The P&G agreement provides P&G an Evaluation License for a limited term to internally evaluate materials developed from the R&D Activities.

The Company assessed the above promises and concluded that PPC participation and the Evaluation License are not capable of being distinct from the R&D Activities given that such R&D activities performed by Cibus involve significant proprietary knowledge of the Cibus technology. Therefore, the Company has concluded that the PPC participation, the Evaluation License, and the R&D Activities represent a single combined performance obligation.

The Company reassesses the achievement of success criteria at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, and, if necessary, adjusts its estimate to completion of the project. The P&G agreement provides for unilateral termination by mutual agreement, each of which is subject to certain time requirements. Such termination provisions without penalties are treated as renewal provisions. Changes in transaction price associated with early termination are not deemed to constitute variable constraints. Therefore, in accordance with ASC 606-10, the Company utilizes the most likely amount method of estimating variable consideration.

In consideration of the services rendered pursuant to the P&G agreement, P&G shall pay Cibus per a payment schedule. The Company received a non-refundable upfront payment upon the execution of the P&G agreement, which the Company included in the transaction price. Management also considered the timing of the upfront and other payments and concluded not to adjust the transaction price for the effects of a significant financing component as the payment schedule is structured so that period between payment and performance is expected to be less than one year.

As noted above, the Company has identified a single performance obligation associated with the P&G agreement. Therefore, the Company will allocate the entire amount of the transaction price to the identified single performance obligation.

The Company has concluded that an input method is a representative depiction of the transfer of services under the P&G agreement. The Company recognizes revenue related to the P&G agreement over time as the R&D activities are rendered.

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


	Years Ended December 31,
In Thousands		2024		2023
Collaboration agreement revenue recognized		$	3,295	$	1,247

As of December 31, 2024, the cumulative amount of consideration allocated to the performance obligation and revenue recognized under the P&G agreement is $4.5 million.

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)				1 Months Ended		3 Months Ended			12 Months Ended
	May 31, 2023 class_of_stock $ / shares shares	Apr. 24, 2023	Dec. 31, 2014	Jan. 31, 2025 $ / shares shares	Jun. 30, 2024 USD ($) $ / shares shares	Mar. 20, 2025 USD ($)	Dec. 31, 2024 USD ($) employee $ / shares shares	Sep. 30, 2024 USD ($)	Dec. 31, 2024 USD ($) reporting_unit segment $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Jan. 02, 2024 USD ($)	May 30, 2023 $ / shares
Class of Warrant or Right [Line Items]
Number of classes of stock \| class_of_stock	2
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Reverse stock split conversion ratio	0.2
Common and preferred stock, shares authorized (in shares)	310,000,000
Common stock, shares authorized (in shares)	300,000,000						300,000,000		300,000,000
Preferred stock, shares authorized (in shares)	10,000,000						10,000,000		10,000,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001						$ 0.0001		$ 0.0001
Net loss \| $									$ (282,713,000)	$ (337,639,000)
Net cash provided by (used in) operating activities \| $									(58,043,000)	(46,210,000)
Cash and cash equivalents \| $							$ 14,433,000		14,433,000	32,699,000
Total current liabilities \| $							19,878,000		19,878,000	21,323,000
Accounts receivable, net of allowance for credit losses \| $							0		0	0
Impairment, long-lived asset, held-for-use \| $									0	0
Impairment of intangible assets, finite-lived \| $									$ 0	0
Number of reporting units \| reporting_unit									1
Impairment \| $								$ (181,400,000)	$ (181,432,000)	(150,400,000)
Impairment of indefinite-lived intangible assets \| $										$ 99,000,000.0
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration]									Goodwill and intangible assets impairment	Goodwill and intangible assets impairment
Contract assets \| $							$ 0		$ 0	$ 200,000
Fundamental transaction voting threshold (as percent)							50.00%		50.00%
Number of reportable segments \| segment									1
October 2024 Strategic Realignment
Class of Warrant or Right [Line Items]
Restructuring and related cost, number of positions eliminated \| employee							26
Accelerated stock compensation expense \| $							$ 200,000		$ 300,000
October 2024 Strategic Realignment \| Employee Severance
Class of Warrant or Right [Line Items]
Restructuring and related cost, expected cost \| $							$ 400,000		$ 400,000
Cibus Global
Class of Warrant or Right [Line Items]
Ownership, economic interest (as percent)							88.90%		88.90%
Warrant Exchange Agreement \| Management
Class of Warrant or Right [Line Items]
Royalty payment, percentage of subject revenues			10.00%						10.00%
Measurement Input, Long-Term Revenue Growth Rate
Class of Warrant or Right [Line Items]
Goodwill, measurement input (as percent)								3.00%		3.00%
Measurement Input, Discount Rate
Class of Warrant or Right [Line Items]
Goodwill, measurement input (as percent)								37.00%
Minimum
Class of Warrant or Right [Line Items]
Useful Life (Years)							3 years		3 years
Minimum \| Measurement Input, Long-Term Revenue Growth Rate
Class of Warrant or Right [Line Items]
Goodwill, measurement input (as percent)										29.00%
Maximum
Class of Warrant or Right [Line Items]
Useful Life (Years)							20 years		20 years
Maximum \| Measurement Input, Long-Term Revenue Growth Rate
Class of Warrant or Right [Line Items]
Goodwill, measurement input (as percent)										32.00%
2022 Common Warrants
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share) \| $ / shares							$ 69.04		$ 69.04
Outstanding (in shares)							158,483		158,483
Number of securities called by each warrant (in shares)							1		1
2024 Common Warrants
Class of Warrant or Right [Line Items]
Outstanding (in shares)							1,298,040		1,298,040
2024 Common Warrants \| Expected term to liquidation (in years)
Class of Warrant or Right [Line Items]
Warrants, term (in years)					5 years
At-The-Market Offering
Class of Warrant or Right [Line Items]
Aggregate initial offering price, maximum \| $											$ 80,000,000
Number of shares issued in transaction (in shares)									974,727
Net proceeds on issuance of common stock \| $									$ 16,900,000
Payments of stock issuance costs \| $									$ 800,000
Registered Direct Offering
Class of Warrant or Right [Line Items]
Net proceeds on issuance of common stock \| $					$ 12,000,000.0
Registered Direct Offering \| 2024 Common Warrants
Class of Warrant or Right [Line Items]
Warrants issued (in shares)					1,298,040
Offering price per share (in dollars per share) \| $ / shares					$ 10.00
Exercise price of warrants (in dollars per share) \| $ / shares					10.00
Registered Direct Offering \| Executive Officer \| 2024 Common Warrants
Class of Warrant or Right [Line Items]
Offering price per share (in dollars per share) \| $ / shares					10.20
Exercise price of warrants (in dollars per share) \| $ / shares					$ 10.07
Registered Direct Offering \| Subsequent Event
Class of Warrant or Right [Line Items]
Net proceeds on issuance of common stock \| $						$ 21,400,000
Payments of stock issuance costs \| $						$ 1,200,000
Registered Direct Offering \| Subsequent Event \| 2025 Pre-Funded Warrants
Class of Warrant or Right [Line Items]
Warrants issued (in shares)				4,700,000
Offering price per share (in dollars per share) \| $ / shares				$ 2.4999
Exercise price of warrants (in dollars per share) \| $ / shares				0.0001
Registered Direct Offering \| Subsequent Event \| 2025 Common Warrants
Class of Warrant or Right [Line Items]
Offering price per share (in dollars per share) \| $ / shares				2.50
Exercise price of warrants (in dollars per share) \| $ / shares				$ 2.50
Warrants, term (in years)				5 years
Registered Direct Offering \| Subsequent Event \| 2025 Common Warrants, Warrant One
Class of Warrant or Right [Line Items]
Warrants issued (in shares)				4,340,000
Registered Direct Offering \| Subsequent Event \| 2025 Common Warrants, Warrant Two
Class of Warrant or Right [Line Items]
Warrants issued (in shares)				4,700,000
Registered Direct Offering \| Subsequent Event \| 2024 Common Warrants
Class of Warrant or Right [Line Items]
Warrants issued (in shares)				1,198,040
Exercise price of warrants (in dollars per share) \| $ / shares				$ 2.50
Warrants, term (in years)				5 years
Calyxt, Inc.
Class of Warrant or Right [Line Items]
Common stock, par value (in dollars per share) \| $ / shares												$ 0.0001
Common stock issued and outstanding, ownership (as percent)	4.80%
Reverse stock split conversion ratio		0.1
Cibus Global
Class of Warrant or Right [Line Items]
Common stock issued and outstanding, ownership (as percent)	95.20%
Class A Common Stock
Class of Warrant or Right [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001						$ 0.0001		$ 0.0001	$ 0.0001
Stock issued during period for acquisitions (in shares)	16,527,484
Common stock, shares authorized (in shares)	210,000,000						210,000,000		210,000,000	210,000,000
Class A Common Stock \| Registered Direct Offering
Class of Warrant or Right [Line Items]
Issuance of common stock (in shares)					1,298,040
Class A Common Stock \| Registered Direct Offering \| Subsequent Event
Class of Warrant or Right [Line Items]
Issuance of common stock (in shares)				4,340,000
Class A Common Stock \| Registered Direct Offering \| Subsequent Event \| 2025 Pre-Funded Warrants
Class of Warrant or Right [Line Items]
Issuance of common stock (in shares)				300,000
Class A Common Stock \| Cibus Global
Class of Warrant or Right [Line Items]
Number of shares of common Stock received by Cibus Global, LLC equityholders as merger consideration (in shares)	15,508,202
Class B Common Stock
Class of Warrant or Right [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001						$ 0.0001		$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	90,000,000						90,000,000		90,000,000	90,000,000
Class B Common Stock \| Cibus Global
Class of Warrant or Right [Line Items]
Number of shares of common Stock received by Cibus Global, LLC equityholders as merger consideration (in shares)	4,642,636
Restricted Common Class A
Class of Warrant or Right [Line Items]
Stock issued during period for acquisitions (in shares)	1,019,282

ROYALTY LIABILITY - RELATED PARTIES

12 Months Ended

Dec. 31, 2024

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 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 December 31, 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 December 31, 2024, the Royalty Liability reflected an effective yield of 16.6 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, 2022	$	—

Acquired from merger Cibus Global, LLC	146,360
Interest expense recognized	18,892
Balance as of December 31, 2023	$	165,252

Interest expense recognized	34,190
Balance as of December 31, 2024	$	199,442

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 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 consolidated balance sheets.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

SUPPLEMENTAL INFORMATION (Tables)

12 Months Ended

Dec. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Accrued Expenses

Certain balance sheet amounts are as follows:


In Thousands	As of December 31, 2024		As of December 31, 2023
Accrued Expenses:
Accrued consulting and professional fees	$	1,312	$	631
Accrued field trials	358		505
Other	611		611
Total	$	2,281	$	1,747

Schedule of Stock-Based Compensation Expense

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


	Years Ended December 31,
In Thousands		2024		2023
Stock-based compensation expense		$	521	$	1,847

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


	Years Ended December 31,
In Thousands		2024		2023
Stock-based compensation expense		$	9,495	$	11,497

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


	Years Ended December 31,
In Thousands		2024		2023
Stock-based compensation expense		$	734	$	3,018

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


	Years Ended December 31,
In Thousands		2024		2023
Stock-based compensation benefit		$	—	$	(270)

Certain consolidated statement of operations amounts were as follows:


	Years Ended December 31,
In Thousands		2024		2023
Stock-based compensation expense:
Research and development		$	3,392	$	7,554
Selling, general, and administrative		7,358		8,538
Total		$	10,750	$	16,092

Schedule of Supplemental Cash Flows Information and Non-Cash Transactions Not Reported in Consolidated Statements of Cash Flows

Supplemental consolidated statement of cash flows information is as follows:


	Years Ended December 31,
In Thousands	2024		2023
Interest paid	$	115	$	123

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


	Years Ended December 31,
In Thousands	2024		2023
Property, plant, and equipment acquired through assuming liabilities	$	210	$	105
Unpaid stock offering costs included in stockholders’ equity	$	—	$	167
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	$	—	$	324
Establishment of operating lease right-of-use assets and associated operating lease liabilities	$	16,491	$	1,634

NOTES PAYABLE (Tables)

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Schedule of Future Minimum Payments Under Notes Payable

As of December 31, 2024, future minimum payments under notes payable were as follows:


In Thousands	Financed Equipment		Insurance		Total Notes Payable

2025	351		130		481
2026	151		—		151
2027	89		—		89
2028	11		—		11

	602		130		732
Less: interest	(66)		(4)		(70)
Total	$	536	$	126	$	662
Current portion	310		126		436
Noncurrent portion	$	226	$	—	$	226

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of Components of Loss Before Income Taxes

The components of loss before income taxes are as follows:


	Years Ended December 31,
In Thousands	2024		2023
United States loss before income taxes	$	(280,080)	$	(225,222)
Foreign loss before income taxes	(2,604)		(112,421)
Loss before income taxes	$	(282,684)	$	(337,643)

Schedule of United States Statutory Income Tax Rate to Effective Income Tax Rate

The following table reconciles the United States statutory income tax rate to the Company’s effective income tax rate:


	Years Ended December 31,
	2024		2023
United States statutory rate	21.0	%	21.0	%
State tax, net of federal tax benefit	0.1	%	2.7	%
Loss attributable to redeemable noncontrolling interest	(2.3)	%	(4.4)	%
Stock-based compensation	(0.6)	%	(0.1)	%

Goodwill and intangible assets impairment	(12.0)	%	(7.3)	%
R&D credit	0.6	%	0.8	%
Unrecognized tax benefits	0.3	%	(0.6)	%
Warrants	0.6	%	(0.1)	%
§351 exchange	—	%	8.1	%
Investment in Cibus Global LLC	(10.4)	%	—	%
Change in state rate	(1.9)	%	3.1	%
Section 382 limitation	(3.0)	%	—	%
Other	(0.4)	%	(0.5)	%
Change in valuation allowance	8.0	%	(22.7)	%
Effective income tax rate	—	%	—	%

Schedule of Income Tax Provision

Income tax provision for the years ended December 31, 2024, and 2023 consist of the following:


	Years Ended December 31,
In Thousands	2024		2023
Current:
Federal	$	—	$	—
State	—		—
Foreign	(29)		4
Total current	(29)		4
Deferred:
Federal	—		—
State	—		—
Foreign	—		—
Total deferred	—		—
Total income tax (expense) benefit	$	(29)	$	4

Schedule of Deferred Tax Assets and Liabilities

Deferred tax assets and liabilities consist of the following:


	December 31,
In Thousands	2024			2023
Net operating losses	$	70,097		$	60,257
Investment in Cibus Global, LLC	29,036			53,573
Stock-based compensation	—			3,367

Tax credit carry forwards	2,720			5,335
Capitalized R&D	1,979			1,698
Compensation	—			17
Fixed assets	—			2,062
Other	—			—
Gross deferred tax assets	103,832			126,309
Less valuation allowance	(103,742)			(126,309)
Net deferred tax assets	90			—


Other	(90)			—
Gross deferred tax liabilities	(90)		—	—
Net deferred tax asset or liability	$	—		$	—

Schedule of Gross Unrecognized Tax Benefits Activity

The gross unrecognized tax benefits activity is as follows:


In Thousands	Gross Unrecognized Tax Benefits
Balance as of December 31, 2022	$	—

Increases related to current year positions	697
Increases related to prior year positions	1,209
Increases/decreases related to settlements	—
Lapse in statue of limitations	—
Balance as of December 31, 2023	1,906

Increases related to current year positions	343
Decreases related to prior year positions	(423)
Decreases related to IRC §382	(946)
Increases/decreases related to settlements	—
Lapse in statue of limitations	—
Balance as of December 31, 2024	$	880

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Cibus, Inc. has prepared its consolidated financial statements in accordance with accounting principles generally accepted in the United States (U.S. GAAP or GAAP) and has included the accounts of Cibus, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

Use of Estimates

The preparation of the Company’s 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 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

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 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 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

Accounts Receivable

Accounts ReceivableAccounts receivable are recorded at the amounts billed relating to contracted research and development (R&D) services provided. The Company makes judgments as to its ability to collect outstanding receivables and provides an allowance for receivables when collection is doubtful. Accounts receivable are written off when management believes that all efforts to collect the amounts outstanding have been exhausted. The allowance for credit losses is estimated by management based on evaluations of its historical bad debt, current collection experience, and estimate of remaining collectability. Bad debt expense is recorded as necessary to maintain an appropriate level of allowance for credit losses in selling, general, and administrative (SG&A) expense in the accompanying consolidated statements of operations.

Property, Plant, and Equipment, net

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

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

The Company evaluates long-lived assets and finite-lived intangible assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. The Company reviews the recoverability of the net book value of long-lived assets and finite-lived intangible assets whenever events and circumstances indicate that the net book value of an asset may not be recoverable from the estimated undiscounted future cash flows expected to result from its use and eventual disposition (Triggering Event). In cases where a Triggering Event occurs and undiscounted expected future cash flows are less than the net book value, the Company recognizes an impairment loss equal to an amount by which the net book value exceeds the fair value of the asset. During the 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 years ended December 31, 2024, and 2023.

