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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2026;
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from_________to_________
Commission file number 001-38161
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Cibus, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware |
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27-1967997 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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6455 Nancy Ridge Drive
San Diego, CA
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92121 |
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(Zip Code) |
(858) 450-0008
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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Securities registered pursuant to Section 12(b) of the Act.
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Trading
Symbol(s)
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Name of each exchange
on which registered
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| Class A Common Stock, $0.0001 par value per share |
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CBUS |
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The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
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| Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No
As of August 7, 2026, there were 76,428,964 shares of the registrant’s Class A Common Stock, $0.0001 par value per share (Class A Common Stock) outstanding (excluding 34,126 restricted shares of Class A Common Stock, which remain subject to vesting), and no shares of the registrant’s Class B Common Stock, $0.0001 par value per share, outstanding.
Terms
When the terms “Cibus,” the “Company” or “its” are used in this Quarterly Report on Form 10-Q, unless the context otherwise requires, those terms are being used to refer to Cibus, Inc. and its consolidated subsidiaries. When the term “Cibus Global” is used, it is being used to refer to Cibus Global, LLC, a direct, wholly-owned subsidiary of the Company.
The Company owns or has the right to use the trademarks, service marks, and trade names that it uses in conjunction with the operation of its business. Some of the more important marks and names that it owns or has rights to use that may appear in this Quarterly Report on Form 10-Q include: “Cibus®,” “RTDS®,” “Rapid Trait Development SystemTM,” “Trait MachineTM,” and “Future of BreedingTM.” This Quarterly Report on Form 10-Q may also contain additional trade names, trademarks, and service marks belonging to other companies. The Company does not intend its use or display of other parties’ trademarks, trade names, or service marks to imply, and such use or display should not be construed to imply a relationship with, or endorsement or sponsorship of these other parties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the Securities Act) and the rules and regulations promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act) and the rules and regulations promulgated thereunder. The Company may also make forward-looking statements in other reports filed with the Securities and Exchange Commission (SEC), in materials delivered to stockholders, and in press releases. In addition, the Company’s representatives may from time-to-time make oral forward-looking statements.
The Company has made these forward-looking statements in reliance on the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, level of activity, performance or achievements. In some cases, you can identify these statements by forward-looking words such as “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “predicts,” “projects,” “scheduled,” “should,” “targets,” “will,” “would,” or the negative of these terms and other similar terminology. Forward-looking statements in this Quarterly Report on Form 10-Q include statements about the Company’s future financial performance, including its liquidity and capital resources, cost saving initiatives and their impact on annual cash burn rates, cash runway, and its ability to continue as a going concern; the advancement, timing and progress of the Company’s platform development and trait development in crop platforms; the ability to obtain partner funding to support its non-Rice productivity trait portfolio; the anticipated timing for the presentation of data related to trait development and other operational activities; the timeframes for transferring traits in customers’ elite germplasm; the ability to implement commercial agreements with potential customers, the timeframe for commercialization of germplasm with the Company’s traits by seed company customers and the integration of Cibus technology into customer pipelines; the timing for, and degree of, adoption by farmers of germplasm with the Company’s traits following commercialization; the capacity of the Company’s productivity traits to deliver competitive yield improvements; the ability of gene editing to address climate change at scale; the timing and nature of regulatory developments relating to gene editing; the market opportunity for the Company’s plant traits, including the number of addressable acres, and the trait fees that the Company expects to receive; and the Company’s ability to enter into and maintain significant collaborations and commercial relationships. These and other forward-looking statements are predictions and projections about future events and trends based on the Company’s current expectations, objectives, and intentions and are premised on current assumptions. The Company’s actual results, level of activity, performance, or achievements could be materially different than those expressed, implied, or anticipated by forward-looking statements due to a variety of factors, including, but not limited to: the Company’s need for additional near-term funding to finance its activities and challenges in obtaining additional capital on acceptable terms, or at all; changes in expected or existing competition; challenges to the Company’s
intellectual property protection and unexpected costs associated with defending intellectual property rights; increased or unanticipated time and resources required for the Company’s development efforts for its priority opportunities in Rice and biofragrance products and sustainable ingredients; the Company’s reliance on third parties in connection with its development activities and for commercialization; challenges associated with the Company’s ability to effectively license its productivity traits and sustainable ingredient products; the risk that farmers do not recognize the value in germplasm containing the Company’s traits or that farmers and processors fail to work effectively with crops containing the Company’s traits; delays or disruptions in the Company’s platform or trait product development efforts; the inability to identify partners to fund the Company’s non-Rice productivity trait portfolio; challenges that arise in respect of the Company’s production of high-quality plants and seeds cost effectively on a large scale; the Company’s dependence on distributions from Cibus Global to pay taxes and cover its corporate and overhead expenses; regulatory developments that disfavor or impose significant burdens on gene editing processes or products; delays and uncertainties regarding regulatory developments in the European Union; the Company’s ability to achieve commercial success or to effectively negotiate commercial agreements; commodity prices and other market risks facing the agricultural sector; technological developments that could render the Company’s technologies obsolete; impacts of the Company’s headcount reductions and other cost reduction measures, which may include operational and strategic challenges, and the potential for additional cost reduction measures; changes in macroeconomic and market conditions, including inflation, supply chain constraints, and rising interest rates, and economic volatility and uncertainty arising from dynamic trade policies, including tariffs and retaliatory tariffs, and market reactions to such policies; dislocations in the capital markets and challenges in accessing liquidity and the impact of such liquidity challenges on the Company’s ability to execute on its business plan; the Company’s assessment of the period of time through which its financial resources will be adequate to support operations; and the risks and uncertainties described in “Item 1A. Risk Factors,” in the Company’s Annual Report on Form 10-K, which was filed with the SEC on March 17, 2026, or as they may be updated or supplemented from time-to-time in the Company’s subsequent reports on Forms 10-Q and 8-K filed with the SEC. The foregoing factors should be considered an integral part of “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Investors are cautioned not to place undue reliance on any forward-looking statements.
Any forward-looking statements made by the Company in this Quarterly Report on Form 10-Q are based only on currently available information and speak only as of the date hereof. Except as otherwise required by securities and other applicable laws, the Company does not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change.
Market Data
This Quarterly Report on Form 10-Q contains market data and industry statistics and forecasts that are based on independent industry publications, other publicly available information, and the Company’s internal sources and estimates (including, its knowledge of, and experience to date in, the potential markets for its products). Although the Company believes that third party sources are reliable, it does not guarantee the accuracy or completeness of the information extracted from these sources, and the Company has not independently verified such information. Similarly, while the Company believes its management estimates to be reasonable, they have not been verified by any independent sources. The market and industry data and estimates presented in this Quarterly Report on Form 10-Q involve risks and uncertainties and are subject to change based on various factors, including those discussed in the section entitled “Item 1A. Risk Factors” in the Annual Report and other subsequent reports on Forms 10-Q and 8-K filed with the SEC. Forecasts and other forward-looking estimates about the Company’s industry or performance within its industry are subject to the risks and uncertainties regarding forward-looking statements described under the caption “Cautionary Note Regarding Forward-Looking Statements.” Accordingly, results could differ materially from those expressed in the estimates made by the independent parties and by the Company, and investors should not place undue reliance on this information.
Website Disclosure
The Company uses its website (www.cibus.com), its corporate X account (formerly Twitter) (@CibusGlobal), and its corporate LinkedIn account (https://www.linkedin.com/company/cibus-global) as routine channels of distribution of company information, including press releases, analyst presentations, and supplemental financial information, as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor its website and its corporate X and LinkedIn accounts in addition to following press releases, filings with the SEC, and public conference calls and webcasts.
Additionally, the Company provides notifications of announcements as part of its website. Investors and others can receive notifications of new press releases posted on the Company’s website by signing up for email alerts.
None of the information provided on the Company’s website, in its press releases or public conference calls and webcasts, or through social media is incorporated into, or deemed to be a part of, this Quarterly Report on Form 10-Q or in any other report or document it files with the SEC unless such document specifically states otherwise, and any references to its website or its corporate X and LinkedIn accounts are intended to be inactive textual references only.
Implications of Being a Smaller Reporting Company
Cibus is a “smaller reporting company” as defined in the Exchange Act. Cibus may continue to be a smaller reporting company even though it no longer qualifies as an “emerging growth company.” As a smaller reporting company, Cibus is exempt from the auditor
attestation requirements of the Sarbanes-Oxley Act of 2002 and may also take advantage of certain scaled disclosure accommodations. Cibus will remain a smaller reporting company until the fiscal year following the determination that its common stock held by non-affiliates is $250 million or more (measured on the last business day of Cibus’ second fiscal quarter) or Cibus’ annual revenues are $100 million or more during the most recently completed fiscal year and Cibus’ common stock held by non-affiliates is $700 million or more (measured on the last business day of Cibus’ second fiscal quarter).