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

Goodwill and Acquired Intangible Assets

Goodwill and Acquired Intangible Assets

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.

Acquired in-process R&D indefinite-lived intangible assets and developed technology and trade names finite-lived intangible assets are related to the Merger Transactions. Acquired finite-lived intangible assets are amortized on a straight-line basis over the estimated period over which the Company expects to realize economic value related to the intangible assets. In-process R&D indefinite-lived intangible assets are not amortized until they are determined to be ready for their intended use. The acquired in-process R&D indefinite-lived intangible assets will be tested for impairment annually, or more frequently, if an impairment indicator is identified. The Company evaluates the carrying value of indefinite-lived intangible assets for impairment annually as of November 1 each year. During the year ended December 31, 2023, the Company impaired all of the in-process R&D indefinite-lived intangible assets acquired in connection with the Merger Transactions with Cibus Global. As such, there was no longer a carrying value for the Company’s in-process R&D indefinite-lived intangible assets as of December 31, 2023.

During the fourth quarter of 2023, the Company began its annual impairment test by performing the step zero qualitative assessment. Based on its assessment of qualitative factors, including a decline in the Company’s stock price and its strategic realignment announced

Leases

Leases

The Company determines if an arrangement is or contains a lease at inception. For leases with a term greater than one year, lease ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company excludes short-term leases, if any, having initial terms of 12 months or less at lease commencement as an accounting policy election. In determining the net present value of lease payments, the Company uses its incremental borrowing rate, which represents an estimated rate of interest that the Company would have to pay to borrow equivalent funds on a collateralized basis, at the lease commencement date. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the consolidated statements of operations. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space leased by the Company. The Company has elected the practical expedient to not separate between lease and non-lease components.

Asset Retirement Obligation

Asset Retirement Obligation

The Company records an asset retirement obligation (ARO) for the estimated cost of removing constructed leasehold improvement assets and restoring the leased premises back to their original condition, at the time when the contractual obligations are incurred. The ARO represents the present value of the expected cost for the related restoration activities. The ARO assets and liabilities are recorded in property, plant, and equipment, net and other current liabilities, respectively, in the Company’s consolidated balance sheets. The Company records accretion expense, which represents the increase in the ARO, over the remaining or operational life of the associated leasehold improvements. Accretion expense is recorded as R&D expense in the consolidated statements of operations using an accretion rate based on the credit adjusted risk-free interest rate. Changes resulting from revisions to the timing or amount of the original estimate of cash flows are recognized as an increase or a decrease in the asset retirement cost or income when the asset retirement cost is depleted.

Revenue Recognition and Contract Assets and Liabilities

Revenue Recognition

The Company’s revenues represent amounts earned from collaboration agreements related to contract research. The Company recognizes revenues when control of services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to receive from the Company’s customers in exchange for those services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing the revenue when the performance obligations have been satisfied. The Company recognizes revenue for satisfied performance obligations only when the Company determines there are no uncertainties regarding payment terms or transfer of control. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract.

Contract Assets and Liabilities

Contract assets primarily include amounts related to contractual rights to consideration for completed performance not yet invoiced. The Company recognized a nominal amount in contract assets as of December 31, 2024, which are included in prepaid expenses and other current assets in the accompanying 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 consolidated balance sheets. The Company expects to recognize the amounts included in deferred revenues within one year.

Collaboration Agreements Related to Contract Research

Performance obligations under collaboration arrangements include providing intellectual property licenses, performing R&D consulting services, and providing other materials. To date, the Company has concluded that the licenses of intellectual property in its collaboration arrangements have not been distinct, as intellectual property has not been licensed without related R&D support services. Milestone fees are variable consideration that is initially constrained and included in the arrangement consideration only when it is probable that the milestones will be achieved. Arrangement consideration, including upfront fees, milestone fees, and fees for research services, is recognized over the period as services are provided using an input method to determine the amount to recognize each reporting period. The Company reviews the inputs each period, such as the Company’s level of effort expended, including the time the Company estimates it will take to complete the activities, or costs incurred relative to the total expected inputs to satisfy the performance obligation. Generally, input measures are labor hours expended or a time-based measure of progress towards the satisfaction of the performance obligation.

Selling, General, and Administrative Expenses

SG&A expense consists primarily of employee-related expenses, such as salaries for its executive, business development, legal, intellectual property, information technology, finance, human resources, and other administrative functions. These costs include legal, professional, and consulting fees for external firms and contractors. All selling and marketing expenses, including advertising expenses and allocated facility costs including rent, utilities, maintenance expenses, and depreciation and amortization, are included in SG&A expense in the accompanying consolidated statements of operations.

Research and Development Expenses

R&D costs are expensed as incurred in performing R&D activities and include salaries, lab supplies, consultant fees, and allocated facility costs including rent, utilities, maintenance expenses, and depreciation and amortization.

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 11) collected by the Company from customers and, in turn, expected Royalty Payments (as defined in Note 11) based on these Subject Revenues to be paid to Royalty Holders (as defined in Note 11) over the life of the arrangement based on 10 percent of the actual Subject Revenues collected. The Warrant Exchange Agreement (as defined in Note 11) 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.

Stock-Based Compensation

Stock-Based Compensation

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

Prior to the fourth quarter of 2024, the Company estimated its future stock price volatility using a weighted average historical volatility which took into consideration the Company’s historical volatility and historical volatility from a group of guideline companies, over the expected term of the option. This was due to the Company’s limited history of 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 used data from other comparable public companies, an alternative calculation method allowed by GAAP.

Beginning in the fourth quarter of 2024, the Company determined it had 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 began using its own historical stock price volatility, over the expected term of the option.

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.

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 R&D and SG&A expenses in the Company’s consolidated statements of operations.

Non-Operating Income (Expense), Net

Non-Operating Income (Expense), Net

Non-operating income (expense), net is income or expense that is not directly related to ongoing operations and is primarily comprised of gains and losses from the measurement of fair value of the Common Warrants to purchase Class A Common Stock and foreign exchange transactions.

Income Taxes

Income Taxes
The Company is the sole managing member of Cibus Global and, as a result, consolidates the financial results of Cibus Global in the consolidated financial statements. Cibus Global is a pass-through entity for United States federal and most applicable state and local income tax purposes following the Merger Transactions. As an entity classified as a partnership for tax purposes, Cibus Global is not subject to United States federal and certain state and local income taxes. Any taxable income or loss generated by Cibus Global is passed through to, and included in, the taxable income or loss of its holders of Cibus Common Units, including Cibus. The Company is taxed as a corporation and pays corporate federal, state, and local taxes with respect to income allocated from Cibus Global, based on the Company’s 88.9 percent economic interest in Cibus Global.Current income taxes are recorded based on statutory obligations for the current operating period for the jurisdictions in which the Company has operations.

Deferred taxes are provided on an asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when the Company believes it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net Loss Per Share of Class A Common Stock

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 7 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 December 31, 2024. The 2023 Pre-Funded Warrants are considered equity instruments and are reported in stockholders’ equity in the Company’s consolidated balance sheets. The weighted average shares of Class A Common Stock outstanding includes 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 years ended December 31, 2024, and 2023:


	Years Ended December 31,
In Thousands, Except Share and Per Share Amounts		2024		2023
Numerator:
Net loss attributable to Cibus, Inc.		$	(251,388)	$	(267,627)
Denominator:
Weighted average shares of Class A common stock outstanding		23,172,256		10,264,554
Effect of pre-funded warrants		50,000		50,000
Weighted average shares of Class A common stock outstanding – basic and diluted		23,222,256		10,314,554
Basic and diluted net loss per share of Class A common stock		$	(10.83)	$	(25.95)

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.

Common Warrants

2022 Common WarrantsThe 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 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 7. The Common Warrants included in the table above include 1,298,040 outstanding 2024 Common Warrants which, at the time of issuance, were immediately exercisable at an exercise price of $10.00 per share (or $10.07 per share, in the case of 2024 Common Warrants issued to one of the Company’s then executive officers) until fully exercised, subject to ownership limitations, and are set to expire five years after their date of issuance. The 2024 Common Warrants are recorded as a liability in the Company’s 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 consolidated statements of operations.

Foreign Currency

Foreign Currency

The accompanying consolidated financial statements are presented in United States dollars (USD) as the reporting currency. For those foreign subsidiaries where the Company has determined that the functional currency is the entity’s local currency, the assets and liabilities of such subsidiaries are translated into USD using exchange rates in effect at the balance sheet date. The revenue and expenses of such subsidiaries are translated into USD using average exchange rates in effect during the reporting period. Any translation adjustments are presented as accumulated other comprehensive income (loss), within stockholders’ equity in the accompanying consolidated statements of redeemable noncontrolling interest and stockholders’ equity. Foreign currency transaction gains and losses are included in non-operating income (expense), net within the accompanying consolidated statements of operations and were immaterial for all periods presented.

Segment Reporting

Segment Reporting

Cibus has one reportable segment as it only reports operating results on an aggregated basis to the Chief Executive Officer who serves as the Chief Operating Decision Maker (CODM). 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 which has the ability to materially improve the productivity of the breeding process and can be deployed to all customers in a similar manner. Cibus derives revenue and manages the business activities on a consolidated basis. For the years ended December 31, 2024, and 2023, all revenues from the Company’s external customers were derived, and all long-lived assets were located, in the United States. The operating segment revenues are derived from customers as a result of Cibus providing R&D services to develop plant traits which are specific genetic characteristics in the DNA of a plant’s seed.

The CODM is regularly provided with financial information, including revenue and expenses, in a format consistent with the Company’s Consolidated Statements of Operations. The CODM regularly reviews reported consolidated revenues, significant expenses, and consolidated net loss, in addition to forecasted revenues, significant expenses and net income (loss) amounts for future periods. The CODM considers these measures, as well as other factors, such as an assessment of a new product’s future market potential, when determining how to allocate company-wide resources. The CODM does not review assets at a different level or category than those disclosed in the Consolidated Balance Sheets.

Significant expenses are amounts that are regularly provided to the CODM and included in consolidated net income (loss), the Company’s primary measure of its single segment’s profit or loss.

Recently Issued Accounting Pronouncements and Recently Adopted Accounting Pronouncements

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 not early adopting ASU 2023-09 and is still evaluating the impact on the financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public business entities to provide more detailed information in the notes to the financial statements about specified categories of expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense captions presented on the consolidated statement of operations and comprehensive loss. The guidance is effective for annual periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the consolidated financial statements. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements and disclosures.

Recently Adopted Accounting Pronouncements

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 adopted ASU 2023-07 in the fourth quarter of 2024.

COLLABORATION AGREEMENT - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended		19 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deferred revenue for upfront payments	$ 932	$ 1,210	$ 932	$ 107
Revenue recognized	4,262	1,817
Proctor & Gamble
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenue recognized	$ 3,295	$ 1,247	$ 4,500

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
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-URI https://asc.fasb.org/1943274/2147479941/924-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-5

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-4

+ Details

STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Fair Values of Stock Options Granted and Assumptions Used in Black-Scholes Model

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


	Years Ended December 31,
	2024		2023
Weighted average fair value of stock options granted	$	5.31	$	—
Assumptions:
Risk-free interest rate	4.2% - 4.5%		—		%
Expected volatility	99.8% - 109.3%		—		%
Expected term (in years)	5.0 - 6.0		—

Schedule of Information on Stock Option Activity

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	—	—		463,129	6.50
Vested	18,854	36.56		—	—
Exercised	—	—		—	—
Expired	(368)	185.50		(368)	185.50
Forfeited	—	—		(18)	227.00
Balance as of December 31, 2024	127,267	$	316.92	572,264	$	75.44

Schedule of Stock-Based Compensation Expense

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


	Years Ended December 31,
In Thousands		2024		2023
Stock-based compensation expense		$	521	$	1,847

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


	Years Ended December 31,
In Thousands		2024		2023
Stock-based compensation expense		$	9,495	$	11,497

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


	Years Ended December 31,
In Thousands		2024		2023
Stock-based compensation expense		$	734	$	3,018

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


	Years Ended December 31,
In Thousands		2024		2023
Stock-based compensation benefit		$	—	$	(270)

Certain consolidated statement of operations amounts were as follows:


	Years Ended December 31,
In Thousands		2024		2023
Stock-based compensation expense:
Research and development		$	3,392	$	7,554
Selling, general, and administrative		7,358		8,538
Total		$	10,750	$	16,092

Schedule of Nonvested Share Activity

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	(362,978)	31.50
Forfeited	(3,024)	31.50
Unvested balance as of December 31, 2024	274,058	$	31.50

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	729,339	6.90
Vested	(36,476)	18.46
Forfeited	(60,224)	18.15
Unvested balance as of December 31, 2024	779,861	$	7.62

Schedule of Grant Date Fair Value of Awards Vested

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


	Years Ended December 31,
In Thousands		2024		2023
Fair value of shares vested		$	3,738	$	5,361

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


	Years Ended December 31,
In Thousands		2024		2023
Fair value of shares vested		$	629	$	2,126

Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award, Performance-Based Units, Vested and Expected to Vest

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


	Years Ended December 31,
In Thousands		2024		2023
Fair value of shares vested		$	—	$	1,005

MERGER WITH CIBUS GLOBAL - Schedule of Purchase Price for Cibus Global (Details) - USD ($)		12 Months Ended
	May 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Purchase price		$ 0	$ 634,751,000
Cibus Global
Business Acquisition [Line Items]
Number of shares of Common Stock received by Cibus Global, LLC equityholders as merger consideration (in shares)	20,150,838
Multiplied by the fair value per share of Cibus, Inc. Class A Common Stock (in dollars per share)	$ 31.50
Purchase price	$ 634,751,397
Cibus Global \| Restricted Stock
Business Acquisition [Line Items]
Number of shares of Common Stock received by Cibus Global, LLC equityholders as merger consideration (in shares)	1,019,282
Cibus Global \| Class A Common Stock
Business Acquisition [Line Items]
Number of shares of Common Stock received by Cibus Global, LLC equityholders as merger consideration (in shares)	15,508,202
Cibus Global \| Class B Common Stock
Business Acquisition [Line Items]
Number of shares of Common Stock received by Cibus Global, LLC equityholders as merger consideration (in shares)	4,642,636

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK - Schedule of Common Warrants Activity (Details) - Common Warrants - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Warrant activity, Fair Value [Roll Forward]
Beginning balance		$ 1,418	$ 291
Issued	$ 10,200	10,151
Change in fair value		(9,301)	1,127
Ending balance		$ 2,268	$ 1,418

MERGER WITH CIBUS GLOBAL (Tables)

12 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Purchase Price for Cibus Global

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.

Schedule of Preliminary Allocation of the Consideration

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

Schedule of Finite-Lived Intangible Assets Acquired and their Related Average Useful Lives

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

Schedule of Indefinite-Lived Intangible Assets Acquired and their Related Average Useful Lives

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

Schedule of Pro Forma Information

These unaudited pro forma figures for the year ended December 31, 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.


	Year Ended
Unaudited and in Thousands	December 31, 2023
Pro forma revenues	$	2,257
Pro forma net loss	(365,682)
Pro forma net loss attributable to controlling interest	(287,969)
Pro forma net loss attributable to redeemable noncontrolling interest	$	(77,713)

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure
Net loss	$ (251,388)	$ (267,627)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

GOODWILL AND INTANGIBLE ASSETS - Schedule of Total Amortization Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 1,833	$ 1,125

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 14,433	$ 32,699
Accounts receivable	1,041	530
Prepaid expenses and other current assets	1,472	1,991
Total current assets	16,946	35,220
Property, plant, and equipment, net	11,439	15,775
Operating lease right-of-use assets	33,254	21,685
Intangible assets, net	33,578	35,411
Goodwill	253,466	434,898
Other non-current assets	1,386	1,422
Total assets	350,069	544,411
Current liabilities:
Accounts payable	5,964	6,127
Accrued expenses	2,281	1,747
Accrued compensation	3,309	3,858
Deferred revenue	932	1,210
Current portion of notes payable	436	833
Current portion of financing lease obligations	113	187
Current portion of operating lease obligations	4,287	5,927
Class A common stock warrants	2,268	1,418
Other current liabilities	288	16
Total current liabilities	19,878	21,323
Notes payable, net of current portion	226	536
Financing lease obligations, net of current portion	0	113
Operating lease obligations, net of current portion	31,224	17,025
Royalty liability - related parties	199,442	165,252
Other non-current liabilities	1,468	1,868
Total liabilities	252,238	206,117
Commitments and contingencies (See Note 10)
Redeemable noncontrolling interest	5,674	44,824
Stockholders’ equity:
Additional paid-in capital	825,298	775,017
Class A common stock in treasury, at cost; 45,177 shares as of December 31, 2024, and 32,663 shares as of December 31, 2023	(1,999)	(1,785)
Accumulated deficit	(731,166)	(479,778)
Accumulated other comprehensive income	15	8
Total stockholders’ equity	92,157	293,470
Total liabilities, redeemable noncontrolling interest, and stockholders’ equity	350,069	544,411
Class A Common Stock
Stockholders’ equity:
Common stock	9	8
Class B Common Stock
Stockholders’ equity:
Common stock	$ 0	$ 0

INCOME TAXES - Schedule of Components of Loss Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
United States loss before income taxes	$ (280,080)	$ (225,222)
Foreign loss before income taxes	(2,604)	(112,421)
Loss before income taxes	$ (282,684)	$ (337,643)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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+ Details

NOTES PAYABLE

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

NOTES PAYABLE

NOTES PAYABLE
The Company has purchased various fixed assets using notes. The notes on financed equipment are subject to annual interest rates between 7.3 percent and 15.1 percent and have a weighted average remaining term of 2.0 years. Notes used to finance equipment mature between March 2025 and March 2028.