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
CIBUS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited and in Thousands, Except Par Value and Share Amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2026 |
|
December 31, 2025 |
| Assets |
|
|
|
| Current assets: |
|
|
|
| Cash and cash equivalents |
$ |
20,429
|
|
|
$ |
9,923 |
|
| Accounts receivable |
838
|
|
|
503 |
|
| Prepaid expenses and other current assets |
2,189
|
|
|
1,643 |
|
| Total current assets |
23,456
|
|
|
12,069 |
|
| Property, plant, and equipment, net |
4,919
|
|
|
6,300 |
|
| Operating lease right-of-use assets |
21,015
|
|
|
21,557 |
|
| Intangible assets, net |
30,770
|
|
|
31,679 |
|
| Goodwill |
232,516
|
|
|
232,516 |
|
| Other non-current assets |
771
|
|
|
926 |
|
| Total assets |
$ |
313,447
|
|
|
$ |
305,047 |
|
| Liabilities and stockholders’ equity |
|
|
|
| Current liabilities: |
|
|
|
| Accounts payable |
$ |
5,612
|
|
|
$ |
8,070 |
|
| Accrued expenses |
1,893
|
|
|
1,946 |
|
| Accrued compensation |
2,606
|
|
|
3,061 |
|
|
|
|
|
| Deferred revenue |
627
|
|
|
536 |
|
| Current portion of notes payable |
812
|
|
|
435 |
|
|
|
|
|
| Current portion of operating lease obligations |
2,859
|
|
|
2,731 |
|
| Class A common stock warrants |
38
|
|
|
79 |
|
|
|
|
|
| Total current liabilities |
14,447
|
|
|
16,858 |
|
| Notes payable, net of current portion |
53
|
|
|
93 |
|
|
|
|
|
| Operating lease obligations, net of current portion |
29,018
|
|
|
29,783 |
|
| Royalty liability - related parties |
253,519
|
|
|
234,923 |
|
| Other non-current liabilities |
1,608
|
|
|
1,561 |
|
| Total liabilities |
298,645
|
|
|
283,218 |
|
| Commitments and contingencies (See Note 8) |
|
|
|
|
|
|
|
| Stockholders’ equity: |
|
|
|
Class A common stock, $0.0001 par value; 210,000,000 shares authorized; 76,712,407 shares issued and 76,423,033 shares outstanding as of June 30, 2026, and 54,604,232 shares issued and 54,325,852 shares outstanding as of December 31, 2025 |
13
|
|
|
11 |
|
Class B common stock, $0.0001 par value; 90,000,000 shares authorized; no shares issued and outstanding as of June 30, 2026, and December 31, 2025 |
—
|
|
|
— |
|
| Additional paid-in capital |
918,639
|
|
|
882,171 |
|
Class A common stock in treasury, at cost; 249,317 shares as of June 30, 2026, and 193,195 shares as of December 31, 2025 |
(2,256) |
|
|
(2,141) |
|
| Accumulated deficit |
(901,618) |
|
|
(858,251) |
|
| Accumulated other comprehensive income |
24
|
|
|
39 |
|
|
|
|
|
|
|
|
|
| Total stockholders’ equity |
14,802
|
|
|
21,829 |
|
| Total liabilities and stockholders’ equity |
$ |
313,447
|
|
|
$ |
305,047 |
|
See accompanying notes to these condensed consolidated financial statements.
CIBUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited and in Thousands, Except Share and Per Share Amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
| Revenue: |
|
|
|
|
|
|
|
| Revenue |
$ |
994
|
|
|
$ |
933 |
|
|
$ |
2,675
|
|
|
$ |
1,967 |
|
| Total revenue |
994
|
|
|
933 |
|
|
2,675
|
|
|
1,967 |
|
| Operating expenses: |
|
|
|
|
|
|
|
| Research and development |
8,506
|
|
|
12,228 |
|
|
17,223
|
|
|
24,027 |
|
| Selling, general, and administrative |
5,413
|
|
|
6,651 |
|
|
10,497
|
|
|
16,507 |
|
| Goodwill impairment |
—
|
|
|
— |
|
|
—
|
|
|
20,950 |
|
|
|
|
|
|
|
|
|
| Total operating expenses |
13,919
|
|
|
18,879 |
|
|
27,720
|
|
|
61,484 |
|
| Loss from operations |
(12,925) |
|
|
(17,946) |
|
|
(25,045) |
|
|
(59,517) |
|
| Royalty liability interest expense - related parties |
(9,475) |
|
|
(8,668) |
|
|
(18,596) |
|
|
(17,045) |
|
| Other interest income, net |
111
|
|
|
106 |
|
|
139
|
|
|
225 |
|
| Non-operating income (expense), net |
150
|
|
|
(23) |
|
|
148
|
|
|
416 |
|
| Loss before income taxes |
(22,139) |
|
|
(26,531) |
|
|
(43,354) |
|
|
(75,921) |
|
| Income tax expense |
(6) |
|
|
(27) |
|
|
(13) |
|
|
(29) |
|
| Net loss |
$ |
(22,145) |
|
|
$ |
(26,558) |
|
|
$ |
(43,367) |
|
|
$ |
(75,950) |
|
| Net loss attributable to noncontrolling interest |
—
|
|
|
(1,186) |
|
|
—
|
|
|
(3,692) |
|
| Net loss attributable to Cibus, Inc. stockholders |
$ |
(22,145) |
|
|
$ |
(25,372) |
|
|
$ |
(43,367) |
|
|
$ |
(72,258) |
|
| Basic and diluted net loss per share of Class A common stock |
$ |
(0.29) |
|
|
$ |
(0.61) |
|
|
$ |
(0.61) |
|
|
$ |
(1.88) |
|
| Weighted average shares of Class A common stock outstanding – basic and diluted |
76,755,936 |
|
41,618,893 |
|
71,011,006 |
|
38,353,931 |
See accompanying notes to these condensed consolidated financial statements.
CIBUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited and in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
| Net loss |
$ |
(22,145) |
|
|
$ |
(26,558) |
|
|
$ |
(43,367) |
|
|
$ |
(75,950) |
|
| Foreign currency translation adjustments |
(1) |
|
|
16 |
|
|
(15) |
|
|
29 |
|
| Comprehensive loss |
(22,146) |
|
|
(26,542) |
|
|
(43,382) |
|
|
(75,921) |
|
| Comprehensive loss attributable to noncontrolling interest |
—
|
|
|
(1,186) |
|
|
—
|
|
|
(3,691) |
|
| Comprehensive loss attributable to Cibus, Inc. stockholders |
$ |
(22,146) |
|
|
$ |
(25,356) |
|
|
$ |
(43,382) |
|
|
$ |
(72,230) |
|
See accompanying notes to these condensed consolidated financial statements.
CIBUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
(Unaudited and in Thousands, Except Shares Outstanding)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Common Stock |
|
Class B Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2026 |
|
|
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Additional Paid-In Capital |
|
Shares in Treasury |
|
Accumulated Deficit |
|
Accumulated Other Comprehensive Income (loss) |
|
|
|
|
|
Total Stockholders’ Equity |
| Balance at March 31, 2026 |
|
|
|
76,283,095 |
|
$ |
13 |
|
|
— |
|
$ |
— |
|
|
$ |
917,136 |
|
|
$ |
(2,221) |
|
|
$ |
(879,473) |
|
|
$ |
25 |
|
|
|
|
|
|
$ |
35,480 |
|
| Net loss |
|
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(22,145) |
|
|
— |
|
|
|
|
|
|
(22,145) |
|
| Stock-based compensation |
|
|
|
— |
|
— |
|
|
— |
|
— |
|
|
1,484 |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
1,484 |
|
| Issuance of common stock upon vesting of restricted stock awards and units |
|
|
|
160,305 |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
— |
|
| Issuance of common stock from the ATM facility, net of offering expenses |
|
|
|
3,059 |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
— |
|
| Issuance of common stock in registered offering, net |
|
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
19 |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares withheld for payment of minimum employee taxes withheld upon net share settlement of restricted stock units |
|
|
|
(23,426) |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
(35) |
|
|
— |
|
|
— |
|
|
|
|
|
|
(35) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Foreign currency translation adjustments |
|
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1) |
|
|
|
|
|
|
(1) |
|
| Balance at June 30, 2026 |
|
|
|
76,423,033 |
|
$ |
13
|
|
|
— |
|
$ |
—
|
|
|
$ |
918,639
|
|
|
$ |
(2,256) |
|
|
$ |
(901,618) |
|
|
$ |
24
|
|
|
|
|
|
|
$ |
14,802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Common Stock |
|
Class B Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2025 |
|
|
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Additional Paid-In Capital |
|
Shares in Treasury |
|
Accumulated Deficit |
|
Accumulated Other Comprehensive Income |
|
Total Cibus, Inc. Stockholders’ Equity |
|
Noncontrolling Interest |
|
Total Stockholders’ Equity |
| Balance at March 31, 2025 |
|
|
|
32,657,738 |
|
$ |
9 |
|
|
1,712,373 |
|
$ |
— |
|
|
$ |
850,302 |
|
|
$ |
(2,012) |
|
|
$ |
(778,052) |
|
|
$ |
27 |
|
|
$ |
70,274 |
|
|
$ |
3,683 |
|
|
$ |
73,957 |
|
| Net loss |
|
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(25,372) |
|
— |
|
(25,372) |
|
|
(1,186) |
|
|
(26,558) |
|
| Stock-based compensation |
|
|
|
— |
|
— |
|
— |
|
— |
|
1,978 |
|
— |
|
— |
|
— |
|
1,978 |
|
|
— |
|
|
1,978 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock upon vesting of restricted stock awards and units |
|
|
|
66,377 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock and pre-funded warrants in registered offering, net |
|
|
|
15,714,285 |
|
2 |
|
— |
|
— |
|
24,954 |
|
— |
|
— |
|
— |
|
24,956 |
|
|
— |
|
|
24,956 |
|
| Issuance of common stock upon exercise of pre-funded warrants |
|
|
|
4,050,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
| Reclassification of common warrant liability to stockholders’ equity |
|
|
|
— |
|
— |
|
— |
|
— |
|
153 |
|
— |
|
— |
|
— |
|
153 |
|
|
— |
|
|
153 |
|
| Shares withheld for payment of minimum employee taxes withheld upon net share settlement of restricted stock units |
|
|
|
(7,987) |
|
— |
|
— |
|
— |
|
— |
|
(26) |
|
— |
|
— |
|
(26) |
|
|
— |
|
|
(26) |
|
| Change in noncontrolling interest including issuance of common stock upon exchange of common units |
|
|
|
— |
|
— |
|
— |
|
— |
|
144 |
|
— |
|
— |
|
— |
|
144 |
|
|
(144) |
|
|
— |
|
| Foreign currency translation adjustments |
|
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
16 |
|
16 |
|
|
— |
|
|
16 |
|
| Balance at June 30, 2025 |
|
|
|
52,480,413 |
|
$ |
11 |
|
|
1,712,373 |
|
$ |
— |
|
|
$ |
877,531 |
|
|
$ |
(2,038) |
|
|
$ |
(803,424) |
|
|
$ |
43 |
|
|
$ |
72,123 |
|
|
$ |
2,353 |
|
|
$ |
74,476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to these condensed consolidated financial statements.
CIBUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
(Unaudited and in Thousands, Except Shares Outstanding)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Common Stock |
|
Class B Common Stock |
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2026 |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Additional Paid-In Capital |
|
Shares in Treasury |
|
Accumulated Deficit |
|
Accumulated Other Comprehensive Income (loss) |
|
Total Cibus, Inc. Stockholders’ Equity |
| Balance at December 31, 2025 |
|
54,325,852 |
|
$ |
11 |
|
|
— |
|
$ |
— |
|
|
$ |
882,171 |
|
|
$ |
(2,141) |
|
|
$ |
(858,251) |
|
|
$ |
39 |
|
|
$ |
21,829 |
|
| Net loss |
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(43,367) |
|
|
— |
|
|
(43,367) |
|
| Stock-based compensation |
|
— |
|
— |
|
|
— |
|
— |
|
|
3,055 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,055 |
|
| Issuance of common stock upon vesting of restricted stock awards and units |
|
336,836 |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Issuance of common stock from the ATM facility, net of offering expenses |
|
3,059 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Issuance of common stock in registered offering, net |
|
21,813,408 |
|
2 |
|
|
— |
|
|
— |
|
|
33,413 |
|
|
— |
|
|
— |
|
|
— |
|
|
33,415 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares withheld for payment of minimum employee taxes withheld upon net share settlement of restricted stock units |
|
(56,122) |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
(115) |
|
|
— |
|
|
— |
|
|
(115) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Foreign currency translation adjustments |
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(15) |
|
|
(15) |
|
| Balance at June 30, 2026 |
|
76,423,033 |
|
$ |
13
|
|
|
— |
|
$ |
—
|
|
|
$ |
918,639
|
|
|
$ |
(2,256) |
|
|
$ |
(901,618) |
|
|
$ |
24
|
|
|
$ |
14,802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Common Stock |
|
Class B Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2025 |
|
Redeemable Noncontrolling Interest |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Additional Paid-In Capital |
|
Shares in Treasury |
|
Accumulated Deficit |
|
Accumulated Other Comprehensive Income |
|
Total Cibus, Inc. Stockholders’ Equity |
|
Noncontrolling Interest |
|
Total Stockholders’ Equity |
| Balance at December 31, 2024 |
|
$ |
5,674 |
|
|
27,939,023 |
|
$ |
9 |
|
|
1,720,929 |
|
$ |
— |
|
|
$ |
825,298 |
|
|
$ |
(1,999) |
|
|
$ |
(731,166) |
|
|
$ |
15 |
|
|
$ |
92,157 |
|
|
$ |
— |
|
|
$ |
92,157 |
|
| Net loss |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(72,258) |
|
|
— |
|
|
(72,258) |
|
|
(3,692) |
|
|
(75,950) |
|
| Stock-based compensation |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
4,477 |
|
|
— |
|
|
— |
|
|
— |
|
|
4,477 |
|
|
— |
|
|
4,477 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock upon vesting of restricted stock awards and units |
|
— |
|
|
141,899 |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock and pre-funded warrants in registered offering, net |
|
— |
|
20,054,285 |
|
2 |
|
— |
|
— |
|
46,384 |
|
— |
|
— |
|
— |
|
46,386 |
|
|
— |
|
|
46,386 |
|
| Issuance of common stock upon exercise of pre-funded warrants |
|
— |
|
4,350,000 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
| Reclassification of common warrant liability to stockholders’ equity |
|
— |
|
— |
|
— |
|
— |
|
— |
|
1,742 |
|
|
— |
|
— |
|
— |
|
1,742 |
|
|
— |
|
|
1,742 |
|
| Shares withheld for payment of minimum employee taxes withheld upon net share settlement of restricted stock units |
|
— |
|
|
(13,350) |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
(39) |
|
|
— |
|
|
— |
|
|
(39) |
|
|
— |
|
|
(39) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Reclassification of redeemable noncontrolling interest |
|
(5,674) |
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
— |
|
— |
|
— |
|
|
5,674 |
|
|
5,674 |
|
| Change in noncontrolling interest including issuance of common stock upon exchange of common units |
|
— |
|
|
8,556 |
|
— |
|
(8,556) |
|
— |
|
(370) |
|
|
— |
|
— |
|
— |
|
(370) |
|
|
370 |
|
|
— |
|
| Foreign currency translation adjustments |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
28 |
|
|
28 |
|
|
1 |
|
|
29 |
|
| Balance at June 30, 2025 |
|
$ |
— |
|
|
52,480,413 |
|
$ |
11 |
|
|
1,712,373 |
|
$ |
— |
|
|
$ |
877,531 |
|
|
$ |
(2,038) |
|
|
$ |
(803,424) |
|
|
$ |
43 |
|
|
$ |
72,123 |
|
|
$ |
2,353 |
|
|
$ |
74,476 |
|
See accompanying notes to these condensed consolidated financial statements.
CIBUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited and in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
2026 |
|
2025 |
| Operating activities |
|
|
|
|
| Net loss |
|
$ |
(43,367) |
|
|
$ |
(75,950) |
|
| Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
| Royalty liability interest expense - related parties |
|
18,596
|
|
|
17,045 |
|
| Goodwill impairment |
|
—
|
|
|
20,950 |
|
|
|
|
|
|
| Depreciation and amortization |
|
2,359
|
|
|
3,209 |
|
| Stock-based compensation |
|
3,055
|
|
|
4,477 |
|
| Loss on disposal of assets, net |
|
4
|
|
|
80 |
|
| Change in fair value of liability classified Class A common stock warrants |
|
(41) |
|
|
(455) |
|
| Other |
|
(2) |
|
|
49 |
|
| Changes in operating assets and liabilities: |
|
|
|
|
| Accounts receivable |
|
(335) |
|
|
88 |
|
|
|
|
|
|
| Prepaid expenses and other current assets |
|
149
|
|
|
(44) |
|
| Accounts payable |
|
(907) |
|
|
82 |
|
| Accrued expenses |
|
(86) |
|
|
3,998 |
|
| Accrued compensation |
|
(463) |
|
|
(213) |
|
| Deferred revenue |
|
88
|
|
|
(17) |
|
| Right-of-use assets and lease obligations, net |
|
(95) |
|
|
1,141 |
|
| Other assets and liabilities, net |
|
151
|
|
|
129 |
|
| Net cash used in operating activities |
|
(20,894) |
|
|
(25,431) |
|
| Investing activities |
|
|
|
|
| Proceeds from sales of property, plant, and equipment |
|
43
|
|
|
— |
|
| Purchases of property, plant, and equipment |
|
(73) |
|
|
(384) |
|
| Net cash used in investing activities |
|
(30) |
|
|
(384) |
|
| Financing activities |
|
|
|
|
| Proceeds from issuances of securities |
|
37,260
|
|
|
50,100 |
|
| Costs paid related to issuances of securities |
|
(5,357) |
|
|
(1,951) |
|
|
|
|
|
|
| Payment of taxes related to restricted stock units withheld from employees |
|
(115) |
|
|
(39) |
|
|
|
|
|
|
|
|
|
|
|
| Repayments of notes payable |
|
(352) |
|
|
(279) |
|
| Net cash provided by financing activities |
|
31,436
|
|
|
47,831 |
|
| Effect of exchange rate changes on cash and cash equivalents |
|
(6) |
|
|
14 |
|
| Net increase in cash and cash equivalents |
|
10,506
|
|
|
22,030 |
|
| Cash and cash equivalents – beginning of period |
|
9,923
|
|
|
14,433 |
|
| Cash and cash equivalents – end of period |
|
$ |
20,429
|
|
|
$ |
36,463 |
|
See accompanying notes to these condensed consolidated financial statements.