The Company has also financed certain annual insurance premiums using a note. The insurance note is subject to an annual interest rate of 8.4 percent, has a weighted average remaining term of 0.6 years, and matures in August 2025.

As of December 31, 2024, future minimum payments under notes payable were as follows:


In Thousands	Financed Equipment		Insurance		Total Notes Payable

2025	351		130		481
2026	151		—		151
2027	89		—		89
2028	11		—		11

	602		130		732
Less: interest	(66)		(4)		(70)
Total	$	536	$	126	$	662
Current portion	310		126		436
Noncurrent portion	$	226	$	—	$	226

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

STOCKHOLDERS' EQUITY - Registered Direct Offering (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Stockholders Equity [Line Items]
Selling, general, and administrative		$ 30,797	$ 28,914
Common Warrants
Stockholders Equity [Line Items]
Issued	$ 10,200	$ 10,151
2024 Common Warrants
Stockholders Equity [Line Items]
Selling, general, and administrative	$ 800
2024 Common Warrants \| Expected Term to Liquidation
Stockholders Equity [Line Items]
Warrants, term (in years)	5 years
Registered Direct Offering
Stockholders Equity [Line Items]
Net proceeds on issuance of common stock	$ 12,000
Registered Direct Offering \| 2024 Common Warrants
Stockholders Equity [Line Items]
Warrants issued (in shares)	1,298,040
Offering price per share (in dollars per share)	$ 10.00
Exercise price of warrants (in dollars per share)	10.00
Class of warrant or right, redemption price of warrants or rights (in dollars per share)	0.0001
Registered Direct Offering \| 2024 Common Warrants \| Executive Officer
Stockholders Equity [Line Items]
Offering price per share (in dollars per share)	10.20
Exercise price of warrants (in dollars per share)	$ 10.07
Class A Common Stock \| 2024 Common Warrants
Stockholders Equity [Line Items]
Issued	$ 2,600
Class A Common Stock \| Registered Direct Offering
Stockholders Equity [Line Items]
Issuance of common stock (in shares)	1,298,040
Warrants and rights outstanding, redemption, share price (in dollars per share)	$ 20.00
Warrants and rights outstanding, redemption, consecutive trading days (in days)	15 days

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Segment Financial Information Used by CODM to Assess Segment Performance and Make Decisions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Revenue	$ 4,262	$ 1,817
Less:
Stock-based Compensation	10,750	16,092
Goodwill and intangible assets impairment	181,432	249,419
Total operating expenses	262,658	320,700
Loss from operations	(258,396)	(318,883)
Royalty liability interest expense - related parties	(34,190)	(18,892)
Other interest income, net	631	527
Non-operating income (expense), net	9,271	(395)
Income tax (expense) benefit	(29)	4
Net loss	(282,713)	(337,639)
Reportable Segment
Segment Reporting Information [Line Items]
Revenue	4,262	1,817
Less:
Personnel expenses	29,024	24,033
Professional fees	11,363	9,939
Stock-based Compensation	10,750	16,092
Goodwill and intangible assets impairment	181,432	249,419
Other segment expenses	30,089	21,217
Total operating expenses	262,658	320,700
Loss from operations	(258,396)	(318,883)
Royalty liability interest expense - related parties	(34,190)	(18,892)
Other interest income, net	631	527
Non-operating income (expense), net	9,271	(395)
Income tax (expense) benefit	(29)	4
Net loss	$ (282,713)	$ (337,639)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Statement of Comprehensive Income [Abstract]
Net loss	$ (282,713)	$ (337,639)
Foreign currency translation adjustments	7	10
Comprehensive loss	(282,706)	(337,629)
Comprehensive loss attributable to redeemable noncontrolling interest	(31,325)	(70,010)
Comprehensive loss attributable to Cibus, Inc.	$ (251,381)	$ (267,619)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

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+ Details

STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

STOCKHOLDERS' EQUITY

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 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

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 then 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 a former 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 December 31, 2024. The 2023 Pre-Funded Warrants were recorded as a component of stockholders’ equity within additional paid-in capital in the accompanying 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 then executive officers was issued at a combined offering price of $10.20 per share. At the time of issuance, the 2024 Common Warrants were immediately exercisable upon issuance at an exercise price of $10.00 per share (or $10.07 per share, in the case of 2024 Common Warrants issued to one of the Company’s then executive officers) until fully exercised, subject to ownership limitations, and are set to 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 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 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 year ended December 31, 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 December 31, 2024	50,000	$	0.01	1,456,523	$	16.43
Exercisable as of December 31, 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 then 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 year ended December 31, 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 $0.8 million for the commissions and other offering expenses payable by the Company.

Class A Common Stock

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

Class B Common Stock

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 years ended December 31, 2024, and 2023, there were 1,421,707 and 1,500,000, respectively, Up-C Units exchanged by Electing Members for Class A Common Stock. As of December 31, 2024, there were 29,659,952 Cibus Common Units outstanding. Of the 29,659,952 Cibus Common Units outstanding, 27,939,023 are held by Cibus Inc. and 1,720,929 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 December 31, 2024, the Company has not

issued any preferred stock.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 13
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-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

LEASES, COMMITMENTS, AND CONTINGENCIES - Schedule of Future Minimum Rental Payments Under Operating and Finance Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Operating
2025	$ 5,432
2026	5,046
2027	5,045
2028	5,081
2029	4,905
Thereafter	25,316
Operating lease, liability, to be paid	50,825
Less: interest	(15,314)
Total	35,511
Current portion	4,287	$ 5,927
Noncurrent portion	31,224	17,025
Financing
2025	120
2026	0
2027	0
2028	0
2029	0
Thereafter	0
Finance lease, liability, to be paid	120
Less: interest	(7)
Total	113
Current portion	113	187
Noncurrent portion	0	$ 113
Total
2025	5,552
2026	5,046
2027	5,045
2028	5,081
2029	4,905
Thereafter	25,316
Operating and finance lease, liability, to be paid	50,945
Less: interest	(15,321)
Total	35,624
Current portion	4,400
Noncurrent portion	$ 31,224

LEASES, COMMITMENTS, AND CONTINGENCIES - Narrative (Details)	Dec. 31, 2024 USD ($) option	Jun. 30, 2024 USD ($) option	Dec. 31, 2023 USD ($)
Other Commitments [Line Items]
Operating lease right-of-use assets	$ 33,254,000		$ 21,685,000
Operating lease liabilities	$ 35,511,000
Minimum
Other Commitments [Line Items]
Charitable contribution obligation, percentage of net royalty revenue	1.00%
Charitable contribution obligation, net royalty revenue threshold	$ 100,000,000
Maximum
Other Commitments [Line Items]
Charitable contribution obligation, percentage of net royalty revenue	2.00%
Charitable contribution obligation, net royalty revenue threshold	$ 1,000,000,000
Roseville, Minnesota lease
Other Commitments [Line Items]
Number of renewal options \| option	4
Renewal term (in years)	5 years
Operating lease right-of-use assets	$ 12,589,000		13,117,000
San Diego, California headquarters lease
Other Commitments [Line Items]
Number of renewal options \| option		1
Operating lease right-of-use assets	$ 17,723,000	$ 16,400,000	3,178,000
Operating lease liabilities		$ 16,400,000
San Diego, California laboratory lease
Other Commitments [Line Items]
Number of renewal options \| option	1
Renewal term (in years)	1 year
Operating lease right-of-use assets	$ 1,402,000		3,377,000
Other leases
Other Commitments [Line Items]
Operating lease right-of-use assets	$ 336,000		$ 538,000
Greenhouse Lease
Other Commitments [Line Items]
Number of renewal options \| option	1
Renewal term (in years)	5 years
Warehouse Lease
Other Commitments [Line Items]
Number of renewal options \| option	1
Renewal term (in years)	5 years

LEASES, COMMITMENTS, AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Non-Cancellable Operating Leases

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


	As of December 31,
	2024			2023
In Thousands, except remaining term	Remaining Term (years)	Right-of-Use-Asset		Remaining Term (years)	Right-of-Use-Asset
Roseville, Minnesota lease	13.3	$	12,589	14.3	$	13,117
San Diego, California laboratory lease	0.7	1,402		1.7	3,377
San Diego, California headquarters lease	8.3	17,723		1.4	3,178
San Diego, California greenhouse lease	3.7	1,204		4.7	1,475
Other leases	< 1.0 - 2.1	336		< 1.0 - 3.0	538
Total		$	33,254		$	21,685

Schedule of Components of Lease Expense, Supplemental Cash Flow Information Related to Leases, and Supplemental Balance Sheet Information Related to Leases

The components of lease expense were as follows:


	Years Ended December 31,
In Thousands		2024		2023
Finance lease costs		$	175	$	117
Operating lease costs		7,037		4,511
Total		$	7,212	$	4,628

Supplemental cash flow information related to leases was as follows:


	Years Ended December 31,
In Thousands		2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows (operating leases)		$	3,936	$	3,178
Financing cash flows (finance leases)		$	171	$	297

Supplemental balance sheet information related to leases was as follows:


	As of December 31,
	2024				2023
	Operating		Financing		Operating		Financing
Weighted average remaining lease term (years)	10.0		0.8		10.6		1.3
Weighted average discount rate	7.5	%	10.6	%	7.5	%	9.8	%

Schedule of Lessee, Operating Lease, Liability, to be Paid, Maturity

As of December 31, 2024, future minimum payments under operating and finance leases were as follows:


In Thousands	Operating		Financing		Total

2025	5,432		120		5,552
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
	50,825		120		50,945
Less: interest	(15,314)		(7)		(15,321)
Total	$	35,511	$	113	$	35,624
Current portion	4,287		113		4,400
Noncurrent portion	$	31,224	$	—	$	31,224

Schedule of Finance Lease, Liability, to be Paid, Maturity

As of December 31, 2024, future minimum payments under operating and finance leases were as follows:


In Thousands	Operating		Financing		Total

2025	5,432		120		5,552
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
	50,825		120		50,945
Less: interest	(15,314)		(7)		(15,321)
Total	$	35,511	$	113	$	35,624
Current portion	4,287		113		4,400
Noncurrent portion	$	31,224	$	—	$	31,224

SUPPLEMENTAL INFORMATION - Schedule of Supplemental Cash Flows Information and Non-Cash Transactions Not Reported in Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Interest paid	$ 115	$ 123
Non-cash transactions not reported in the consolidated statement of cash flows
Property, plant, and equipment acquired through assuming liabilities	210	105
Unpaid stock offering costs included in stockholders’ equity	0	167
Shares issued for consideration in the merger with Cibus Global	0	634,751
Forgiveness of interim funding resulting from merger with Cibus Global	0	2,500
Establishment of financing lease right-of-use assets and associated financing lease liabilities	0	324
Establishment of operating lease right-of-use assets and associated operating lease liabilities	$ 16,491	$ 1,634

SUPPLEMENTAL INFORMATION - Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Stock-based compensation expense:
Total	$ 10,750	$ 16,092
Research and development
Stock-based compensation expense:
Total	3,392	7,554
Selling, general, and administrative
Stock-based compensation expense:
Total	$ 7,358	$ 8,538

STOCKHOLDERS' EQUITY - Registered Underwritten Offering (Details) - Registered Underwritten Offering $ / shares in Units, $ in Millions	1 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares
Stockholders Equity [Line Items]
Net proceeds on issuance of common stock	$ 12.1
Payments of stock issuance costs	$ 1.0
Class A Common Stock
Stockholders Equity [Line Items]
Issuance of common stock (in shares) \| shares	3,289,953
Offering price per share (in dollars per share) \| $ / shares	$ 4.00

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Schedule of Share Information Related to Common Stock

Share information related to the Company’s common stock as of December 31, 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	28,258,258	1,720,929	29,979,187
Outstanding	27,939,023	1,720,929	29,659,952

Schedule of Deferred Revenue Activity

The following table represents the deferred revenue activity for the year ended December 31, 2024:


In Thousands	Deferred Revenue
Balance as of December 31, 2023	$	1,210
Consideration earned	(4,262)
Consideration received	3,984
Balance as of December 31, 2024	$	932

The following table represents the deferred revenue activity for the year ended December 31, 2023:


In Thousands	Deferred Revenue
Balance as of December 31, 2022	$	107
Acquired from merger with Cibus Global, LLC	1,186
Consideration earned	(1,817)
Consideration received	1,734
Balance as of December 31, 2023	$	1,210

Schedule of Computation of Basic and Diluted Net Loss Per Share of Class A Common Stock

The following table shows the computation of basic and diluted net loss per share of Class A Common Stock for the years ended December 31, 2024, and 2023:


	Years Ended December 31,
In Thousands, Except Share and Per Share Amounts		2024		2023
Numerator:
Net loss attributable to Cibus, Inc.		$	(251,388)	$	(267,627)
Denominator:
Weighted average shares of Class A common stock outstanding		23,172,256		10,264,554
Effect of pre-funded warrants		50,000		50,000
Weighted average shares of Class A common stock outstanding – basic and diluted		23,222,256		10,314,554
Basic and diluted net loss per share of Class A common stock		$	(10.83)	$	(25.95)

Schedule of Antidilutive Securities Excluded from Computation of Loss Per Share

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 December 31,
	2024	2023
Stock options outstanding	572,264	109,521
Unvested restricted stock units	779,861	147,222

Unvested restricted stock awards	274,058	640,060
Common warrants	1,456,523	158,483
Total	3,082,706	1,055,286

Schedule of Segment Financial Information Used by CODM to Assess Segment Performance and Make Decisions

Segment financial information used by the CODM to assess segment performance and make decisions about resource allocation was as follows:


	Years Ended December 31,
In Thousands	2024		2023
Revenue	$	4,262	$	1,817
Less:
Personnel expenses	29,024		24,033
Professional fees	11,363		9,939
Stock-based Compensation	10,750		16,092
Goodwill and intangible assets impairment	181,432		249,419
Other segment expenses (1)	30,089		21,217
Total operating expenses	262,658		320,700
Loss from operations	(258,396)		(318,883)
Royalty liability interest expense - related parties	(34,190)		(18,892)
Other interest income, net	631		527
Non-operating income (expense), net	9,271		(395)
Income tax (expense) benefit	(29)		4
Total segment loss	$	(282,713)	$	(337,639)

_______________________________________

(1) Other segment expenses are primarily comprised of insurance, loss on asset disposal, amortization and depreciation, rent and utilities, lab supplies, product development, and selling and marketing expenses.