CIBUS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business and Organization
Cibus, Inc. (Cibus or the Company) carries on its business through Cibus Global, LLC (Cibus Global) and its subsidiaries. Cibus Global is a plant trait company using gene editing technologies to develop and license gene edited plant traits that improve farming productivity or produce renewable low carbon plant products. Cibus’ primary business is the development of plant traits for some of the world’s major agricultural food crops that help address specific productivity, profitability, sustainability, or yield challenges in farming. As the Company is still developing its technology and products, it has not yet begun earning royalty revenues.
Cibus Global, a Delaware limited liability company, was formed on May 10, 2019. Immediately prior to the effective date of this formation, Cibus Global was organized as a British Virgin Islands company (Cibus Global, Ltd.), which was formed on September 11, 2008.
The Company was organized in an “Up-C” structure, and the Company’s only material asset consists of common membership units of Cibus Global (Common Units). The Company’s amended and restated certificate of incorporation 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. For holders of Class B Common Stock, each share of Class B Common Stock was paired with a Common Unit (collectively, an Up-C Unit). As of December 31, 2025, there were no remaining Common Unit holders of the noncontrolling interest of Cibus Global and 100 percent of the Common Units of Cibus Global are held by Cibus.
Basis of Presentation
The unaudited condensed consolidated financial statements of Cibus, Inc. have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP or GAAP) for interim financial information and the rules and regulations of the Securities and Exchange Commission (SEC) applicable to interim financial statements and has included the accounts of Cibus and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In the Company’s opinion, the accompanying condensed consolidated financial statements reflect all adjustments necessary for a fair statement of its statements of financial position, results of operations, and cash flows for the periods presented but they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Except as otherwise disclosed herein, these adjustments consist of normal recurring items. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole or any other interim period.
For further information, refer to the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 17, 2026 (Annual Report). The accompanying condensed consolidated balance sheet as of December 31, 2025, was derived from the audited consolidated financial statements. This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Annual Report.
Going Concern
The Company has incurred losses since its inception and anticipates that it will continue to generate losses for the next several years. The Company’s net loss was $43.4 million and cash used in operating activities was $20.9 million for the six months ended June 30, 2026. As of June 30, 2026, the Company had $20.4 million of cash and cash equivalents and $14.4 million of current liabilities. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance of these condensed consolidated financial statements.
Cibus has taken a series of cost cutting initiatives designed to streamline its cost structure, however, Cibus will need to raise additional capital to support its business plans and successful execution of these plans is not within the Company’s control. Cibus 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 (including through the continued availability of the ATM Facility, as defined in Note 5, or another continuous offering facility), or (v) a combination of the foregoing.
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. Any of these events could
significantly impact the Company’s business, financial condition, and prospects.
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.
Use of Estimates
The preparation of the Company’s condensed consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Management evaluates its estimates on an ongoing basis. Although estimates are based on the Company’s historical experience, knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. Key estimates made by the Company include revenue recognition, useful lives and impairment of long-lived assets, valuation of equity-based awards and related equity-based compensation expense, valuation of intangible assets, valuation allowances on deferred tax assets, the assumptions underlying the determination of the estimated incremental borrowing rate for the determination of the Company’s operating leases, valuation of warrant liabilities, and the valuation of the Royalty Liability (which refers to the Company’s future royalty payment obligations that the Company undertook to provide to certain investors, including related parties, in exchange for certain warrants that these investors acquired in financing transactions in November 2013 and December 2014 and subsequently surrendered to Cibus Global).
Contract Assets and Liabilities
Contract assets primarily include amounts related to contractual rights to consideration for completed performance not yet invoiced. The Company recognized $0.3 million in contract assets as of June 30, 2026. There was $0.2 million in contract assets as of December 31, 2025, which are included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets.
The Company records contract liabilities when cash payments are received or due in advance of performance, primarily related to advances of upfront and milestone payments from contract research and collaboration agreements. Contract liabilities consist of deferred revenue on the accompanying condensed consolidated balance sheets. The Company expects to recognize the amounts included in deferred revenues within one year.
The following table represents the deferred revenue activity for the three months ended June 30, 2026, and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| In Thousands |
|
2026 |
|
2025 |
| Balance as of March 31, |
|
$ |
449 |
|
|
$ |
863 |
|
| Unearned revenue from cash received during the period |
|
180 |
|
|
112 |
|
| Revenue recognized that was included in the balance at the beginning of the period |
|
(2) |
|
|
(57) |
|
| Balance as of June 30, |
|
$ |
627
|
|
|
$ |
918 |
|
The following table represents the deferred revenue activity for the six months ended June 30, 2026, and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| In Thousands |
|
2026 |
|
2025 |
| Balance as of December 31, |
|
$ |
536 |
|
|
$ |
932 |
|
| Unearned revenue from cash received during the period |
|
624 |
|
|
914 |
|
| Revenue recognized that was included in the balance at the beginning of the period |
|
(533) |
|
|
(928) |
|
| Balance as of June 30, |
|
$ |
627
|
|
|
$ |
918 |
|
Net Loss Per Share of Class A Common Stock
Weighted average shares of Class A Common Stock outstanding excludes unvested Class A Common Stock, which will be treated as outstanding for financial statement presentation purposes only after such awards have vested and, therefore, have ceased to be subject to a risk of forfeiture. Accordingly, unvested shares of Class A Restricted Stock (as defined below) are excluded from the calculation of net loss per share of Class A Common Stock.
See Note 5 for a detailed discussion of the pre-funded warrants issued in January 2025 and subsequent exercises. Outstanding pre-funded warrants are considered equity instruments and are reported in stockholders’ equity in the Company’s consolidated balance sheets. The weighted average shares of Class A Common Stock outstanding includes the shares issuable upon exercise of the pre-funded warrants and are included in the determination of the Company’s basic and diluted net loss per share of Class A Common Stock.
For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the common stock equivalent securities would be antidilutive.
The following table shows the computation of basic and diluted net loss per share of Class A Common Stock for the three and six months ended June 30, 2026, and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
| In Thousands, Except Share and Per Share Amounts |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
| Numerator: |
|
|
|
|
|
|
|
|
| Net loss attributable to Cibus, Inc. stockholders |
|
$ |
(22,145) |
|
|
$ |
(25,372) |
|
|
$ |
(43,367) |
|
|
$ |
(72,258) |
|
| Denominator: |
|
|
|
|
|
|
|
|
| Weighted average shares of Class A common stock outstanding |
|
76,355,936 |
|
38,148,014 |
|
70,611,006 |
|
34,879,069 |
| Effect of pre-funded warrants |
|
400,000 |
|
3,470,879 |
|
400,000 |
|
3,474,862 |
| Weighted average shares of Class A common stock outstanding – basic and diluted |
|
76,755,936 |
|
41,618,893 |
|
71,011,006 |
|
38,353,931 |
| Basic and diluted net loss per share of Class A common stock |
|
$ |
(0.29) |
|
|
$ |
(0.61) |
|
|
$ |
(0.61) |
|
|
$ |
(1.88) |
|
The Company’s potential dilutive securities, which include common stock warrants, unvested restricted stock units, unvested restricted stock awards, and options to purchase Class A Common Stock, have been excluded from the computation of diluted net loss per share of Class A Common Stock as the effect would be antidilutive. Therefore, the weighted average number of shares of Class A Common Stock outstanding used to calculate both basic and diluted net loss per share of Class A Common Stock is the same.
The following potential dilutive securities, presented on an as converted basis, were excluded from the calculation of net loss per share of Class A Common Stock due to their antidilutive effect:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, |
|
2026 |
|
2025 |
| Stock options outstanding |
3,805,072 |
|
1,309,968 |
| Unvested restricted stock units |
2,829,817 |
|
1,108,895 |
| Unvested restricted stock awards |
40,057 |
|
153,490 |
| Common warrants |
10,496,523 |
|
10,496,523 |
| Total |
17,171,469 |
|
13,068,876 |
Segment Reporting
Cibus has one operating and reportable segment. The Chief Operating Decision Maker (CODM) is the Chief Executive Officer who manages business activities, assesses performance, and allocates resources on a consolidated basis. For the three and six months ended June 30, 2026, and 2025, all revenues from the Company’s external customers were derived, and all long-lived assets were located, in the United States. The operating segment revenues are derived from customers as a result of Cibus providing research and development (R&D) services to develop plant traits which are specific genetic characteristics in the DNA of a plant’s seed.
The CODM utilizes consolidated net loss in assessing performance and allocating resources by comparing net loss against prior periods and the Company’s forecast. The measure of segment assets is reported on the condensed consolidated balance sheets as total consolidated assets.
Segment financial information, including significant segment expenses, which are regularly provided to the CODM and included in net loss was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
| In Thousands |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
| Revenue |
|
$ |
994
|
|
|
$ |
933 |
|
|
$ |
2,675
|
|
|
$ |
1,967 |
|
| Less: |
|
|
|
|
|
|
|
|
| Personnel expenses |
|
5,224 |
|
6,787 |
|
11,012 |
|
13,548 |
| Professional fees |
|
2,000 |
|
2,708 |
|
3,324 |
|
8,131 |
| Stock-based compensation |
|
1,484 |
|
1,978 |
|
3,055 |
|
4,477 |
| Goodwill impairment |
|
— |
|
— |
|
— |
|
20,950 |
|
|
|
|
|
|
|
|
|
Other segment expenses (1)
|
|
5,211 |
|
7,406 |
|
10,329 |
|
14,378 |
| Total operating expenses |
|
13,919 |
|
18,879 |
|
27,720 |
|
61,484 |
| Loss from operations |
|
(12,925) |
|
(17,946) |
|
(25,045) |
|
(59,517) |
| Royalty liability interest expense - related parties |
|
(9,475) |
|
(8,668) |
|
(18,596) |
|
(17,045) |
| Other interest income, net |
|
111 |
|
106 |
|
139 |
|
225 |
| Non-operating income (expense), net |
|
150 |
|
(23) |
|
148 |
|
416 |
| Income tax expense |
|
(6) |
|
(27) |
|
(13) |
|
(29) |
| Total segment loss |
|
$ |
(22,145) |
|
|
$ |
(26,558) |
|
|
$ |
(43,367) |
|
|
$ |
(75,950) |
|
_______________________________________
(1) Other segment expenses are primarily comprised of facilities and asset related expenses such as rent, asset depreciation and amortization, utilities, property taxes, and repairs and maintenance and also include insurance, dues and subscriptions, licenses, lab supplies, product development, and travel.
Recently Issued Accounting Pronouncements
From time-to-time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective are not expected to have a material impact on the Company’s financial position, results of operations, or cash flows upon adoption. As of June 30, 2026, there were no changes in the Company's recently issued accounting pronouncements as disclosed in its Annual Report.
2. FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE
Financial Instruments Measured at Fair Value and Financial Statement Presentation
The accounting guidance establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as of the measurement date as follows:
Level 1: Fair values are based on unadjusted quoted prices in active trading markets for identical assets and liabilities.
Level 2: Fair values are based on observable quoted prices other than those in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
Level 3: Fair values are based on at least one significant unobservable input for the asset or liability.
The Company’s policy is to recognize transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. There were no transfers into or out of Level 3 during the six months ended June 30, 2026, and 2025.
Financial Instruments Required to be Carried at Fair Value
The Company’s financial instruments measured at fair value and their respective levels in the fair value hierarchy as of June 30, 2026, and December 31, 2025, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2026 |
|
December 31, 2025 |
|
|
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 |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
38 |
|
|
$ |
38 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
79 |
|
|
$ |
79 |
|
| Total |
|
$ |
—
|
|
|
$ |
—
|
|
|
$ |
38
|
|
|
$ |
38
|
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
79 |
|
|
$ |
79 |
|
The following table summarizes the common warrants activity for the three months ended June 30, 2026, and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| In Thousands |
|
2026 |
|
2025 |
| Balance as of March 31, |
|
$ |
89 |
|
|
$ |
217 |
|
|
|
|
|
|
| Reclassified to stockholders’ equity |
|
— |
|
|
(153) |
|
| Change in fair value |
|
(51) |
|
|
7 |
|
| Balance as of June 30, |
|
$ |
38
|
|
|
$ |
71 |
|
The following table summarizes the common warrants activity for the six months ended June 30, 2026, and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| In Thousands |
|
2026 |
|
2025 |
| Balance as of December 31, |
|
$ |
79 |
|
|
$ |
2,268 |
|
|
|
|
|
|
| Reclassified to stockholders’ equity |
|
— |
|
|
(1,742) |
|
| Change in fair value |
|
(41) |
|
|
(455) |
|
| Balance as of June 30, |
|
$ |
38
|
|
|
$ |
71 |
|
In January 2025, as a result of contractual amendments with certain holders of common warrants, the Company reclassified the fair value of 1,100,000 common warrants issued in 2024 of $1.6 million from Class A common stock warrants liability to a component of stockholders’ equity within additional paid-in capital in the accompanying consolidated balance sheets. The change in fair value of the Class A common stock warrants liability related to these common warrants of $0.3 million between December 31, 2024, and January 24, 2025, is reflected in non-operating income (expense), net in the Company’s consolidated statements of operations for the six months ended June 30, 2025.
Furthermore, as a result of the Company obtaining the requisite approval from its stockholders on May 22, 2025, with respect to those common warrants issued in 2024 held by Mr. Riggs, the Company reclassified the fair value of 98,040 common warrants issued in 2024 of $0.1 million from Class A common stock warrants liability to a component of stockholders’ equity within additional paid-in capital in the accompanying condensed consolidated balance sheets. The change in fair value of the Class A common stock warrants liability related to these common warrants of $0.1 million between March 31, 2025, and May 23, 2025, is reflected in non-operating income (expense), net in the Company’s condensed consolidated statements of operations for the three and six months ended June 30, 2025.
The Company estimates the fair value of the liability classified common warrants as of the date of issuance and at the end of every reporting period using a Black-Scholes option pricing model, which requires it to make assumptions regarding future stock price volatility and dividend yield. The Company estimates the risk-free interest rate based on the United States Treasury zero-coupon yield curve for the remaining life of the common warrants. The Company uses its own historical stock price volatility, over the remaining life of the common warrants. The Company does not pay dividends and does not expect to pay dividends in the foreseeable future.
The estimated fair values of the common warrants, and the assumptions used for the Black-Scholes option pricing model were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2026 |
|
As of December 31, 2025 |
| Estimated fair value of common warrants per share |
$— - $0.38 |
|
$0.04 - $0.65 |
| Assumptions: |
|
|
|
| Risk-free interest rate |
4.0% - 4.1% |
|
3.7% |
| Expected volatility |
104.7% - 113.3% |
|
113.2% - 114.7% |
| Expected term to liquidation (in years) |
1.1 - 3.0 |
|
2.1 - 4.0 |
As of June 30, 2026, and 2025, the Company had no other financial instruments measured at fair value.
3. PROPERTY, PLANT, AND EQUIPMENT, NET
Property, plant, and equipment, net consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| In Thousands, except useful life |
|
Useful Life (Years) |
|
As of June 30, 2026 |
|
As of December 31, 2025 |
| Property, plant, and equipment, net: |
|
|
|
|
|
|
| Buildings |
|
10 - 20 |
|
$ |
900
|
|
|
$ |
900 |
|
| Leasehold improvements |
|
shorter of lease term or useful life |
|
2,458
|
|
|
2,458 |
|
| Office furniture and equipment |
|
5 - 10 |
|
15,091
|
|
|
15,091 |
|
|
|
|
|
|
|
|
| Computer equipment and software |
|
3 - 5 |
|
4,889
|
|
|
4,737 |
|
| Assets in progress |
|
N/A |
|
—
|
|
|
155 |
|
| Total property, plant, and equipment |
|
|
|
23,338
|
|
|
23,341 |
|
| Less accumulated depreciation and amortization |
|
|
|
(18,419) |
|
|
(17,041) |
|
| Total |
|
|
|
$ |
4,919
|
|
|
$ |
6,300 |
|
Depreciation and amortization expense is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
| In Thousands |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
| Depreciation and amortization expense |
|
$ |
681
|
|
|
$ |
1,093 |
|
|
$ |
1,396
|
|
|
$ |
2,245 |
|
4. GOODWILL AND INTANGIBLE ASSETS
Goodwill
There was no change to the Company’s goodwill during the six months ended June 30, 2026.
Goodwill activity is as follows for the six months ended June 30, 2025:
|
|
|
|
|
|
|
|
|
| In Thousands |
|
Goodwill |
| Balance as of December 31, 2024 |
|
$ |
253,466 |
|
| Goodwill impairment |
|
(20,950) |
|
| Balance as of June 30, 2025 |
|
$ |
232,516 |
|
During the first quarter of 2025, the Company experienced a triggering event and assessed its goodwill for impairment. The Company considered the decline in its stock price since its last assessment of goodwill and concluded it was more likely than not that its goodwill would be impaired. The Company then performed a quantitative analysis and concluded that its goodwill was impaired. Management makes critical assumptions and estimates in completing impairment assessments of goodwill. The Company utilized the discounted cash flow method to calculate the fair value of the reporting unit. The Company’s future cash flow projections include assumptions on
variables such as future royalties and operating margins, economic conditions, probability of success, market competition, inflation, and discount rates. In addition, the Company compares the fair value of the reporting unit to the Company’s overall market capitalization. The Company utilized its most recent cash flow projections in combination with the Company’s stock price as of March 31, 2025, to calculate the fair value of the reporting unit using a long-term growth rate of 3 percent and a discount rate of 47 percent, which are Level 3 fair value measurements. The Company determined its goodwill was impaired by $21.0 million, which is recorded in the accompanying condensed consolidated statements of operations for the six months ended June 30, 2025.
The Company’s gross amount of goodwill prior to accumulated impairment losses as of June 30, 2026, and 2025, was $585.3 million. The Company’s accumulated goodwill impairment loss as of June 30, 2026, and 2025, was $352.8 million.
A triggering event that could indicate impairment and necessitate an evaluation of goodwill includes, but is not limited to, macroeconomic conditions, industry and market considerations, increases in Cibus’ costs, commercial performance relative to strategic initiatives, adverse regulatory developments, or the decline in Cibus’ market capitalization.
To the extent a triggering event occurs and Cibus concludes that goodwill has become further impaired, Cibus may be required to incur material write-offs relating to such impairment and any such write-offs could have a material impact on the Company’s future operating results and financial position.