Schedules of Concentration of Risk, by Risk Factor

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


	Years Ended December 31,
Concentration of revenue greater than 10% of total company revenues	2024		2023
Customer A	77.3	%	68.6	%
Customer B	11.9	%	16.0	%

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


	Years Ended December 31,
Concentration of accounts receivable greater than 10% of the total accounts receivable balance	2024		2023
Customer A	87.0	%	79.5	%
Customer B	13.0	%	20.4	%

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

+ References

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+ Details

PROPERTY, PLANT, AND EQUIPMENT, NET - Schedule of Property, Plant, and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property, plant, and equipment	$ 24,956	$ 24,752
Less accumulated depreciation and amortization	(13,517)	(8,977)
Total	11,439	15,775
Buildings
Property, Plant and Equipment [Line Items]
Land, buildings, and equipment, gross	900	900
Leasehold improvements
Property, Plant and Equipment [Line Items]
Land, buildings, and equipment, gross	4,256	3,912
Office furniture and equipment
Property, Plant and Equipment [Line Items]
Land, buildings, and equipment, gross	15,064	15,102
Finance lease, right-of-use asset, before accumulated amortization	0	373
Computer equipment and software
Property, Plant and Equipment [Line Items]
Land, buildings, and equipment, gross	4,520	3,761
Assets in progress
Property, Plant and Equipment [Line Items]
Land, buildings, and equipment, gross	$ 216	$ 704
Minimum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	3 years
Minimum \| Buildings
Property, Plant and Equipment [Line Items]
Useful Life (Years)	10 years
Minimum \| Office furniture and equipment
Property, Plant and Equipment [Line Items]
Useful Life (Years)	5 years
Useful Life (Years)	3 years
Minimum \| Computer equipment and software
Property, Plant and Equipment [Line Items]
Useful Life (Years)	3 years
Maximum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	20 years
Maximum \| Buildings
Property, Plant and Equipment [Line Items]
Useful Life (Years)	20 years
Maximum \| Office furniture and equipment
Property, Plant and Equipment [Line Items]
Useful Life (Years)	10 years
Useful Life (Years)	7 years
Maximum \| Computer equipment and software
Property, Plant and Equipment [Line Items]
Useful Life (Years)	5 years

STOCK-BASED COMPENSATION - Schedule of Nonvested Shares Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Restricted Stock
Restricted Stock Awards/Units
Unvested beginning balance (in shares)	640,060
Granted (in shares)	0
Vested (in shares)	(362,978)
Forfeited (in shares)	(3,024)
Unvested ending balance (in shares)	274,058	640,060
Weighted Average Grant Date Fair Value
Unvested beginning balance (in dollars per share)	$ 31.50
Granted (in dollars per share)	0	$ 31.50
Vested (in dollars per share)	31.50
Forfeited (in dollars per share)	31.50
Unvested ending balance (in dollars per share)	$ 31.50	$ 31.50
Restricted Stock Units
Restricted Stock Awards/Units
Unvested beginning balance (in shares)	147,222
Granted (in shares)	729,339
Vested (in shares)	(36,476)
Forfeited (in shares)	(60,224)
Unvested ending balance (in shares)	779,861	147,222
Weighted Average Grant Date Fair Value
Unvested beginning balance (in dollars per share)	$ 18.21
Granted (in dollars per share)	6.90	$ 19.02
Vested (in dollars per share)	18.46
Forfeited (in dollars per share)	18.15
Unvested ending balance (in dollars per share)	$ 7.62	$ 18.21

STOCKHOLDERS' EQUITY - Schedule of Warrants Transactions (Details)	12 Months Ended
	Dec. 31, 2024 $ / shares shares
Pre-Funded Warrants
Warrants
Outstanding, beginning balance (in shares) \| shares	50,000
Outstanding, ending balance (in shares) \| shares	50,000
Exercisable (in shares) \| shares	50,000
Weighted Average Exercise Price Per Share
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 0.01
Outstanding, ending balance (in dollars per share) \| $ / shares	0.01
Exercisable (in dollars per share) \| $ / shares	$ 0.01
Common Warrants
Warrants
Outstanding, beginning balance (in shares) \| shares	158,483
Issued (in shares) \| shares	1,298,040
Outstanding, ending balance (in shares) \| shares	1,456,523
Exercisable (in shares) \| shares	1,456,523
Weighted Average Exercise Price Per Share
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 69.04
Issued (in dollars per share) \| $ / shares	10.01
Outstanding, ending balance (in dollars per share) \| $ / shares	16.43
Exercisable (in dollars per share) \| $ / shares	$ 16.43

MERGER WITH CIBUS GLOBAL - Narrative (Details) $ in Millions			12 Months Ended
	Dec. 31, 2024	May 31, 2023 USD ($) shares	Dec. 31, 2024 shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($)
Business Acquisition [Line Items]
Weighted average amortization period for finite lived intangible assets (in years)		20 years
Net income tax savings required to be paid under the TRA (as percent)		85.00%
Number of units exchanged (in shares) \| shares			1,421,707	1,500,000
Variable Interest Entity, Primary Beneficiary
Business Acquisition [Line Items]
Variable interest entity, ownership (as percent)	6.00%	22.00%
Cibus Global
Business Acquisition [Line Items]
Number of common units included in Up-C units (in shares) \| shares		1
Up-C units to class A common stock exchange ratio		1
Expenses incurred in connection with Merger		$ 8.2			$ 0.4
Legal and professional fees				$ 3.5
Severance costs				1.9
Cibus Global \| Selling, General and Administrative Expenses
Business Acquisition [Line Items]
Accelerated stock compensation expense				1.1
Cibus Global \| Research and Development
Business Acquisition [Line Items]
Accelerated stock compensation expense				$ 1.3
Cibus Global \| Class B Common Stock
Business Acquisition [Line Items]
Number of common stock shares included in Up-C units (in shares) \| shares		1

INCOME TAXES - Schedule of Income Tax Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Current:
Federal	$ 0	$ 0
State	0	0
Foreign	(29)	4
Total current	(29)	4
Deferred:
Federal	0	0
State	0	0
Foreign	0	0
Total deferred	0	0
Total income tax (expense) benefit	$ (29)	$ 4

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Deferred Revenue Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Contract with Customer, Liability [Roll Forward]
Beginning balance	$ 1,210	$ 107
Acquired from merger with Cibus Global, LLC		1,186
Consideration earned	(4,262)	(1,817)
Consideration received	3,984	1,734
Ending balance	$ 932	$ 1,210

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	3,082,706	1,055,286
Stock options outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	572,264	109,521
Unvested restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	779,861	147,222
Unvested restricted stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	274,058	640,060
Common warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	1,456,523	158,483

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTSJanuary 2025 Registered Direct Offering In January 2025, the Company issued 4,340,000 shares of its Class A Common Stock and, in lieu of Class A Common Stock to one of the Company’s then executive officers and other investors, the 2025 Pre-Funded Warrants to purchase 4,700,000 shares of Class A Common Stock both together with an accompanying 2025 Common Warrant to purchase up to 4,340,000 shares of Class A Common Stock and 4,700,000 shares of Class A Common Stock, respectively, in a registered direct offering (January 2025 Follow-On Offering). The combined offering price for each share of Class A Common Stock and the accompanying 2025 Common Warrant was $2.50. The combined offering price for each 2025 Pre-Funded Warrant and the accompanying 2025 Common Warrant was $2.4999. The 2025 Common Warrants have an exercise price of $2.50 per share of Class A Common Stock and are only exercisable after the Company receives certain approvals from its stockholders. The 2025 Common Warrants will be exercisable for five years following the date of receipt of the stockholder approvals, subject to ownership limitations. The 2025 Pre-Funded Warrants are immediately exercisable until fully exercised at an exercise price of $0.0001 per share of Class A Common Stock, subject to ownership limitations. Through the date of this filing, the Company has received net proceeds related to the January 2025 Follow-On Offering of approximately $21.4 million after deducting approximately $1.2 million for the underwriting discounts and commissions and other offering expenses payable by the Company. Additionally, in January 2025, 300,000 of the 2025 Pre-Funded Warrants were exercised and as such, the Company issued 300,000 shares of its Class A Common Stock. 2024 Common Warrants Amendment Certain investors in the January 2025 Follow-On Offering are holders of outstanding 2024 Common Warrants to purchase up to 1,198,040 shares of Class A Common Stock. The exercise price for the 2024 Common Warrants initially was $10.00 per share (or $10.07 per share, in the case of 2024 Common Warrants issued to one of the Company’s then executive officers). Concurrent with the January 2025 Follow-On Offering, the Company agreed to contractual amendments with those certain investors (Warrant Amendment Agreement) to (i) reduce the exercise price of those 2024 Common Warrants to $2.50 per share, (ii) reduce the threshold for satisfaction of the trading condition in respect of the redemption provisions from $20.00 per share to $5.00 per share as well adding a redemption notice of 30 days, and (iii) extend the termination date of those 2024 Common Warrants held by those certain investors to five years following the closings of the January 2025 Follow-On Offering. The Warrant Amendment Agreement, with respect to one of the Company’s then executive officers, is conditioned on, and will not be effective until, the trading day after the Company obtains the requisite approval from its stockholders with respect to those 2024 Common Warrants held by one of the Company’s then executive officers. Resignation of Executive Officer On February 24, 2025, Rory Riggs resigned as the Chief Executive Officer of the Company. Mr. Riggs will continue to serve as a director and Chairman of the Board of Directors. Pursuant to the Company’s succession planning strategy, Peter Beetham, the Company’s President and Chief Operating Officer, was appointed as Interim Chief Executive Officer while the Company’s Board of Directors initiates a search for the Company’s next Chief Executive Officer.

GOODWILL AND INTANGIBLE ASSETS - Schedule of Amortization Expense for the Next Five Years (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2025	$ 1,833
2026	1,833
2027	1,833
2028	1,833
2029	$ 1,833

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

ROYALTY LIABILITY - RELATED PARTIES - Narrative (Details)		12 Months Ended
	Dec. 31, 2014 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023
Related Party Transaction [Line Items]
Unpaid royalty payments		$ 600,000
Management \| Measurement Input, Discount Rate
Related Party Transaction [Line Items]
Royalty liability, measurement input		0.166	0.217
Management \| Warrant Exchange Agreement
Related Party Transaction [Line Items]
Royalty payment, percentage of subject revenues	10.00%	10.00%
Subject revenue threshold, minimum	$ 50,000,000
Term of agreement	30 years
Renewal term	30 years
Required payment to extend agreement	$ 100

MERGER WITH CIBUS GLOBAL - Schedule of Pro Forma Information (Details) - Cibus Global $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Pro forma revenues	$ 2,257
Pro forma net loss	(365,682)
Pro forma net loss attributable to controlling interest	(287,969)
Pro forma net loss attributable to redeemable noncontrolling interest	$ (77,713)

STOCKHOLDERS' EQUITY - Preferred Stock (Details) - $ / shares	Dec. 31, 2024	May 31, 2023
Equity [Abstract]
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued (in shares)	0

PROPERTY, PLANT, AND EQUIPMENT, NET - Narrative (Details)	Dec. 31, 2024
Risk Free Interest Rate
Property, Plant and Equipment [Line Items]
Asset retirement obligation, measurement input (as percent)	0.056
Inflation Rate
Property, Plant and Equipment [Line Items]
Asset retirement obligation, measurement input (as percent)	0.05

INCOME TAXES - Schedule of United States Statutory Income Tax Rate to Effective Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
United States statutory rate	21.00%	21.00%
State tax, net of federal tax benefit	0.10%	2.70%
Loss attributable to redeemable noncontrolling interest	(2.30%)	(4.40%)
Stock-based compensation	(0.60%)	(0.10%)
Goodwill and intangible assets impairment	(12.00%)	(7.30%)
R&D credit	0.60%	0.80%
Unrecognized tax benefits	0.30%	(0.60%)
Warrants	0.60%	(0.10%)
§351 exchange	0.00%	8.10%
Investment in Cibus Global LLC	(10.40%)	0.00%
Change in state rate	(1.90%)	3.10%
Section 382 limitation	(3.00%)	0.00%
Other	(0.40%)	(0.50%)
Change in valuation allowance	8.00%	(22.70%)
Effective income tax rate	0.00%	0.00%

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Share Information Related to Common Stock (Details) - shares	Dec. 31, 2024	Dec. 31, 2023	May 31, 2023
Class of Stock [Line Items]
Authorized (in shares)	300,000,000		300,000,000
Issued (in shares)	29,979,187
Outstanding (in shares)	29,659,952
Class A Common Stock
Class of Stock [Line Items]
Authorized (in shares)	210,000,000	210,000,000	210,000,000
Issued (in shares)	28,258,258	21,240,379
Outstanding (in shares)	27,939,023	20,567,656
Class B Common Stock
Class of Stock [Line Items]
Authorized (in shares)	90,000,000	90,000,000	90,000,000
Issued (in shares)	1,720,929	3,142,636
Outstanding (in shares)	1,720,929	3,142,636

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
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-URI https://asc.fasb.org/1943274/2147483014/272-10-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-Section S99
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-Subparagraph (SX 210.4-08(d))
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Subparagraph (h)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Paragraph 18
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (SX 210.5-02(27)(b))
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.5-02(28))
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-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
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-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

+ Details

MERGER WITH CIBUS GLOBAL - Schedule of Intangible Assets Acquired and their Related Average Useful Lives (Details) $ in Thousands	May 31, 2023 USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization (Years)	20 years
Cibus Global
Intangible Assets Acquired As Part Of Business Combination [Line Items]
Total	$ 135,429
Cibus Global \| In-process research and development
Acquired Indefinite-Lived Intangible Assets [Line Items]
Acquired indefinite-lived intangible assets	99,051
Cibus Global \| Developed technology
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired finite-lived intangibles	$ 14,148
Weighted Average Amortization (Years)	20 years
Cibus Global \| Trade name
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired finite-lived intangibles	$ 22,230
Weighted Average Amortization (Years)	20 years

STOCKHOLDERS' EQUITY - Common Warrants (Details) - 2022 Common Warrants - $ / shares	Dec. 31, 2024	Dec. 31, 2022
Stockholders Equity [Line Items]
Number of securities called by each warrant (in shares)	1
Exercise price of warrants (in dollars per share)	$ 69.04
2022 Follow On Public Offering
Stockholders Equity [Line Items]
Number of securities called by each warrant (in shares)		1
Exercise price of warrants (in dollars per share)		$ 69.04
Maximum voting percentage, before warrants cannot be exercised		4.99%

GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETSGoodwill

Goodwill represents future economic benefits arising from acquiring Cibus Global, LLC, primarily due to its strong market position and its assembled workforce that are not individually identified and separately recognized as intangible assets. None of the goodwill recognized is expected to be deductible for income tax purposes.

Goodwill is as follows:


In Thousands	Goodwill






Balance as of December 31, 2023
Goodwill	585,266
Accumulated impairment losses	(150,368)
	434,898
Impairment	(181,432)
Balance as of December 31, 2024
Goodwill	585,266
Accumulated impairment losses	(331,800)
	$	253,466

During the year ended December 31, 2024, the Company determined its goodwill was impaired by $181.4 million, which was recorded in the accompanying consolidated statements of operations.

During the year ended December 31, 2023, the Company determined its goodwill was impaired by $150.4 million, which was recorded in the accompanying consolidated statements of operations.

Intangible Assets

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


In Thousands	Gross Carrying Amount		Accumulated Amortization		Intangible Assets, Net

Developed technology	14,148		1,120		13,028
Trade name	22,230		1,760		20,470
Other	150		70		80
Total	$	36,528	$	2,950	$	33,578

During the year ended December 31, 2024, the Company determined its finite-lived intangible assets net book values did not exceed their fair values based on expected undiscounted future cash flows and no impairment loss was recognized.

Intangible assets as of December 31, 2023, were as follows:


In Thousands	Gross Carrying Amount		Accumulated Amortization		Intangible Assets, Net

Developed technology	14,148		413		13,735
Trade name	22,230		648		21,582
Other	150		56		94
Total	$	36,528	$	1,117	$	35,411

During the year ended December 31, 2023, the Company determined its finite-lived intangible assets net book values did not exceed their fair values based on expected undiscounted future cash flows and no impairment loss was recognized, however, it determined its in-process R&D indefinite-lived intangible assets were impaired by $99.0 million, which was recorded in the accompanying consolidated statements of operations. As such, there was no longer a carrying value for the Company’s in-process R&D indefinite-lived intangible assets as of December 31, 2023.