Intangible Assets
Intangible assets as of June 30, 2026, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| In Thousands |
|
Gross Carrying Amount |
|
Accumulated Amortization |
|
Intangible Assets, Net |
|
|
|
|
|
|
|
| Developed technology |
|
$ |
14,148 |
|
|
$ |
(2,181) |
|
|
$ |
11,967 |
|
| Trade name |
|
22,230 |
|
|
(3,427) |
|
|
18,803 |
|
|
|
|
|
|
|
|
| Total |
|
$ |
36,378
|
|
|
$ |
(5,608) |
|
|
$ |
30,770
|
|
Intangible assets as of December 31, 2025, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| In Thousands |
|
Gross Carrying Amount |
|
Accumulated Amortization |
|
Intangible Assets, Net |
|
|
|
|
|
|
|
| Developed technology |
|
$ |
14,148 |
|
|
$ |
(1,828) |
|
|
$ |
12,320 |
|
| Trade name |
|
22,230 |
|
|
(2,871) |
|
|
19,359 |
|
|
|
|
|
|
|
|
| Total |
|
$ |
36,378 |
|
|
$ |
(4,699) |
|
|
$ |
31,679 |
|
Total amortization expense is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
| In Thousands |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
| Amortization expense |
|
$ |
454
|
|
|
$ |
454 |
|
|
$ |
909
|
|
|
$ |
909 |
|
As of June 30, 2026, future amortization expense is estimated as follows:
|
|
|
|
|
|
|
|
|
| In Thousands |
|
Amortization Expense |
| Remainder of 2026 |
|
$ |
910 |
|
| 2027 |
|
1,819 |
|
| 2028 |
|
1,819 |
|
| 2029 |
|
1,819 |
|
| 2030 |
|
1,819 |
|
| 2031 |
|
1,819 |
|
| Thereafter |
|
20,765 |
|
| Total future amortization expense |
|
$ |
30,770
|
|
5. STOCKHOLDERS’ EQUITY
Pursuant to the Company’s second amended and restated certificate of incorporation, the Company is authorized to issue up to 310,000,000 shares, consisting of (i) up to 300,000,000 shares of common stock, par value $0.0001 per share, divided into (A) up to 210,000,000 shares of Class A Common Stock and (B) up to 90,000,000 shares of Class B Common Stock and (ii) up to 10,000,000 shares of preferred stock, par value $0.0001 per share.
Warrant transactions for the six months ended June 30, 2026, 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, 2025 |
400,000 |
|
$ |
0.0001 |
|
|
10,496,523 |
|
$ |
3.58 |
|
| Issued |
— |
|
— |
|
|
— |
|
— |
|
| Forfeited/canceled |
— |
|
— |
|
|
— |
|
— |
|
| Exercised |
— |
|
— |
|
|
— |
|
— |
|
| Outstanding as of June 30, 2026 |
400,000 |
|
$ |
0.0001
|
|
|
10,496,523 |
|
$ |
3.58
|
|
| Exercisable as of June 30, 2026 |
400,000 |
|
$ |
0.0001
|
|
|
10,496,523 |
|
$ |
3.58
|
|
January 2026 SEC-Registered Public Offering
In the January 2026 Follow-On Offering, the Company issued 14,836,664 shares of its Class A Common Stock, including 333,333 shares issued to Mr. Riggs. The offering price for each share of Class A Common Stock was $1.50. The Company received net proceeds related to the January 2026 Follow-On Offering of approximately $19.8 million after deducting approximately $2.5 million for underwriting discounts and commissions and certain other offering expenses payable by the Company.
March 2026 SEC-Registered Public Offering
In the March 2026 Follow-On Offering, the Company issued 6,976,744 shares of its Class A Common Stock. The offering price for each share of Class A Common Stock was $2.15. The Company received net proceeds related to the March 2026 Follow-On Offering of approximately $13.6 million after deducting approximately $1.4 million for underwriting discounts and commissions and certain other offering expenses payable by the Company.
ATM Facility
On May 15, 2026, the Company entered into an Open Market Sale Agreement (Sales Agreement) with Jefferies, LLC (Jefferies). Pursuant to the terms of the Sales Agreement, the Company may offer and sell through Jefferies, from time-to-time and at its sole discretion, shares of the Company’s Class A Common Stock, having an aggregate offering price of up to $50.0 million (ATM Facility). During the six months ended June 30, 2026, the Company issued 3,059 shares of Class A Common Stock under the ATM Facility. Due to commissions and other offering expenses payable by the Company related to the establishment of the ATM Facility, there were no net proceeds received in the six months ended June 30, 2026.
Class A Common Stock
Shares of Class A Common Stock have full voting and economic rights. Unvested shares of Class A Restricted Stock, as defined below, which were issued as equity compensation to certain of the Company’s employees and executive officers, carry all voting, dividend, distribution, and other rights as apply to shares of Class A Common Stock generally, except that (i) shares of Class A Restricted Stock are subject to transfer restrictions and (ii) dividends and distributions are held by the Company until vesting of the underlying shares of Class A Restricted Stock and remain subject to the same forfeiture provisions as such shares.
Class A Restricted Stock
Restricted shares of Class A Common Stock (Class A Restricted Stock) are considered to be legally issued and outstanding as of the date of grant, notwithstanding that these shares remain subject to risk of forfeiture if the vesting conditions for such shares are not met. For financial statement presentation purposes, Class A Restricted Stock is treated as issued, but will only be treated as outstanding after such awards have vested and, therefore, have ceased to be subject to a risk of forfeiture. Accordingly, unvested shares of Class A Restricted Stock are excluded from the calculation of basic net loss per share of Class A Common Stock.
Class B Common Stock
Shares of Class B Common Stock have full voting rights. Shares of Class B Common Stock have no economic rights and do not participate in dividends or undistributed earnings. However, holders of Class B Common Stock hold a corresponding number of economic, non-voting Common Units through which they would receive pro rata distributions from Cibus Global. No shares of Class B Common Stock were outstanding as of June 30, 2026.
Cibus Global Common Units
The Company’s exchange agreement set forth the terms and conditions upon which holders of Up-C Units, comprising an equal number of shares of Class B Common Stock and Cibus Global Common Units, could exchange such Up-C Units for shares of Class A Common Stock. The Up-C Units were generally exchangeable for shares of Class A Common Stock on a one-for-one basis, subject to certain restrictions. The holders of Up-C Units’ ownership of Common Units represented the noncontrolling interest.
Up-C Unit exchanges during the three and six months ended June 30, 2026, and 2025 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
| Up-C Units exchanged by holders for Class A Common Stock |
|
— |
|
— |
|
— |
|
8,556 |
As of June 30, 2026, there were 76,423,033 Cibus Global Common Units outstanding. Of the 76,423,033 Cibus Global Common Units outstanding, all are held by Cibus, Inc. as there are no remaining holders of Up-C Units.
Preferred Stock
Pursuant to the second amended and restated certificate of incorporation, the Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.0001 per share. As of June 30, 2026, the Company has not issued any preferred stock.
6. STOCK-BASED COMPENSATION
The Company uses broad-based stock plans to attract and retain highly qualified officers and employees and to help ensure that management’s interests are aligned with those of its shareholders. The Company has also granted equity-based awards to directors, non-employees, and certain employees of Cellectis, formerly the Company’s largest shareholder and parent company prior to the completion of the merger with Cibus Global.
In December 2014, the Company adopted the Calyxt, Inc. Equity Incentive Plan (2014 Plan), which allowed for the grant of stock options, and in June 2017, it adopted the Calyxt, Inc. 2017 Omnibus Incentive Plan (2017 Plan), which allowed for the grant of stock options, restricted stock units (RSUs), performance stock units (PSUs), and other types of equity awards. The name of the 2017 Plan was amended to reflect the name change of the Company to Cibus, Inc.
As of June 30, 2026, 2,847,624 shares were available for grant in the form of stock options, Class A Restricted Stock, RSUs, and PSUs under the 2017 Plan. There are no longer any stock-based awards outstanding 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
2026 |
|
2025 |
| Weighted average fair value of stock options granted |
|
$ |
1.18
|
|
|
$ |
1.92 |
|
| Assumptions: |
|
|
|
|
| Risk-free interest rate |
|
3.6% - 4.3% |
|
4.1% |
| Expected volatility |
|
109.7% - 112.6% |
|
106.2% - 110.5% |
| Expected term (in years) |
|
5.0 - 6.3 |
|
5.5 - 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 four 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, 2025 |
|
382,808 |
|
$ |
99.71 |
|
|
1,358,797 |
|
$ |
30.25 |
|
| Granted |
|
— |
|
— |
|
|
2,535,785 |
|
1.40 |
|
| Vested |
|
540,560 |
|
2.44 |
|
|
— |
|
— |
|
| Exercised |
|
— |
|
— |
|
|
— |
|
— |
|
| Expired |
|
(57,740) |
|
96.81 |
|
|
(57,740) |
|
96.81 |
|
| Forfeited |
|
(31,770) |
|
4.55 |
|
|
(31,770) |
|
4.55 |
|
| Balance as of June 30, 2026 |
|
833,858 |
|
$ |
40.48
|
|
|
3,805,072 |
|
$ |
10.23
|
|
Stock-based compensation expense related to stock option awards is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
| In Thousands |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
| Stock-based compensation expense |
|
$ |
375
|
|
|
$ |
313 |
|
|
$ |
830
|
|
|
$ |
545 |
|
As of June 30, 2026, options outstanding had a $0.1 million aggregate intrinsic value and a weighted average remaining contractual term of 9.2 years. As of June 30, 2026, options exercisable had a nominal aggregate intrinsic value and a weighted average remaining contractual term of 7.8 years.
As of June 30, 2026, unrecognized compensation expense related to non-vested stock options was $4.0 million which has a weighted average remaining recognition period of 2.9 years.
Restricted Stock Awards
The Company granted awards of Class A Restricted Stock (RSAs), in connection with its merger with Cibus Global, to Cibus Global members who held unvested restricted profits interest units. The RSAs will continue to vest following their original vesting schedules over the remaining life of the awards which is generally two months to four years after the date of grant.
Information on RSA activity is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock
Awards
|
|
Weighted Average Grant
Date Fair Value
|
| Unvested balance as of December 31, 2025 |
85,185 |
|
$ |
31.50 |
|
| Granted |
— |
|
— |
|
| Vested |
(43,819) |
|
31.50 |
|
| Forfeited |
(1,309) |
|
31.50 |
|
| Unvested balance as of June 30, 2026 |
40,057 |
|
$ |
31.50
|
|
The total fair value of RSAs that vested is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
| In Thousands |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
| Fair value of shares vested |
|
$ |
32
|
|
|
$ |
85 |
|
|
$ |
86
|
|
|
$ |
216 |
|
There were no RSAs granted during the six months ended June 30, 2026, or 2025.
Stock-based compensation expense related to RSAs is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
| In Thousands |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
| Stock-based compensation expense |
|
$ |
574
|
|
|
$ |
1,196 |
|
|
$ |
1,193
|
|
|
$ |
3,036 |
|
As of June 30, 2026, unrecognized compensation expense related to RSAs was $1.3 million which has a weighted average remaining recognition period of 0.6 years.
Restricted Stock Units
The Company grants RSUs which generally vest over four years after the date of grant. Upon vesting, the RSUs are settled as shares of Class A Common Stock.
Information on RSU activity is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock
Units
|
|
Weighted Average Grant
Date Fair Value
|
| Unvested balance as of December 31, 2025 |
1,359,207 |
|
$ |
3.73 |
|
| Granted |
1,799,861 |
|
1.35 |
|
| Vested |
(293,017) |
|
4.57 |
|
| Forfeited |
(36,234) |
|
2.75 |
|
| Unvested balance as of June 30, 2026 |
2,829,817 |
|
$ |
2.15
|
|
The total fair value of RSUs that vested is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
| In Thousands |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
| Fair value of shares vested |
|
$ |
199
|
|
|
$ |
89 |
|
|
$ |
599
|
|
|
$ |
123 |
|
The weighted average grant date fair value of RSUs granted during the six months ended June 30, 2026, was $1.35 per share. The weighted average grant date fair value of RSUs granted during the six months ended June 30, 2025, was $2.57 per share.
Stock-based compensation expense related to RSUs is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
| In Thousands |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
| Stock-based compensation expense |
|
$ |
535
|
|
|
$ |
469 |
|
|
$ |
1,032
|
|
|
$ |
896 |
|
As of June 30, 2026, unrecognized compensation expense related to RSUs was $5.3 million which has a weighted average remaining recognition period of 2.9 years.
Certain consolidated statement of operations amounts were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
| In Thousands |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
| Stock-based compensation expense: |
|
|
|
|
|
|
|
|
| Research and development |
|
$ |
517
|
|
|
$ |
653 |
|
|
$ |
1,045
|
|
|
$ |
1,621 |
|
| Selling, general, and administrative |
|
967
|
|
|
1,325 |
|
|
2,010
|
|
|
2,856 |
|
| Total |
|
$ |
1,484
|
|
|
$ |
1,978 |
|
|
$ |
3,055
|
|
|
$ |
4,477 |
|
7. INCOME TAXES
The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a full valuation allowance for deferred tax assets due to the uncertainty that enough taxable income will be generated in the taxing jurisdiction to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred tax assets in the accompanying condensed consolidated financial statements.
The Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates, and tax planning opportunities available in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes. Current income taxes are recorded based on statutory obligations for the current operating period for the foreign jurisdictions in which the Company has operations. As such, the Company recorded a nominal income tax provision for foreign jurisdictions for the three and six months ended June 30, 2026. No current income tax provision has been recorded for United States operations for the three and six months ended June 30, 2026, due to the Company’s history of net operating losses, and the maintenance of a full valuation allowance against its deferred tax assets.
The Company has recorded a full valuation allowance against its net deferred tax assets as the realizability of the tax benefit is not at the more likely than not threshold. Since the benefit has not been recorded, the Company determined that the liability associated with the Company’s Tax Receivables Agreement (TRA), dated May 31, 2023, is not probable and therefore no TRA liability has been recorded as of June 30, 2026.
As of June 30, 2026, there were no material changes to what the Company disclosed regarding tax uncertainties or penalties as of December 31, 2025.
8. LEASES, COMMITMENTS, AND CONTINGENCIES
Leases
The Company’s financing lease right-of-use (ROU) asset is included in other non-current assets in the condensed consolidated balance sheets.
In June 2026, the Company entered into a new lease for its warehouse facility which extended the lease term until November 30, 2031. The lease includes one option to extend the lease for five years 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 components of lease expense were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
| In Thousands |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
| Finance lease costs |
|
$ |
27
|
|
|
$ |
30 |
|
|
$ |
54
|
|
|
$ |
60 |
|
| Operating lease costs |
|
1,215
|
|
|
2,120 |
|
|
2,435
|
|
|
3,647 |
|
| Variable lease costs |
|
609
|
|
|
912 |
|
|
1,380
|
|
|
1,920 |
|
| Total |
|
$ |
1,851
|
|
|
$ |
3,062 |
|
|
$ |
3,869
|
|
|
$ |
5,627 |
|
Operating lease costs for short-term leases was not material for the three and six months ended June 30, 2026, or 2025.
Supplemental cash flow information related to leases was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
| In Thousands |
|
|
|
|
|
2026 |
|
2025 |
| Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
|
|
| Operating cash flows (operating leases) |
|
|
|
|
|
$ |
2,530
|
|
|
$ |
2,509 |
|
|
|
|
|
|
|
|
|
|
Supplemental balance sheet information related to leases was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2026 |
|
As of December 31, 2025 |
|
|
Operating |
|
Financing |
|
Operating |
|
Financing |
| Weighted average remaining lease term (years) |
|
8.6 |
|
0.2 |
|
9.1 |
|
0.7 |
| Weighted average discount rate |
|
7.5 |
% |
|
10.6 |
% |
|
7.5 |
% |
|
10.6 |
% |
As of June 30, 2026, future minimum payments under operating leases were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
| In Thousands |
|
Operating
|
|
|
|
|
| Remainder of 2026 |
|
$ |
2,529 |
|
|
|
|
|
| 2027 |
|
5,211 |
|
|
|
|
|
| 2028 |
|
5,253 |
|
|
|
|
|
| 2029 |
|
5,082 |
|
|
|
|
|
| 2030 |
|
5,188 |
|
|
|
|
|
|
|
|
|
|
|
|
| Thereafter |
|
20,486 |
|
|
|
|
|
|
|
43,749 |
|
|
|
|
|
| Less: interest |
|
(11,872) |
|
|
|
|
|
| Total |
|
$ |
31,877
|
|
|
|
|
|
| Current portion |
|
$ |
2,859
|
|
|
|
|
|
| Noncurrent portion |
|
$ |
29,018
|
|
|
|
|
|
Litigation and Claims
From time-to-time, the Company may be involved in legal proceedings arising in the ordinary course of business. The Company is not a party to any material pending legal proceedings as of June 30, 2026.
9. ROYALTY LIABILITY - RELATED PARTIES
As of June 30, 2026, the Royalty Liability reflected an effective yield of 16.5 percent and the amount of aggregated, but unpaid, Royalty Payments is $0.6 million. As of December 31, 2025, the Royalty Liability reflected an effective yield of 16.5 percent.
The following table summarizes the Royalty Liability activity for the six months ended June 30, 2026, and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| In Thousands |
|
2026 |
|
2025 |
| Balance as of December 31, |
|
$ |
234,923 |
|
|
$ |
199,442 |
|
| Interest expense recognized |
|
18,596 |
|
|
17,045 |
|
| Balance as of June 30, |
|
$ |
253,519
|
|
|
$ |
216,487 |
|
10. SUPPLEMENTAL INFORMATION
Supplemental consolidated statement of cash flows information is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
| In Thousands |
|
2026 |
|
2025 |
| Interest paid |
|
$ |
10
|
|
|
$ |
40 |
|
Non-cash transactions not reported in the condensed consolidated statements of cash flows is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
| In Thousands |
|
2026 |
|
2025 |
| Property, plant, and equipment acquired through assuming liabilities |
|
$ |
—
|
|
|
$ |
15 |
|
| Unpaid stock offering costs included in accounts payable |
|
$ |
—
|
|
|
$ |
71 |
|
| Unpaid stock offering costs included in accrued expenses |
|
$ |
—
|
|
|
$ |
1,692 |
|
| Class A common stock warrants reclassification from liability to stockholders’ equity |
|
$ |
—
|
|
|
$ |
1,742 |
|
| Purchase of insurance through vendor financing |
|
$ |
689
|
|
|
$ |
723 |
|
|
|
|
|
|
| Establishment of operating lease right-of-use assets and associated operating lease liabilities |
|
$ |
720
|
|
|
$ |
— |
|
11. COLLABORATION AGREEMENT
Cibus and Procter & Gamble (P&G), a leading multi-national consumer product company, are parties to a collaboration agreement (P&G agreement) under which P&G is partially funding and/or supporting a multi-year program to develop low carbon ingredients or materials aimed at reducing impacts on the environment during production, use, or disposal. As of June 30, 2026, the Company had $0.6 million of deferred revenue from R&D activities under the P&G agreement. The Company has determined the P&G agreement should be accounted for under Topic 606.