Total amortization expense is as follows:


	Years Ended December 31,
In Thousands		2024		2023
Amortization expense		$	1,833	$	1,125

As of December 31, 2024, amortization expense for each of the next five years is estimated as follows:


In Thousands	Amortization Expense

2025	$	1,833
2026	$	1,833
2027	$	1,833
2028	$	1,833
2029	$	1,833

INCOME TAXES - Schedule of Deferred Tax Assets And Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Net operating losses	$ 70,097	$ 60,257
Investment in Cibus Global, LLC	29,036	53,573
Stock-based compensation	0	3,367
Tax credit carry forwards	2,720	5,335
Capitalized R&D	1,979	1,698
Compensation	0	17
Fixed assets	0	2,062
Other	0	0
Gross deferred tax assets	103,832	126,309
Less valuation allowance	(103,742)	(126,309)
Net deferred tax assets	90	0
Other	(90)	0
Gross deferred tax liabilities	(90)	0
Net deferred tax asset or liability	$ 0	$ 0

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK - Narrative (Details)	Jun. 30, 2024	Dec. 31, 2023 yr
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Estimated fair value of common warrants per share (as percent)		8.95
Risk Free Interest Rate
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assumptions used for initial valuation (as percent)		0.039
Expected Volatility
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assumptions used for initial valuation (as percent)		1.007
Expected Term
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assumptions used for initial valuation (as percent)		3.6
2024 Common Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Estimated fair value of common warrants per share (as percent)	7.82
2024 Common Warrants \| Risk Free Interest Rate
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assumptions used for initial valuation (as percent)	0.044
2024 Common Warrants \| Expected Volatility
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assumptions used for initial valuation (as percent)	1.027
2024 Common Warrants \| Expected Term
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants, expected term (in years)	5 years

STOCK-BASED COMPENSATION - Schedule of Information on Stock Option Activity (Details)	12 Months Ended
	Dec. 31, 2024 $ / shares shares
Options Exercisable
Beginning balance (in shares) \| shares	108,781
Vested (in shares) \| shares	18,854
Expired (in shares) \| shares	(368)
Ending balance (in shares) \| shares	127,267
Weighted Average Exercise Price Per Share
Beginning balance (in dollars per share) \| $ / shares	$ 365.07
Vested (in dollars per share) \| $ / shares	36.56
Expired (in dollars per share) \| $ / shares	185.50
Ending balance (in dollars per share) \| $ / shares	$ 316.92
Options Outstanding
Beginning balance (in shares) \| shares	109,521
Granted (in shares) \| shares	463,129
Exercised (in shares) \| shares	0
Expired (in shares) \| shares	(368)
Forfeited (in shares) \| shares	(18)
Ending balance (in shares) \| shares	572,264
Weighted Average Exercise Price Per Share
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 367.35
Granted (in dollars per share) \| $ / shares	6.50
Exercised (in dollars per share) \| $ / shares	0
Expired (in dollars per share) \| $ / shares	185.50
Forfeited (in dollars per share) \| $ / shares	227.00
Outstanding, ending balance (in dollars per share) \| $ / shares	$ 75.44

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Revenue:
Total revenue	$ 4,262	$ 1,817
Operating expenses:
Research and development	50,429	42,367
Selling, general, and administrative	30,797	28,914
Goodwill and intangible assets impairment	181,432	249,419
Total operating expenses	262,658	320,700
Loss from operations	(258,396)	(318,883)
Royalty liability interest expense - related parties	(34,190)	(18,892)
Other interest income, net	631	527
Non-operating income (expense), net	9,271	(395)
Loss before income taxes	(282,684)	(337,643)
Income tax (expense) benefit	(29)	4
Net loss	(282,713)	(337,639)
Net loss attributable to redeemable noncontrolling interest	(31,325)	(70,012)
Net loss attributable to Cibus, Inc.	$ (251,388)	$ (267,627)
Basic net loss per share of Class A common stock (in dollars per share)	$ (10.83)	$ (25.95)
Diluted net loss per share of Class A common stock (in dollars per share)	$ (10.83)	$ (25.95)
Weighted average shares of Class A common stock outstanding - basic (in shares)	23,222,256	10,314,554
Weighted average shares of Class A common stock outstanding - diluted (in shares)	23,222,256	10,314,554

MERGER WITH CIBUS GLOBAL - Schedule of Preliminary Allocation of the Consideration (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	May 31, 2023
Business Acquisition [Line Items]
Goodwill	$ 253,466	$ 434,898
Cibus Global
Business Acquisition [Line Items]
Cash and cash equivalents			$ 59,381
Accounts receivable			2,216
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)
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)
Notes payable, net of current portion			(749)
Operating lease obligations, net of current portion			(6,006)
Financing lease obligations, net of current portion			(10)
Other non-current liabilities			(1,536)
Consideration transferred			634,751
Cibus Global \| Related Party
Business Acquisition [Line Items]
Due from related parties			19
Other current liabilities			(8)
Royalty liability - related parties			(146,360)
Cibus Global \| Nonrelated Party
Business Acquisition [Line Items]
Other current liabilities			$ (17)

COLLABORATION AGREEMENT (Tables)

12 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Revenue Recognized in the Consolidated Statements of Operations Related to Collaboration Agreement

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


	Years Ended December 31,
In Thousands		2024		2023
Collaboration agreement revenue recognized		$	3,295	$	1,247

SUBSEQUENT EVENTS (Details) - Registered Direct Offering - USD ($) $ / shares in Units, $ in Millions	1 Months Ended		3 Months Ended
	Jan. 31, 2025	Jun. 30, 2024	Mar. 20, 2025
Subsequent Event [Line Items]
Net proceeds on issuance of common stock		$ 12.0
2024 Common Warrants
Subsequent Event [Line Items]
Warrants issued (in shares)		1,298,040
Offering price per share (in dollars per share)		$ 10.00
Exercise price of warrants (in dollars per share)		10.00
Class of warrant or right, threshold for trading condition (in dollars per share)		20.00
2024 Common Warrants \| Executive Officer
Subsequent Event [Line Items]
Offering price per share (in dollars per share)		10.20
Exercise price of warrants (in dollars per share)		$ 10.07
Subsequent Event
Subsequent Event [Line Items]
Net proceeds on issuance of common stock			$ 21.4
Payments of stock issuance costs			$ 1.2
Subsequent Event \| 2025 Pre-Funded Warrants
Subsequent Event [Line Items]
Warrants issued (in shares)	4,700,000
Offering price per share (in dollars per share)	$ 2.4999
Exercise price of warrants (in dollars per share)	$ 0.0001
Class of warrant or right, exercised (in shares)	300,000
Subsequent Event \| 2025 Common Warrants
Subsequent Event [Line Items]
Offering price per share (in dollars per share)	$ 2.50
Exercise price of warrants (in dollars per share)	$ 2.50
Warrants, term (in years)	5 years
Subsequent Event \| 2025 Common Warrants, Warrant One
Subsequent Event [Line Items]
Warrants issued (in shares)	4,340,000
Subsequent Event \| 2025 Common Warrants, Warrant Two
Subsequent Event [Line Items]
Warrants issued (in shares)	4,700,000
Subsequent Event \| 2024 Common Warrants
Subsequent Event [Line Items]
Warrants issued (in shares)	1,198,040
Exercise price of warrants (in dollars per share)	$ 2.50
Warrants, term (in years)	5 years
Class of warrant or right, threshold for trading condition (in dollars per share)	$ 5.00
Class of warrant or right, redemption notice period (in days)	30 days
Class A Common Stock
Subsequent Event [Line Items]
Issuance of common stock (in shares)		1,298,040
Class A Common Stock \| Subsequent Event
Subsequent Event [Line Items]
Issuance of common stock (in shares)	4,340,000
Class A Common Stock \| Subsequent Event \| 2025 Pre-Funded Warrants
Subsequent Event [Line Items]
Issuance of common stock (in shares)	300,000

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK - Schedule of Financial Instruments Measured at Fair Value and their Levels in Fair Value Hierarchy (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Fair Value of Assets
Total	$ 1,058	$ 7,015
Fair Value of Liabilities
Common Warrants	2,268	1,418
Total	2,268	1,418
Common Warrants
Fair Value of Liabilities
Common Warrants	2,268	1,418
Level 1
Fair Value of Assets
Total	1,058	7,015
Fair Value of Liabilities
Total	0	0
Level 1 \| Common Warrants
Fair Value of Liabilities
Common Warrants	0	0
Level 2
Fair Value of Assets
Total	0	0
Fair Value of Liabilities
Total	0	0
Level 2 \| Common Warrants
Fair Value of Liabilities
Common Warrants	0	0
Level 3
Fair Value of Assets
Total	0	0
Fair Value of Liabilities
Total	2,268	1,418
Level 3 \| Common Warrants
Fair Value of Liabilities
Common Warrants	2,268	1,418
Money Market Funds
Fair Value of Assets
Money market funds	1,058	7,015
Money Market Funds \| Level 1
Fair Value of Assets
Money market funds	1,058	7,015
Money Market Funds \| Level 2
Fair Value of Assets
Money market funds	0	0
Money Market Funds \| Level 3
Fair Value of Assets
Money market funds	$ 0	$ 0

GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($)	3 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023	May 31, 2023
Finite-Lived Intangible Assets [Line Items]
Goodwill impairment	$ 181,400,000	$ 181,432,000	$ 150,400,000
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration]		Goodwill and intangible assets impairment	Goodwill and intangible assets impairment
Impairment of intangible assets, finite-lived		$ 0	$ 0
Impairment of indefinite-lived intangible assets			$ 99,000,000.0
Cibus Global
Finite-Lived Intangible Assets [Line Items]
Goodwill, expected tax deductible amount				$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

STOCK-BASED COMPENSATION - Narrative (Details)		3 Months Ended	12 Months Ended
STOCK-BASED COMPENSATION - Narrative (Details)	Oct. 16, 2024 grantee shares	Dec. 31, 2024 USD ($) shares	Dec. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate intrinsic value of options outstanding \| $		$ 0	$ 0
Weighted average remaining outstanding contractual term (in years)			8 years 4 months 24 days
Aggregate intrinsic value of options exercisable \| $		0	$ 0
Weighted average remaining options exercisable contractual term (in years)			3 years 6 months
Unrecognized stock-based compensation expense related to non-vested stock options \| $		2,000,000.0	$ 2,000,000.0
October 2024 Strategic Realignment
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Incremental stock compensation expense \| $		200,000	$ 300,000
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options priced at fair market value (as percent)			100.00%
Stock option expiration period (in years)			10 years
Unrecognized stock-based compensation expense, expected recognition weighted-average period (in years)			2 years 8 months 12 days
Stock Options \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option, vesting period			3 years
Stock Options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option, vesting period			6 years
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation expense, expected recognition weighted-average period (in years)			1 year 8 months 12 days
Number of grantees affected \| grantee	9
Number of shares affected (in shares) \| shares	55,628
Granted (in shares) \| shares			0
Weighted average grant date fair value (in dollars per share) \| $ / shares			$ 0	$ 31.50
Unrecognized stock-based compensation expense \| $		8,600,000	$ 8,600,000
Restricted Stock \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option, vesting period			2 months
Restricted Stock \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option, vesting period			4 years
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation expense, expected recognition weighted-average period (in years)			3 years 6 months
Granted (in shares) \| shares			729,339
Weighted average grant date fair value (in dollars per share) \| $ / shares			$ 6.90	19.02
Unrecognized stock-based compensation expense \| $		5,300,000	$ 5,300,000
Restricted Stock Units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option, vesting period			3 years
Restricted Stock Units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option, vesting period			5 years
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares) \| shares			0
Weighted average grant date fair value (in dollars per share) \| $ / shares				$ 25.65
Unrecognized stock-based compensation expense \| $		$ 0	$ 0
Outstanding (in shares) \| shares		0	0
2017 Omnibus Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, number of shares registered and available for grant (in shares) \| shares		874,607	874,607
2014 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, number of shares registered and available for grant (in shares) \| shares		0	0

ROYALTY LIABILITY - RELATED PARTIES (Tables)

12 Months Ended

Dec. 31, 2024

Schedule of Royalty Liability

The Royalty Liability activity is as follows:


In Thousands	Royalty Liability - Related Parties
Balance as of December 31, 2022	$	—

Acquired from merger Cibus Global, LLC	146,360
Interest expense recognized	18,892
Balance as of December 31, 2023	$	165,252

Interest expense recognized	34,190
Balance as of December 31, 2024	$	199,442

STOCKHOLDERS' EQUITY - ATM Facility (Details) - At-The-Market Offering $ in Millions	12 Months Ended
	Dec. 31, 2024 USD ($) shares
Subsidiary, Sale of Stock [Line Items]
Number of shares issued in transaction (in shares) \| shares	974,727
Net proceeds on issuance of common stock	$ 16.9
Payments of stock issuance costs	$ 0.8

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2024
Audit Information [Abstract]
Auditor Firm ID	243
Auditor Name	BDO USA, P.C.
Auditor Location	San Diego, California

LEASES, COMMITMENTS, AND CONTINGENCIES - Schedule of Supplemental Balance Sheet Information Related to Leases (Details)	Dec. 31, 2024	Dec. 31, 2023
Operating
Weighted average remaining lease term (years)	10 years	10 years 7 months 6 days
Weighted average discount rate	7.50%	7.50%
Financing
Weighted average remaining lease term (years)	9 months 18 days	1 year 3 months 18 days
Weighted average discount rate	10.60%	9.80%

LEASES, COMMITMENTS, AND CONTINGENCIES - Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Operating cash flows (operating leases)	$ 3,936	$ 3,178
Financing cash flows (finance leases)	$ 171	$ 297

STOCK-BASED COMPENSATION - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense (benefit)	$ 10,750	$ 16,092
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense (benefit)	521	1,847
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense (benefit)	9,495	11,497
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense (benefit)	734	3,018
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense (benefit)	$ 0	$ (270)

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

STOCK-BASED COMPENSATION - Schedule of Fair Value of Awards Vested (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of shares vested	$ 3,738	$ 5,361
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of shares vested	629	2,126
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of shares vested	$ 0	$ 1,005

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2024	Dec. 31, 2023
Common stock, shares authorized (in shares)	300,000,000
Common stock, shares issued (in shares)	29,979,187
Common stock, shares outstanding (in shares)	29,659,952
Treasury stock, shares (in shares)	45,177	32,663
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	210,000,000	210,000,000
Common stock, shares issued (in shares)	28,258,258	21,240,379
Common stock, shares outstanding (in shares)	27,939,023	20,567,656
Class B Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	90,000,000	90,000,000
Common stock, shares issued (in shares)	1,720,929	3,142,636
Common stock, shares outstanding (in shares)	1,720,929	3,142,636

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Computation of Basic and Diluted Net Loss Per Share of Class A Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Numerator:
Net loss attributable to Cibus, Inc.	$ (251,388)	$ (267,627)
Denominator:
Weighted average shares of Class A common stock outstanding (in shares)	23,172,256	10,264,554
Effect of pre-funded warrants (in shares)	50,000	50,000
Weighted average shares of Class A common stock outstanding - basic (in shares)	23,222,256	10,314,554
Weighted average shares of Class A common stock outstanding - diluted (in shares)	23,222,256	10,314,554
Basic net loss per share of Class A common stock (in dollars per share)	$ (10.83)	$ (25.95)
Diluted net loss per share of Class A common stock (in dollars per share)	$ (10.83)	$ (25.95)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

STOCKHOLDERS' EQUITY (Tables)

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

Schedule of Warrants Transactions

Warrant transactions for the year ended December 31, 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 December 31, 2024	50,000	$	0.01	1,456,523	$	16.43
Exercisable as of December 31, 2024	50,000	$	0.01	1,456,523	$	16.43

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK

12 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

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.

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 years ended December 31, 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 December 31, 2024, and December 31, 2023, were as follows:


	December 31, 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)	$	1,058	$	—	$	—	$	1,058	$	7,015	$	—	$	—	$	7,015
Total	$	1,058	$	—	$	—	$	1,058	$	7,015	$	—	$	—	$	7,015

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


	December 31, 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	$	—	$	—	$	2,268	$	2,268	$	—	$	—	$	1,418	$	1,418
Total	$	—	$	—	$	2,268	$	2,268	$	—	$	—	$	1,418	$	1,418

The following table summarizes the Common Warrants activity for the year ended December 31, 2024:


In Thousands	Level 3 Fair Value of Liabilities
Balance as of December 31, 2023	$	1,418
Issued	10,151
Change in fair value	(9,301)
Balance as of December 31, 2024	$	2,268

The following table summarizes the Common Warrants activity for the year ended December 31, 2023:


In Thousands	Level 3 Fair Value of Liabilities
Balance as of December 31, 2022	$	291
Change in fair value	1,127
Balance as of December 31, 2023	$	1,418

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. Prior to the fourth quarter of 2024, the Company estimated its future stock price volatility using a weighted average historical volatility which took into consideration the Company’s historical volatility and historical volatility from a group of guideline companies, over the remaining life of the Common Warrants. Beginning in the fourth quarter of 2024, the Company began

using its own historical stock price volatility, over the remaining life of the Common Warrants. The Company 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.

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


	As of December 31,
	2024	2023
Estimated fair value of common warrants per share	$0.39 - $1.70	$	8.95
Assumptions:
Risk-free interest rate	4.2% - 4.3%	3.9		%
Expected volatility	111.0% - 118.1%	100.7		%
Expected term to liquidation (in years)	2.6 - 4.5	3.6

As of December 31, 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 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 December 31, 2024, and 2023, the Company did not hold any short-term investments.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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+ Details

MERGER WITH CIBUS GLOBAL

12 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

MERGER WITH CIBUS GLOBAL

MERGER WITH CIBUS GLOBALAs 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 December 31, 2024, the Common Unit holders of the redeemable noncontrolling interest owned approximately 6 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

(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.

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.

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 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 consolidated statements of operations.

These unaudited pro forma figures for the year ended December 31, 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.


	Year Ended
Unaudited and in Thousands	December 31, 2023
Pro forma revenues	$	2,257
Pro forma net loss	(365,682)
Pro forma net loss attributable to controlling interest	(287,969)
Pro forma net loss attributable to redeemable noncontrolling interest	$	(77,713)

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 years ended December 31, 2024, and 2023, there were 1,421,707 and 1,500,000, respectively, Up-C Units exchanged by Electing Members for shares of Class A Common Stock. As of December 31, 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 December 31, 2024.

GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Goodwill [Roll Forward]
Goodwill		$ 585,266
Accumulated impairment losses		150,368
Goodwill, beginning balance		434,898
Impairment	$ (181,400)	(181,432)	$ (150,400)
Goodwill		585,266	585,266
Accumulated impairment losses		(331,800)	(150,368)
Goodwill, ending balance		$ 253,466	$ 434,898

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 49
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-49

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/exampleRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(15))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482598/350-20-45-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(10)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

+ Details

LEASES, COMMITMENTS, AND CONTINGENCIES

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

LEASES, COMMITMENTS, AND CONTINGENCIES

Leases

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

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


	As of December 31,
	2024			2023
In Thousands, except remaining term	Remaining Term (years)	Right-of-Use-Asset		Remaining Term (years)	Right-of-Use-Asset
Roseville, Minnesota lease	13.3	$	12,589	14.3	$	13,117
San Diego, California laboratory lease	0.7	1,402		1.7	3,377
San Diego, California headquarters lease	8.3	17,723		1.4	3,178
San Diego, California greenhouse lease	3.7	1,204		4.7	1,475
Other leases	< 1.0 - 2.1	336		< 1.0 - 3.0	538
Total		$	33,254		$	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 extension term is not recognized in the calculation of the lease liability. The additional operating lease right-of-use asset and associated operating lease liability was $16.4 million. 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:


	Years Ended December 31,
In Thousands		2024		2023
Finance lease costs		$	175	$	117
Operating lease costs		7,037		4,511
Total		$	7,212	$	4,628

Operating lease costs for short-term leases was not material for the years ended December 31, 2024, or 2023.

Supplemental cash flow information related to leases was as follows:


	Years Ended December 31,
In Thousands		2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows (operating leases)		$	3,936	$	3,178
Financing cash flows (finance leases)		$	171	$	297

Supplemental balance sheet information related to leases was as follows:


	As of December 31,
	2024				2023
	Operating		Financing		Operating		Financing
Weighted average remaining lease term (years)	10.0		0.8		10.6		1.3
Weighted average discount rate	7.5	%	10.6	%	7.5	%	9.8	%

As of December 31, 2024, future minimum payments under operating and finance leases were as follows:


In Thousands	Operating		Financing		Total

2025	5,432		120		5,552
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
	50,825		120		50,945
Less: interest	(15,314)		(7)		(15,321)
Total	$	35,511	$	113	$	35,624
Current portion	4,287		113		4,400
Noncurrent portion	$	31,224	$	—	$	31,224

Cibus Non-Profit Foundation

During 2022, Cibus Global created the Cibus Charitable Foundation, Inc., a nonprofit legal entity (the Cibus Non-Profit Foundation). As of December 31, 2024, the Cibus Non-Profit Foundation has not received any donations or commenced operations. 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 December 31, 2024, the Company had not recorded a liability related to its obligations to the Cibus Non-Profit Foundation within the accompanying consolidated financial statements.

Litigation and Claims

The Company is not a party to any material pending legal proceedings as of December 31, 2024. From time-to-time, the Company may be involved in legal proceedings arising in the ordinary course of business.

LEASES, COMMITMENTS, AND CONTINGENCIES

Leases

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

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


	As of December 31,
	2024			2023
In Thousands, except remaining term	Remaining Term (years)	Right-of-Use-Asset		Remaining Term (years)	Right-of-Use-Asset
Roseville, Minnesota lease	13.3	$	12,589	14.3	$	13,117
San Diego, California laboratory lease	0.7	1,402		1.7	3,377
San Diego, California headquarters lease	8.3	17,723		1.4	3,178
San Diego, California greenhouse lease	3.7	1,204		4.7	1,475
Other leases	< 1.0 - 2.1	336		< 1.0 - 3.0	538
Total		$	33,254		$	21,685

The components of lease expense were as follows:


	Years Ended December 31,
In Thousands		2024		2023
Finance lease costs		$	175	$	117
Operating lease costs		7,037		4,511
Total		$	7,212	$	4,628

Operating lease costs for short-term leases was not material for the years ended December 31, 2024, or 2023.

Supplemental cash flow information related to leases was as follows:


	Years Ended December 31,
In Thousands		2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows (operating leases)		$	3,936	$	3,178
Financing cash flows (finance leases)		$	171	$	297

Supplemental balance sheet information related to leases was as follows:


	As of December 31,
	2024				2023
	Operating		Financing		Operating		Financing
Weighted average remaining lease term (years)	10.0		0.8		10.6		1.3
Weighted average discount rate	7.5	%	10.6	%	7.5	%	9.8	%

As of December 31, 2024, future minimum payments under operating and finance leases were as follows:


In Thousands	Operating		Financing		Total

2025	5,432		120		5,552
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
	50,825		120		50,945
Less: interest	(15,314)		(7)		(15,321)
Total	$	35,511	$	113	$	35,624
Current portion	4,287		113		4,400
Noncurrent portion	$	31,224	$	—	$	31,224

Litigation and Claims

LEASES, COMMITMENTS, AND CONTINGENCIES

Leases

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

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


	As of December 31,
	2024			2023
In Thousands, except remaining term	Remaining Term (years)	Right-of-Use-Asset		Remaining Term (years)	Right-of-Use-Asset
Roseville, Minnesota lease	13.3	$	12,589	14.3	$	13,117
San Diego, California laboratory lease	0.7	1,402		1.7	3,377
San Diego, California headquarters lease	8.3	17,723		1.4	3,178
San Diego, California greenhouse lease	3.7	1,204		4.7	1,475
Other leases	< 1.0 - 2.1	336		< 1.0 - 3.0	538
Total		$	33,254		$	21,685

The components of lease expense were as follows:


	Years Ended December 31,
In Thousands		2024		2023
Finance lease costs		$	175	$	117
Operating lease costs		7,037		4,511
Total		$	7,212	$	4,628

Operating lease costs for short-term leases was not material for the years ended December 31, 2024, or 2023.

Supplemental cash flow information related to leases was as follows:


	Years Ended December 31,
In Thousands		2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows (operating leases)		$	3,936	$	3,178
Financing cash flows (finance leases)		$	171	$	297

Supplemental balance sheet information related to leases was as follows:


	As of December 31,
	2024				2023
	Operating		Financing		Operating		Financing
Weighted average remaining lease term (years)	10.0		0.8		10.6		1.3
Weighted average discount rate	7.5	%	10.6	%	7.5	%	9.8	%

As of December 31, 2024, future minimum payments under operating and finance leases were as follows:


In Thousands	Operating		Financing		Total

2025	5,432		120		5,552
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
	50,825		120		50,945
Less: interest	(15,314)		(7)		(15,321)
Total	$	35,511	$	113	$	35,624
Current portion	4,287		113		4,400
Noncurrent portion	$	31,224	$	—	$	31,224

Litigation and Claims

STOCK-BASED COMPENSATION - Schedule of Fair Values of Stock Options Granted and Assumptions Used in Black-Scholes Model (Details) - Stock Options - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average fair value of stock options granted (in dollars per share)	$ 5.31	$ 0
Assumptions:
Risk-free interest rate, minimum	4.20%
Risk-free interest rate, maximum	4.50%
Risk-free interest rate		0.00%
Expected volatility, minimum	99.80%
Expected volatility, maximum	109.30%
Expected volatility		0.00%
Expected term (in years)		0 years
Minimum
Assumptions:
Expected term (in years)	5 years
Maximum
Assumptions:
Expected term (in years)	6 years

SUPPLEMENTAL INFORMATION

12 Months Ended

Dec. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

SUPPLEMENTAL INFORMATION

Certain balance sheet amounts are as follows:


In Thousands	As of December 31, 2024		As of December 31, 2023
Accrued Expenses:
Accrued consulting and professional fees	$	1,312	$	631
Accrued field trials	358		505
Other	611		611
Total	$	2,281	$	1,747

Certain consolidated statement of operations amounts were as follows:


	Years Ended December 31,
In Thousands		2024		2023
Stock-based compensation expense:
Research and development		$	3,392	$	7,554
Selling, general, and administrative		7,358		8,538
Total		$	10,750	$	16,092

Supplemental consolidated statement of cash flows information is as follows:


	Years Ended December 31,
In Thousands	2024		2023
Interest paid	$	115	$	123

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


	Years Ended December 31,
In Thousands	2024		2023
Property, plant, and equipment acquired through assuming liabilities	$	210	$	105
Unpaid stock offering costs included in stockholders’ equity	$	—	$	167
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	$	—	$	324
Establishment of operating lease right-of-use assets and associated operating lease liabilities	$	16,491	$	1,634

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Operating activities
Net loss	$ (282,713)	$ (337,639)
Adjustments to reconcile net loss to net cash used by operating activities:
Royalty liability interest expense - related parties	34,190	18,892
Goodwill and intangible assets impairment	181,432	249,419
Depreciation and amortization	6,859	4,693
Stock-based compensation	10,750	16,092
Loss on disposal of property, plant, and equipment	335	224
Change in fair value of liability classified Class A common stock warrants	(9,301)	1,127
Other	22	21
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(512)	1,704
Due to/from related parties	0	(95)
Prepaid expenses and other current assets	518	1,150
Accounts payable	(188)	2
Accrued expenses	608	(2,065)
Accrued compensation	(535)	891
Deferred revenue	(285)	(89)
Right-of-use assets and lease obligations, net	990	(106)
Other assets and liabilities, net	(213)	(431)
Net cash used by operating activities	(58,043)	(46,210)
Investing activities
Cash acquired from merger with Cibus Global, LLC	0	59,381
Purchases of property, plant, and equipment	(808)	(4,321)
Net cash (used in) provided by investing activities	(808)	55,060
Financing activities
Proceeds from issuances of securities	43,902	20,306
Costs incurred related to issuances of securities	(2,211)	(1,550)
Proceeds from draws on revolving line of credit from Cibus Global, LLC	0	2,500
Payment of taxes related to vested restricted stock units	(214)	(742)
Proceeds from issuance of notes payable	204	1,378
Repayments of financing lease obligations	(171)	(297)
Repayments of notes payable	(912)	(1,275)
Net cash provided by financing activities	40,598	20,320
Effect of exchange rate changes on cash and cash equivalents	(13)	3
Net (decrease) increase in cash and cash equivalents	(18,266)	29,173
Cash and cash equivalents – beginning of period	32,699	3,526
Cash and cash equivalents – end of period	$ 14,433	$ 32,699

PROPERTY, PLANT, AND EQUIPMENT, NET - Schedule of Changes in Asset Retirement Obligation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Beginning balance	$ 273	$ 0
Acquired from merger with Cibus Global, LLC		264
Accretion expense	15	9
Ending balance	$ 288	$ 273

COLLABORATION AGREEMENT - Schedule of Revenue Recognized in the Consolidated Statements of Operations Related to Collaboration Agreement (Details) - USD ($) $ in Thousands	12 Months Ended		19 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total revenue	$ 4,262	$ 1,817
Proctor & Gamble
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total revenue	$ 3,295	$ 1,247	$ 4,500

- Definition

+ References

+ Details

LEASES, COMMITMENTS, AND CONTINGENCIES - Schedule of Components of Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Finance lease costs	$ 175	$ 117
Operating lease costs	7,037	4,511
Total	$ 7,212	$ 4,628

CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Registered Direct Offering	At-The-Market Offering	Additional Paid-In Capital	Additional Paid-In Capital Registered Direct Offering	Additional Paid-In Capital At-The-Market Offering	Shares in Treasury	Accumulated Deficit	Accumulated Other Comprehensive Income	Class A Common Stock	Class A Common Stock Common Stock	Class A Common Stock Common Stock Registered Direct Offering	Class A Common Stock Common Stock At-The-Market Offering	Class B Common Stock	Class B Common Stock Common Stock
Beginning balance at Dec. 31, 2022	$ 0
Increase (Decrease) in Temporary Equity [Roll Forward]
Net loss	(70,012)
Redeemable noncontrolling interest resulting from merger with Cibus Global, LLC	138,685
Change in value of redeemable noncontrolling interest including issuance of common stock upon exchange of common units	(23,851)
Foreign currency translation adjustments	2
Ending balance at Dec. 31, 2023	44,824
Beginning balance (in shares) at Dec. 31, 2022											976,908				0
Beginning balance at Dec. 31, 2022	7,233			$ 220,422			$ (1,043)	$ (212,151)	$ 0		$ 5				$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(267,627)							(267,627)
Stock-based compensation	16,092			16,092
Issuance of common stock resulting from merger with Cibus Global, LLC (in shares)											15,508,202				4,642,636
Issuance of common stock resulting from merger with Cibus Global, LLC	634,751			634,748							$ 3
Issuance of common stock upon settlement of restricted stock awards and units (in shares)											508,486
Issuance of common stock from the ATM facility, net of offering expenses and registered direct offering, net (in shares)												2,106,723
Issuance of common stock from the ATM facility, net of offering expenses and registered offering, net		$ 18,589			$ 18,589
Shares withheld for minimum employee taxes withheld upon net share settlement of restricted stock units (in shares)											(32,663)
Shares withheld for payment of minimum employee taxes withheld upon net share settlement of restricted stock units	(742)						(742)
Redeemable noncontrolling interest resulting from merger with Cibus Global, LLC	(138,685)			(138,685)
Change in value of redeemable noncontrolling interest including issuance of common stock upon exchange of common units (in shares)											1,500,000				(1,500,000)
Change in value of redeemable noncontrolling interest including issuance of common stock upon exchange of common units	23,851			23,851
Foreign currency translation adjustments	8								8
Ending balance (in shares) at Dec. 31, 2023										20,567,656	20,567,656			3,142,636	3,142,636
Ending balance at Dec. 31, 2023	293,470			775,017			(1,785)	(479,778)	8		$ 8				$ 0
Increase (Decrease) in Temporary Equity [Roll Forward]
Net loss	(31,325)
Change in value of redeemable noncontrolling interest including issuance of common stock upon exchange of common units	(7,825)
Ending balance at Dec. 31, 2024	5,674
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(251,388)							(251,388)
Stock-based compensation	10,750			10,750
Issuance of common stock upon settlement of restricted stock awards and units (in shares)											399,454
Issuance of common stock from the ATM facility, net of offering expenses and registered direct offering, net (in shares)												4,587,993	974,727
Issuance of common stock from the ATM facility, net of offering expenses and registered offering, net		$ 14,786	$ 16,921		$ 14,786	$ 16,921
Shares withheld for minimum employee taxes withheld upon net share settlement of restricted stock units (in shares)											(12,514)
Shares withheld for payment of minimum employee taxes withheld upon net share settlement of restricted stock units	(214)						(214)
Change in value of redeemable noncontrolling interest including issuance of common stock upon exchange of common units (in shares)											1,421,707				(1,421,707)
Change in value of redeemable noncontrolling interest including issuance of common stock upon exchange of common units	7,825			7,824
Foreign currency translation adjustments	$ 7								7
Ending balance (in shares) at Dec. 31, 2024	29,659,952									27,939,023	27,939,023			1,720,929	1,720,929
Ending balance at Dec. 31, 2024	$ 92,157			$ 825,298			$ (1,999)	$ (731,166)	$ 15		$ 9				$ 0

NOTES PAYABLE - Schedule of Future Minimum Payments Under Notes Payable (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
2025	$ 481
2026	151
2027	89
2028	11
Notes Payable, Gross	732
Less: interest	(70)
Total	662
Current portion	436	$ 833
Noncurrent portion	226	$ 536
Financed Equipment
Debt Instrument [Line Items]
2025	351
2026	151
2027	89
2028	11
Notes Payable, Gross	602
Less: interest	(66)
Total	536
Current portion	310
Noncurrent portion	226
Insurance
Debt Instrument [Line Items]
2025	130
2026	0
2027	0
2028	0
Notes Payable, Gross	130
Less: interest	(4)
Total	126
Current portion	126
Noncurrent portion	$ 0

GOODWILL AND INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

Goodwill is as follows:


In Thousands	Goodwill






Balance as of December 31, 2023
Goodwill	585,266
Accumulated impairment losses	(150,368)
	434,898
Impairment	(181,432)
Balance as of December 31, 2024
Goodwill	585,266
Accumulated impairment losses	(331,800)
	$	253,466

Schedule of Intangible Assets

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


In Thousands	Gross Carrying Amount		Accumulated Amortization		Intangible Assets, Net

Developed technology	14,148		1,120		13,028
Trade name	22,230		1,760		20,470
Other	150		70		80
Total	$	36,528	$	2,950	$	33,578

Intangible assets as of December 31, 2023, were as follows:


In Thousands	Gross Carrying Amount		Accumulated Amortization		Intangible Assets, Net

Developed technology	14,148		413		13,735
Trade name	22,230		648		21,582
Other	150		56		94
Total	$	36,528	$	1,117	$	35,411

Schedule of Total Amortization Expense

Total amortization expense is as follows:


	Years Ended December 31,
In Thousands		2024		2023
Amortization expense		$	1,833	$	1,125

Schedule of Amortization Expense for the Next Five Years

As of December 31, 2024, amortization expense for each of the next five years is estimated as follows:


In Thousands	Amortization Expense

2025	$	1,833
2026	$	1,833
2027	$	1,833
2028	$	1,833
2029	$	1,833

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-2

+ Details

PROPERTY, PLANT, AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment, Net and Depreciation and Amortization Expense

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


		As of December 31,
In Thousands, except useful life	Useful Life (Years)	2024		2023
Property, plant, and equipment, net:
Buildings	10 - 20	$	900	$	900
Leasehold improvements	shorter of lease term or useful life	4,256		3,912
Office furniture and equipment	5 - 10	15,064		15,102
Office furniture and equipment under financing leases	3 - 7	—		373
Computer equipment and software	3 - 5	4,520		3,761
Assets in progress	N/A	216		704
Total property, plant, and equipment		24,956		24,752
Less accumulated depreciation and amortization		(13,517)		(8,977)
Total		$	11,439	$	15,775

Depreciation and amortization expense is as follows:


	Years Ended December 31,
In Thousands		2024		2023
Depreciation and amortization expense		$	4,918	$	3,568

Schedule of Changes in Asset Retirement Obligation

The following table presents the changes in the ARO:


In Thousands	Asset Retirement Obligations
Balance as of December 31, 2022	$	—

Acquired from merger with Cibus Global, LLC	264
Accretion expense	9
Balance as of December 31, 2023	273


Accretion expense	15
Balance as of December 31, 2024	$	288

INCOME TAXES

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES


	Years Ended December 31,
In Thousands	2024		2023
United States loss before income taxes	$	(280,080)	$	(225,222)
Foreign loss before income taxes	(2,604)		(112,421)
Loss before income taxes	$	(282,684)	$	(337,643)

The following table reconciles the United States statutory income tax rate to the Company’s effective income tax rate:


	Years Ended December 31,
	2024		2023
United States statutory rate	21.0	%	21.0	%
State tax, net of federal tax benefit	0.1	%	2.7	%
Loss attributable to redeemable noncontrolling interest	(2.3)	%	(4.4)	%
Stock-based compensation	(0.6)	%	(0.1)	%

Goodwill and intangible assets impairment	(12.0)	%	(7.3)	%
R&D credit	0.6	%	0.8	%
Unrecognized tax benefits	0.3	%	(0.6)	%
Warrants	0.6	%	(0.1)	%
§351 exchange	—	%	8.1	%
Investment in Cibus Global LLC	(10.4)	%	—	%
Change in state rate	(1.9)	%	3.1	%
Section 382 limitation	(3.0)	%	—	%
Other	(0.4)	%	(0.5)	%
Change in valuation allowance	8.0	%	(22.7)	%
Effective income tax rate	—	%	—	%

The difference between the United States statutory income tax rate and the Company’s effective income tax rate for the years ended December 31, 2024, and 2023 is primarily attributable to the effect of losses sustained which required a valuation allowance. For the year ended December 31, 2024, the valuation allowance decreased by $22.6 million. For the year ended December 31, 2023, the valuation allowance increased by $76.5 million.

Income tax provision for the years ended December 31, 2024, and 2023 consist of the following:


	Years Ended December 31,
In Thousands	2024		2023
Current:
Federal	$	—	$	—
State	—		—
Foreign	(29)		4
Total current	(29)		4
Deferred:
Federal	—		—
State	—		—
Foreign	—		—
Total deferred	—		—
Total income tax (expense) benefit	$	(29)	$	4

Deferred tax assets and liabilities consist of the following:


	December 31,
In Thousands	2024			2023
Net operating losses	$	70,097		$	60,257
Investment in Cibus Global, LLC	29,036			53,573
Stock-based compensation	—			3,367

Tax credit carry forwards	2,720			5,335
Capitalized R&D	1,979			1,698
Compensation	—			17
Fixed assets	—			2,062
Other	—			—
Gross deferred tax assets	103,832			126,309
Less valuation allowance	(103,742)			(126,309)
Net deferred tax assets	90			—


Other	(90)			—
Gross deferred tax liabilities	(90)		—	—
Net deferred tax asset or liability	$	—		$	—

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 described above 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 consolidated financial statements. Immaterial adjustments were made to the net deferred tax asset during the measurement period. There was no net impact to the financial statements due to the full valuation allowance.

As of December 31, 2024, the Company has $427.3 million of net operating loss carryforwards (NOLs). Of this amount, $130.9 million are state NOLs and $296.3 million are federal NOLs. The federal NOLs period is as follows: $250.3 million do not expire, but is subject to the 80 percent taxable income limitation and $46.0 million expire between 2026 and 2037. The state NOLs will expire between 2027 and 2044, with some amounts having indefinite carryover. The Company also has federal and state R&D credit carryovers of $2.1 million and $1.9 million, respectively, which will expire between 2028 and 2044.

Pursuant to Sections 382 and 383 of the Internal Revenue Code (IRC), annual use of the Company’s NOLs and R&D credit carryforwards may be limited in the event a cumulative change in ownership of more than 50 percent occurs within a three-year period.

Since the Company’s formation, the Company has raised capital through the issuance of capital stock, which on its own or combined with the purchasing stockholders’ subsequent disposition of those shares, may have resulted in such an ownership change, or could result in an ownership change.

Upon the occurrence of an ownership change under Section 382 as outlined above, utilization of the Company’s NOLs and R&D credit carryforwards are subject to an annual limitation, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, which could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the NOLs or R&D credit carryforwards before utilization. The Company has completed an analysis through December 31, 2023, and it was determined that the Company experienced an IRC 382 cumulative shift as of 5/31/2023, as a result of the Merger Transactions. The Company has reduced tax attributes by $8.5 million which represents the amount estimated to expire unused based on the IRC 382 limitation.

The Company completed an additional analysis through December 31, 2024, to determine if any additional cumulative shifts have occurred and concluded no Section 382 ownership change was identified in 2024. For financial statement purposes, the Company has included the federal and state NOLs and R&D credit in the schedule of deferred tax assets offset with a full valuation allowance. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created as a result of the additional analysis for 2024, will not impact the Company’s effective tax rate in the future.

The gross unrecognized tax benefits activity is as follows:


In Thousands	Gross Unrecognized Tax Benefits
Balance as of December 31, 2022	$	—

Increases related to current year positions	697
Increases related to prior year positions	1,209
Increases/decreases related to settlements	—
Lapse in statue of limitations	—
Balance as of December 31, 2023	1,906

Increases related to current year positions	343
Decreases related to prior year positions	(423)
Decreases related to IRC §382	(946)
Increases/decreases related to settlements	—
Lapse in statue of limitations	—
Balance as of December 31, 2024	$	880

The Company is subject to federal income taxes in the United States as well as various state and local jurisdictions, the United Kingdom, Netherlands, and Canada. The Company has reviewed its tax positions and concluded that no liability for uncertain tax positions is required as of December 31, 2024. The Company will classify any future interest and penalties as a component of income tax expense if incurred.

The Company does not expect the amount of uncertain tax positions to change significantly in the next 12 months. The Company’s major taxing jurisdictions are in the United States, at both the federal and state levels, the United Kingdom, Netherlands, and Canada. The number of years open for examination varies depending on the tax jurisdiction but are generally from three to five years.

During the years ended December 31, 2024, and 2023, there were 1,421,707 and 1,500,000, respectively, Up-C Units exchanged by Electing Members for 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 existed as of December 31, 2024.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
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-Section 50
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

PROPERTY, PLANT, AND EQUIPMENT, NET - Schedule of Depreciation and Amortization Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 4,918	$ 3,568

ROYALTY LIABILITY - RELATED PARTIES - Schedule of Royalty Liability (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Accrued Royalties [Roll Forward]
Beginning balance	$ 165,252
Interest expense recognized	34,190	$ 18,892
Ending balance	199,442	165,252
Management
Accrued Royalties [Roll Forward]
Beginning balance	165,252	0
Acquired from merger Cibus Global, LLC		146,360
Interest expense recognized	34,190	18,892
Ending balance	$ 199,442	$ 165,252

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK - Schedule of Estimated Fair Values of Common Warrants, and Assumptions Used for Black-Scholes Option Pricing Model (Details)	Dec. 31, 2024 yr	Dec. 31, 2023 yr
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Estimated fair value of common warrants per share		8.95
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions:		0.039
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions:		1.007
Expected term to liquidation (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions:		3.6
Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Estimated fair value of common warrants per share	0.39
Minimum \| Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions:	0.042
Minimum \| Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions:	1.110
Minimum \| Expected term to liquidation (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions:	2.6
Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Estimated fair value of common warrants per share	1.70
Maximum \| Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions:	0.043
Maximum \| Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions:	1.181
Maximum \| Expected term to liquidation (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions:	4.5

RELATED-PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2024

RELATED-PARTY TRANSACTIONS

ROYALTY LIABILITY - RELATED PARTIES

The Royalty Liability activity is as follows:


In Thousands	Royalty Liability - Related Parties
Balance as of December 31, 2022	$	—

Acquired from merger Cibus Global, LLC	146,360
Interest expense recognized	18,892
Balance as of December 31, 2023	$	165,252

Interest expense recognized	34,190
Balance as of December 31, 2024	$	199,442

RELATED-PARTY TRANSACTIONS

- Definition

+ References

+ Details

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedules of Concentration of Risk, by Risk Factor (Details) - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Revenue from Contract with Customer Benchmark \| Customer A
Product Information [Line Items]
Concentration risk, percentage	77.30%	68.60%
Revenue from Contract with Customer Benchmark \| Customer B
Product Information [Line Items]
Concentration risk, percentage	11.90%	16.00%
Accounts Receivable \| Customer A
Product Information [Line Items]
Concentration risk, percentage	87.00%	79.50%
Accounts Receivable \| Customer B
Product Information [Line Items]
Concentration risk, percentage	13.00%	20.40%

STOCKHOLDERS' EQUITY - Cibus Global Common Units (Details)	12 Months Ended
	Dec. 31, 2024 shares	Dec. 31, 2023 shares
Stockholders Equity [Line Items]
Common unit conversion ratio	1
Number of units exchanged (in shares)	1,421,707	1,500,000
Common units outstanding (in shares)	29,659,952
Cibus, Inc.
Stockholders Equity [Line Items]
Common units outstanding (in shares)	27,939,023
Electing Members
Stockholders Equity [Line Items]
Common units outstanding (in shares)	1,720,929

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESNature of Business and Organization

Cibus, Inc. (Cibus or the Company and formerly Calyxt, 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 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 December 31, 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	28,258,258	1,720,929	29,979,187
Outstanding	27,939,023	1,720,929	29,659,952

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 $282.7 million and cash used for operating activities was $58.0 million for the year ended December 31, 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 December 31, 2024, the Company had $14.4 million of cash and cash equivalents and $19.9 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 (and subject to the applicable baby shelf limitations described below), shares of the Company’s Class A Common Stock, having an aggregate offering price of up to $80.0 million (ATM Facility). During the year ended December 31, 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.

In January 2025, the Company issued 4,340,000 shares of its Class A Common Stock and, in lieu of Class A Common Stock to one of the Company’s then executive officers and other investors, pre-funded warrants (2025 Pre-Funded Warrants) to purchase 4,700,000 shares of Class A Common Stock both together with an accompanying common warrant (2025 Common Warrants) to purchase up to 4,340,000 shares of Class A Common Stock and 4,700,000 shares of Class A Common Stock, respectively, in a registered direct offering (January 2025 Follow-On Offering). The combined offering price for each share of Class A Common Stock and the accompanying 2025 Common Warrant was $2.50. The combined offering price for each 2025 Pre-Funded Warrant and the accompanying 2025 Common Warrant was $2.4999. The 2025 Common Warrants have an exercise price of $2.50 per share of Class A Common Stock and are only exercisable after the Company receives certain approvals from its stockholders. The 2025 Common Warrants will be exercisable for five years following the date of receipt of the stockholder approvals, subject to ownership limitations. The 2025 Pre-Funded Warrants are immediately exercisable until fully exercised at an exercise price of $0.0001 per share of Class A Common Stock, subject to ownership limitations. Through the date of this filing, the Company has received net proceeds related to the January 2025 Follow-On Offering of approximately $21.4 million after deducting approximately $1.2 million for the underwriting discounts and commissions and other offering expenses payable by the Company.

The Company has an effective shelf registration on Form S-3 on file with the SEC; however, amounts available under the shelf registration statement, including pursuant to the ATM Facility, are significantly limited because the Company’s public float is less than $75,000,000. Subject to Instruction I.B.6 to Form S-3, which is referred to as the “baby shelf” rules, for so long as the Company’s public float is less than $75,000,000, it may not use the Form S-3 to sell more than the equivalent of one-third of its public float during any 12 consecutive months pursuant to the baby shelf rules.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The 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.

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 headcount, 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, Cibus announced its restructuring initiative (Restructuring Initiative), which included a reduction in its workforce by approximately 26 full-time employees. The Company incurred a one-time cash expense of approximately $0.4 million 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 Restructuring Initiative was 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.

Basis of Presentation

Cibus, Inc. has prepared its consolidated financial statements in accordance with accounting principles generally accepted in the United States (U.S. GAAP or GAAP) and has included the accounts of Cibus, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the Company’s 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 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”).

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.

Accounts Receivable

Accounts receivable are recorded at the amounts billed relating to contracted research and development (R&D) services provided. The Company makes judgments as to its ability to collect outstanding receivables and provides an allowance for receivables when collection is doubtful. Accounts receivable are written off when management believes that all efforts to collect the amounts outstanding have been exhausted. The allowance for credit losses is estimated by management based on evaluations of its historical bad debt, current collection experience, and estimate of remaining collectability. Bad debt expense is recorded as necessary to maintain an appropriate level of allowance for credit losses in selling, general, and administrative (SG&A) expense in the accompanying consolidated statements of operations. Accounts receivable is presented net of allowance for credit losses which was $0 as of December 31, 2024, and 2023.

Property, Plant, and Equipment, net

Property, plant, and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation of buildings, lab equipment, furniture, and computer equipment and software is recorded using the straight-line method over the estimated useful lives of the respective assets, ranging from three to twenty years. Amortization of leasehold improvements are recorded using a straight-line method over the lesser of the estimated useful lives of the improvements or the remaining life of the lease. Expenditures which substantially increase the useful life of an asset, are capitalized. Expenditures for repairs and maintenance are expensed as incurred. Assets in progress include the construction of lab equipment and software to be used in the Company’s facility. The assets will be placed in service when the construction is completed and will be amortized over the useful life of the asset.

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

The Company evaluates long-lived assets and finite-lived intangible assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. The Company reviews the recoverability of the net book value of long-lived assets and finite-lived intangible assets whenever events and circumstances indicate that the net book value of an asset may not be recoverable from the estimated undiscounted future cash flows expected to result from its use and eventual disposition (Triggering Event). In cases where a Triggering Event occurs and undiscounted expected future cash flows are less than the net book value, the Company recognizes an impairment loss equal to an amount by which the net book value exceeds the fair value of the asset. During the 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 years ended December 31, 2024, and 2023.

Goodwill and Acquired Intangible Assets

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.

Acquired in-process R&D indefinite-lived intangible assets and developed technology and trade names finite-lived intangible assets are related to the Merger Transactions. Acquired finite-lived intangible assets are amortized on a straight-line basis over the estimated period over which the Company expects to realize economic value related to the intangible assets. In-process R&D indefinite-lived intangible assets are not amortized until they are determined to be ready for their intended use. The acquired in-process R&D indefinite-lived intangible assets will be tested for impairment annually, or more frequently, if an impairment indicator is identified. The Company evaluates the carrying value of indefinite-lived intangible assets for impairment annually as of November 1 each year. During the year ended December 31, 2023, the Company impaired all of the in-process R&D indefinite-lived intangible assets acquired in connection with the Merger Transactions with Cibus Global. As such, there was no longer a carrying value for the Company’s in-process R&D indefinite-lived intangible assets as of December 31, 2023.

in the fourth quarter of 2023, the Company concluded it was more likely than not that the carrying values of its reporting unit and in-process R&D indefinite-lived intangible assets exceeded their fair values. The Company performed a quantitative analysis and concluded that the carrying values of its in-process R&D indefinite-lived intangible assets and its reporting unit both exceeded their fair values. Management makes critical assumptions and estimates in completing impairment assessments of goodwill and indefinite-lived intangible assets. The Company utilized the discounted cash flow method to calculate the fair value for its goodwill and the multi-period excess earnings method to calculate the fair value of its indefinite-lived intangible assets. 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 based upon its strategic realignment announced in the fourth quarter of 2023, including a range of outcomes, along with a long-term growth rate of 3 percent and a range of discount rates between 29 percent and 32 percent. The Company determined its goodwill and in-process R&D indefinite-lived intangible assets were impaired by $150.4 million and $99.0 million, respectively, for the year ended December 31, 2023, which was recorded in the accompanying consolidated statements of operations.

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, which was recorded during the third quarter of 2024 in the accompanying consolidated statements of operations.

The Company began its annual impairment test by performing the step zero qualitative assessment. Based on its assessment of qualitative factors since its last review on September 30, 2024, the Company concluded it was not more likely than not that the carrying values of its reporting unit exceeded its fair value.

Leases

The Company determines if an arrangement is or contains a lease at inception. For leases with a term greater than one year, lease ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company excludes short-term leases, if any, having initial terms of 12 months or less at lease commencement as an accounting policy election. In determining the net present value of lease payments, the Company uses its incremental borrowing rate, which represents an estimated rate of interest that the Company would have to pay to borrow equivalent funds on a collateralized basis, at the lease commencement date. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the consolidated statements of operations. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space leased by the Company. The Company has elected the practical expedient to not separate between lease and non-lease components.

Asset Retirement Obligation

The Company records an asset retirement obligation (ARO) for the estimated cost of removing constructed leasehold improvement assets and restoring the leased premises back to their original condition, at the time when the contractual obligations are incurred. The ARO represents the present value of the expected cost for the related restoration activities. The ARO assets and liabilities are recorded in property, plant, and equipment, net and other current liabilities, respectively, in the Company’s consolidated balance sheets. The Company records accretion expense, which represents the increase in the ARO, over the remaining or operational life of the associated leasehold improvements. Accretion expense is recorded as R&D expense in the consolidated statements of operations using an accretion rate based on the credit adjusted risk-free interest rate. Changes resulting from revisions to the timing or amount of the original estimate of cash flows are recognized as an increase or a decrease in the asset retirement cost or income when the asset retirement cost is depleted.

The following table represents the deferred revenue activity for the year ended December 31, 2024:


In Thousands	Deferred Revenue
Balance as of December 31, 2023	$	1,210
Consideration earned	(4,262)
Consideration received	3,984
Balance as of December 31, 2024	$	932

For the year ended December 31, 2024, all of the deferred revenue balance as of December 31, 2023, was recognized as revenue in the accompanying consolidated statements of operations.

The following table represents the deferred revenue activity for the year ended December 31, 2023:


In Thousands	Deferred Revenue
Balance as of December 31, 2022	$	107
Acquired from merger with Cibus Global, LLC	1,186
Consideration earned	(1,817)
Consideration received	1,734
Balance as of December 31, 2023	$	1,210

For the year ended December 31, 2023, all of the deferred revenue balance as of December 31, 2022, was recognized as revenue in the accompanying consolidated statements of operations.

Selling, General, and Administrative Expenses

Research and Development Expenses

Royalty Liability – Related Parties

See Note 11 for further details.

Stock-Based Compensation

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

Prior to the fourth quarter of 2024, the Company estimated its future stock price volatility using a weighted average historical volatility which took into consideration the Company’s historical volatility and historical volatility from a group of guideline companies, over the expected term of the option. This was due to the Company’s limited history of 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 used data from other comparable public companies, an alternative calculation method allowed by GAAP.

Beginning in the fourth quarter of 2024, the Company determined it had 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 began using its own historical stock price volatility, over the expected term of the option.

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.

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 R&D and SG&A expenses in the Company’s consolidated statements of operations.

Non-Operating Income (Expense), Net

Non-operating income (expense), net is income or expense that is not directly related to ongoing operations and is primarily comprised of gains and losses from the measurement of fair value of the Common Warrants to purchase Class A Common Stock and foreign exchange transactions.

Income Taxes

The Company is the sole managing member of Cibus Global and, as a result, consolidates the financial results of Cibus Global in the consolidated financial statements. Cibus Global is a pass-through entity for United States federal and most applicable state and local income tax purposes following the Merger Transactions. As an entity classified as a partnership for tax purposes, Cibus Global is not subject to United States federal and certain state and local income taxes. Any taxable income or loss generated by Cibus Global is passed through to, and included in, the taxable income or loss of its holders of Cibus Common Units, including Cibus. The Company is taxed as a corporation and pays corporate federal, state, and local taxes with respect to income allocated from Cibus Global, based on the Company’s 88.9 percent economic interest in Cibus Global.

Current income taxes are recorded based on statutory obligations for the current operating period for the jurisdictions in which the Company has operations.

Deferred taxes are provided on an asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when the Company believes it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

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 7 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 December 31, 2024. The 2023 Pre-Funded Warrants are considered equity instruments and are reported in stockholders’ equity in the Company’s consolidated balance sheets. The weighted average shares of Class A Common Stock outstanding includes 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 years ended December 31, 2024, and 2023:


	Years Ended December 31,
In Thousands, Except Share and Per Share Amounts		2024		2023
Numerator:
Net loss attributable to Cibus, Inc.		$	(251,388)	$	(267,627)
Denominator:
Weighted average shares of Class A common stock outstanding		23,172,256		10,264,554
Effect of pre-funded warrants		50,000		50,000
Weighted average shares of Class A common stock outstanding – basic and diluted		23,222,256		10,314,554
Basic and diluted net loss per share of Class A common stock		$	(10.83)	$	(25.95)

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 December 31,
	2024	2023
Stock options outstanding	572,264	109,521
Unvested restricted stock units	779,861	147,222

Unvested restricted stock awards	274,058	640,060
Common warrants	1,456,523	158,483
Total	3,082,706	1,055,286

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 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 7. The Common Warrants included in the table above include 1,298,040 outstanding 2024 Common Warrants which, at the time of issuance, were immediately exercisable at an exercise price of $10.00 per share (or $10.07 per share, in the case of 2024 Common Warrants issued to one of the Company’s then executive officers) until fully exercised, subject to ownership limitations, and are set to expire five years after their date of issuance. The 2024 Common Warrants are recorded as a liability in the Company’s 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 consolidated statements of operations.

Foreign Currency

The accompanying consolidated financial statements are presented in United States dollars (USD) as the reporting currency. For those foreign subsidiaries where the Company has determined that the functional currency is the entity’s local currency, the assets and liabilities of such subsidiaries are translated into USD using exchange rates in effect at the balance sheet date. The revenue and expenses of such subsidiaries are translated into USD using average exchange rates in effect during the reporting period. Any translation adjustments are presented as accumulated other comprehensive income (loss), within stockholders’ equity in the accompanying consolidated statements of redeemable noncontrolling interest and stockholders’ equity. Foreign currency transaction gains and losses are included in non-operating income (expense), net within the accompanying consolidated statements of operations and were immaterial for all periods presented.

Significant expenses are amounts that are regularly provided to the CODM and included in consolidated net income (loss), the Company’s primary measure of its single segment’s profit or loss.

Segment financial information used by the CODM to assess segment performance and make decisions about resource allocation was as follows:


	Years Ended December 31,
In Thousands	2024		2023
Revenue	$	4,262	$	1,817
Less:
Personnel expenses	29,024		24,033
Professional fees	11,363		9,939
Stock-based Compensation	10,750		16,092
Goodwill and intangible assets impairment	181,432		249,419
Other segment expenses (1)	30,089		21,217
Total operating expenses	262,658		320,700
Loss from operations	(258,396)		(318,883)
Royalty liability interest expense - related parties	(34,190)		(18,892)
Other interest income, net	631		527
Non-operating income (expense), net	9,271		(395)
Income tax (expense) benefit	(29)		4
Total segment loss	$	(282,713)	$	(337,639)

_______________________________________

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


	Years Ended December 31,
Concentration of revenue greater than 10% of total company revenues	2024		2023
Customer A	77.3	%	68.6	%
Customer B	11.9	%	16.0	%

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


	Years Ended December 31,
Concentration of accounts receivable greater than 10% of the total accounts receivable balance	2024		2023
Customer A	87.0	%	79.5	%
Customer B	13.0	%	20.4	%

STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

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 December 31, 2024, 874,607 shares were available for grant in the form of stock options, restricted stock, RSUs, and PSUs under the 2017 Plan. Stock-based awards currently outstanding also include awards granted under the 2014 Plan. No further awards are available for grant or will be granted under the 2014 Plan.

Stock Options

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


	Years Ended December 31,
	2024		2023
Weighted average fair value of stock options granted	$	5.31	$	—
Assumptions:
Risk-free interest rate	4.2% - 4.5%		—		%
Expected volatility	99.8% - 109.3%		—		%
Expected term (in years)	5.0 - 6.0		—

Option strike prices are set at 100 percent or more of the closing share price on the date of grant and generally vest over three 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	—	—		463,129	6.50
Vested	18,854	36.56		—	—
Exercised	—	—		—	—
Expired	(368)	185.50		(368)	185.50
Forfeited	—	—		(18)	227.00
Balance as of December 31, 2024	127,267	$	316.92	572,264	$	75.44

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


	Years Ended December 31,
In Thousands		2024		2023
Stock-based compensation expense		$	521	$	1,847

As of December 31, 2024, options outstanding had no aggregate intrinsic value and a weighted average remaining contractual term of 8.4 years. As of December 31, 2024, options exercisable had no aggregate intrinsic value and a weighted average remaining contractual term of 3.5 years.

As of December 31, 2024, unrecognized compensation expense related to non-vested stock options was $2.0 million which has a weighted average remaining recognition period of 2.7 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.

Modification of RSAs

The award agreements for RSAs issued at the closing of the Merger Transactions stated that any unvested awards were to be forfeited upon termination, however, on October 16, 2024, the Board of Directors of Cibus approved, as part of a reduction if force, the modification of the award terms of outstanding RSAs related to nine grantees and 55,628 shares upon the terminated employee agreeing to a separation agreement. Incremental stock compensation expense of $0.3 million was determined for all modified awards, which was recognized during the year ended December 31, 2024.

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	(362,978)	31.50
Forfeited	(3,024)	31.50
Unvested balance as of December 31, 2024	274,058	$	31.50

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


	Years Ended December 31,
In Thousands		2024		2023
Fair value of shares vested		$	3,738	$	5,361

There were no RSAs granted during the year ended December 31, 2024. The weighted average grant date fair value of RSAs granted during the year ended December 31, 2023, was $31.50.

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


	Years Ended December 31,
In Thousands		2024		2023
Stock-based compensation expense		$	9,495	$	11,497

As of December 31, 2024, unrecognized compensation expense related to RSAs was $8.6 million which has a weighted average remaining recognition period of 1.7 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	729,339	6.90
Vested	(36,476)	18.46
Forfeited	(60,224)	18.15
Unvested balance as of December 31, 2024	779,861	$	7.62

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


	Years Ended December 31,
In Thousands		2024		2023
Fair value of shares vested		$	629	$	2,126

The weighted average grant date fair value of RSUs granted during the year ended December 31, 2024, was $6.90. The weighted average grant date fair value of RSUs granted during the year ended December 31, 2023, was $19.02.

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


	Years Ended December 31,
In Thousands		2024		2023
Stock-based compensation expense		$	734	$	3,018

As of December 31, 2024, unrecognized compensation expense related to RSUs was $5.3 million which has a weighted average remaining recognition period of 3.5 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:


	Years Ended December 31,
In Thousands		2024		2023
Fair value of shares vested		$	—	$	1,005

There were no PSUs granted during the year ended December 31, 2024. The weighted average grant date fair value of PSUs granted during the year ended December 31, 2023, was $25.65.

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


	Years Ended December 31,
In Thousands		2024		2023
Stock-based compensation benefit		$	—	$	(270)

As of December 31, 2024, there is no unrecognized compensation expense related to PSUs as there are no outstanding PSUs.

GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 36,528	$ 36,528
Accumulated Amortization	2,950	1,117
Intangible Assets, Net	33,578	35,411
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	14,148	14,148
Accumulated Amortization	1,120	413
Intangible Assets, Net	13,028	13,735
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	22,230	22,230
Accumulated Amortization	1,760	648
Intangible Assets, Net	20,470	21,582
Other
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	150	150
Accumulated Amortization	70	56
Intangible Assets, Net	$ 80	$ 94

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

INCOME TAXES - Narrative (Details) - USD ($)	12 Months Ended
INCOME TAXES - Narrative (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Valuation allowance, increase (decrease)	$ (22,600,000)	$ 76,500,000
Income tax operating loss carryforwards	427,300,000
Income tax operating loss carryforwards not subject to expiration	250,300,000
Income tax operating loss carryforwards, subject to expiration	46,000,000.0
Tax attribute decrease due to section 382 limitation	8,500,000
Unrecognized tax positions	$ 880,000	$ 1,906,000	$ 0
Number of units exchanged (in shares)	1,421,707	1,500,000
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Income tax operating loss carryforwards	$ 130,900,000
State and Local Jurisdiction \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax credit carryovers	1,900,000
Domestic Tax Authority
Operating Loss Carryforwards [Line Items]
Income tax operating loss carryforwards	296,300,000
Domestic Tax Authority \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax credit carryovers	2,100,000
Foreign Tax Authority
Operating Loss Carryforwards [Line Items]
Unrecognized tax positions	$ 0
Cibus Global
Operating Loss Carryforwards [Line Items]
Ownership, economic interest (as percent)	88.90%

LEASES, COMMITMENTS, AND CONTINGENCIES - Schedule of Non-Cancellable Operating Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Jun. 30, 2024	Dec. 31, 2023
Operating Leased Assets [Line Items]
Right-of-Use-Asset	$ 33,254		$ 21,685
Roseville, Minnesota lease
Operating Leased Assets [Line Items]
Remaining Term (years)	13 years 3 months 18 days		14 years 3 months 18 days
Right-of-Use-Asset	$ 12,589		$ 13,117
San Diego, California laboratory lease
Operating Leased Assets [Line Items]
Remaining Term (years)	8 months 12 days		1 year 8 months 12 days
Right-of-Use-Asset	$ 1,402		$ 3,377
San Diego, California headquarters lease
Operating Leased Assets [Line Items]
Remaining Term (years)	8 years 3 months 18 days		1 year 4 months 24 days
Right-of-Use-Asset	$ 17,723	$ 16,400	$ 3,178
San Diego, California greenhouse lease
Operating Leased Assets [Line Items]
Remaining Term (years)	3 years 8 months 12 days		4 years 8 months 12 days
Right-of-Use-Asset	$ 1,204		$ 1,475
Other leases
Operating Leased Assets [Line Items]
Right-of-Use-Asset	$ 336		$ 538
Other leases \| Minimum
Operating Leased Assets [Line Items]
Remaining Term (years)	1 year		1 year
Other leases \| Maximum
Operating Leased Assets [Line Items]
Remaining Term (years)	2 years 1 month 6 days		3 years

NOTES PAYABLE - Narrative (Details) - Notes Payable	12 Months Ended
NOTES PAYABLE - Narrative (Details) - Notes Payable	Dec. 31, 2024
Financed Equipment
Debt Instrument [Line Items]
Debt instrument, weighted average remaining term (in years)	2 years
Financed Equipment \| Minimum
Debt Instrument [Line Items]
Debt instrument, interest rate (as percent)	7.30%
Financed Equipment \| Maximum
Debt Instrument [Line Items]
Debt instrument, interest rate (as percent)	15.10%
Insurance
Debt Instrument [Line Items]
Debt instrument, weighted average remaining term (in years)	7 months 6 days
Insurance \| Minimum
Debt Instrument [Line Items]
Debt instrument, interest rate (as percent)	8.40%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK (Tables)

12 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

Schedule of Financial Instruments Measured at Fair Value and their Levels in Fair Value Hierarchy

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


	December 31, 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)	$	1,058	$	—	$	—	$	1,058	$	7,015	$	—	$	—	$	7,015
Total	$	1,058	$	—	$	—	$	1,058	$	7,015	$	—	$	—	$	7,015

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


	December 31, 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	$	—	$	—	$	2,268	$	2,268	$	—	$	—	$	1,418	$	1,418
Total	$	—	$	—	$	2,268	$	2,268	$	—	$	—	$	1,418	$	1,418

Schedule of Common Warrants Activity

The following table summarizes the Common Warrants activity for the year ended December 31, 2024:


In Thousands	Level 3 Fair Value of Liabilities
Balance as of December 31, 2023	$	1,418
Issued	10,151
Change in fair value	(9,301)
Balance as of December 31, 2024	$	2,268

The following table summarizes the Common Warrants activity for the year ended December 31, 2023:


In Thousands	Level 3 Fair Value of Liabilities
Balance as of December 31, 2022	$	291
Change in fair value	1,127
Balance as of December 31, 2023	$	1,418

Schedule of Estimated Fair Values of Common Warrants, and Assumptions Used for Black-Scholes Option Pricing Model

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


	As of December 31,
	2024	2023
Estimated fair value of common warrants per share	$0.39 - $1.70	$	8.95
Assumptions:
Risk-free interest rate	4.2% - 4.3%	3.9		%
Expected volatility	111.0% - 118.1%	100.7		%
Expected term to liquidation (in years)	2.6 - 4.5	3.6

RELATED-PARTY TRANSACTIONS (Details) - Cellectis - Lease Guarantee - Related Party - USD ($)	1 Months Ended
	Oct. 31, 2022	Dec. 31, 2024
Related Party Transaction [Line Items]
Threshold amount in which the lease will terminate at the end of the second consecutive calendar year in which the Company’s tangible net worth exceeds		$ 300,000,000
Threshold percentage of minimum ownership in outstanding common stock to enact indemnification agreement	50.00%