Revenue recognized in the condensed consolidated statements of operations related to the collaboration agreement is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
| In Thousands |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
| Collaboration agreement revenue recognized |
|
$ |
846
|
|
|
$ |
745 |
|
|
$ |
2,282
|
|
|
$ |
1,614 |
|
As of June 30, 2026, the cumulative amount of consideration allocated to the performance obligation and revenue recognized under the P&G agreement is $9.6 million.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of the Company’s financial condition and results of operations should be read together with its condensed consolidated financial statements and related notes, which are included elsewhere in this Quarterly Report on Form 10-Q and with its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (SEC) on March 17, 2026 (Annual Report), including the Consolidated Financial Statements and Notes incorporated therein.
OVERVIEW AND BUSINESS UPDATE
Plant breeding is a centerpiece of modern agriculture. However, plant breeding is a historically slow process: a breeder crosses one variety with another and selects from the offspring, and so on over cycles that can run 12 to 15 years.
Transgenic genetic engineering is faster, but it adds genetic material from other species, which puts the resulting crop into a demanding regulatory pathway. A 2022 study for CropLife International, examining the period from 2017-2022, estimated that genetically modified organism (GMO) trait development cost $115.0 million and required 16.5 years from discovery to commercialization on average, with regulatory work the longest phase and about $43.0 million of the cost.
Cibus is a technology company that uses biology to produce sustainable ingredients and helps farmers grow more food with fewer inputs. It makes precise improvements to a plant’s own genes and adds nothing from another species. Because no foreign DNA is added, its traits are regulated as conventionally bred crops in key jurisdictions. Where regulated as conventionally bred crops, Cibus’ traits do not enter the more onerous GMO regulatory pathway, and they carry neither its cost nor its timeline. Cibus traits remain subject to regulatory review in these jurisdictions, on a different and substantially shorter basis than crops containing foreign DNA. While regulations in key jurisdictions increasingly align gene editing regulatory policies with those already in place for conventional breeding, regulations vary widely from country-to-country and certain jurisdictions continue to apply more stringent requirements to traits developed using biotechnology.
A seed company brings Cibus its best variety. Cibus edits it and returns it improved, in a fraction of the time required by traditional breeding approaches. The customer keeps the variety it spent years perfecting. Cibus is not a seed company and does not compete with its customers for seed sales.
What Cibus develops are plant traits: characteristics written into a plant’s DNA that determine how it performs and how it addresses challenges it faces. The Company’s initial focus is productivity traits, which aim to improve yield against weeds, pests, and disease, reduce the need for inputs such as fungicides, insecticides, and fertilizer, or make a crop more resilient to heat, drought, and other stress.
Cibus has spent 25 years building the capability to do this, and it is not one technique. It is a single standardized proprietary system that runs from gene to plant. Inside it are trait discovery, cell biology, and tissue culture, a toolkit of editing reagents, genotyping and automation, and trait validation. Cibus has demonstrated regeneration from single cells toward enabling crop platforms in eight crops: Rice, Canola, Wheat, Flax, Peanut, Potato, Sugar Beet, and Cassava; additional crop platforms, including Soybean are in development. The Company has operational crop platforms in four crops: Rice, Canola and Winter Oilseed Rape, Flax, and Cassava. A platform is operational when edited cells have been regenerated into whole plants.
In plant agriculture, most gene editing only knocks out a specific gene’s function. Cibus can also rewrite genetic letters inside a gene and change several genes in the genome at once. That is the difference between designing a trait and selecting whatever a plant cross produces, and it is protected by more than 500 patents and applications spanning which genes to edit, how to edit them, and the traits that result.
Favorable regulatory treatment of gene editing has been increasingly prevalent across key jurisdictions, where the same regulations are being applied as to conventional breeding. The United States has applied this consistent treatment for years, the European Union adopted it for many New Genomic Techniques (NGTs) under its 2026 rules on NGTs, and independent authorities in many countries have reviewed and cleared aspects of this work, including for example: the United States Department of Agriculture’s Animal and Plant Health Inspection Service, the United States Food and Drug Administration, the California Rice Commission, and the national authorities of the United Kingdom, Chile, Ecuador, and Peru.
Cibus earns revenue two ways. Partners fund programs to develop a specific trait or sustainable ingredient or seed companies license Cibus traits and pay a royalty on every acre planted. This revenue primarily scales with acres, not with headcount. This is not a new business model: traits have earned royalties for their developers for decades, and farmers know their value. As a relationship matures, both mechanisms extend across a partner’s portfolio from a single trait in a single crop toward a pipeline of improvements in yield, disease resistance, and crop quality.
Near term, Cibus is focused on Rice herbicide tolerance and sustainable ingredients. Those two programs are where Cibus concentrates a major portion of its own development spending. Because platforms in other crops are also operational or underway, a program in any crop with an operational platform can therefore begin with trait development work rather than with years of platform construction.
Business update
Through the second quarter of 2026, Cibus advanced its two priority programs, completed a leadership transition, and continued the cost reduction program begun earlier in the year. The Company continues to work with its global seed company partners to change the scale and speed of breeding.
Rice: During the second quarter of 2026, Cibus continued development work on both of its Rice herbicide tolerance traits. This included field trials of an improved first-generation trait, and work to identify the specific genetic changes responsible for herbicide tolerance and for fertility in that trait. Testing of the traits transferred to the Company’s Latin American customer Interoc in May 2026 is underway, which if successful would support an initial launch of Interoc’s enhanced seed products in Latin America. In August 2026, the Company and Interoc amended their letter of intent to expand the contemplated scope of the relationship from two Rice traits to five, providing for the development of three additional traits and their potential commercialization. The parties continue to negotiate a definitive agreement. Cibus has seven Rice seed-company customers across Latin America and the United States with an approximately $200.0 million annual addressable royalty opportunity across a combined estimated 5-7 million peak addressable acres. The Company is also continuing discussions with additional seed companies in Latin America and India. With respect to Cibus’ Rice herbicide tolerance program, the Company is updating its initial launch targets in Latin America with an initial launch beginning in 2028, with expansion planned into the United States in 2029. The update with respect to Latin America reflects a strategic focus on hybrid varieties with greater long-term strategic value for Cibus.
Sustainable Ingredients: Cibus’ Sustainable Ingredients program is in a commercial ramp-up phase with the Company’s consumer-products partner for its initial biofragrance product. Cibus began receiving payments for pre-commercial scale up materials in the fourth quarter of 2025. Cibus is targeting additional scale-up orders of its other initial biofragrances in the second half of 2026, and is developing additional fragrance ingredients on the same engineered yeast. Cibus also continues to advance a partner-funded lauric oils program in soybean within the broader Sustainable Ingredients portfolio.
Other programs: In Canola, work on Light Leaf Spot disease resistance advanced under the Department for Environment, Food, and Rural Affairs (DEFRA) funded UK Farming Innovation Programme. With two years of field trials in customer germplasm and a third in the midst of being harvested, the pod shatter reduction program is moving toward planting in England under the Precision Bred Organisms framework. Cibus’ second-generation Canola herbicide tolerance trait produced yield equal to the unedited parent variety in its 2025 field trials. In nutrient-use efficiency, Cibus continued its collaboration with the John Innes Centre to evaluate edited Canola material, with material transfer expected in the third quarter of 2026. Cibus also continued work toward a fully operational Soybean platform, having announced editing Soybean cells in January 2025.
Regulatory: In June 2026, following conclusion of trilogue negotiations in December 2025, the European Union approved legislation generally treating crops improved through precise genomic edits with genetic changes comparable to those achievable through conventional breeding (no foreign DNA added) on the same basis as conventionally bred crops. Herbicide tolerant plants and plants engineered to produce pesticidal substances are excluded from this regulatory treatment. The legislation entered into force in July 2026. A two-year implementation period will follow, during which the European Commission will develop the necessary secondary legislation and implementing acts. Cibus anticipates submitting materials for regulatory determination regarding its pod-shatter-reduction trait in winter oilseed rape to the United Kingdom in the near term under the recently adopted Precision Bred Organisms framework applicable with respect to England and to the European Union once implementing regulations are finalized. Cibus has received determinations from the United States Department of Agriculture’s Animal and Plant Health Inspection Service that its traits are not “regulated articles” subject to its biotechnology regulations. Ecuador and Peru have each confirmed that Cibus’ herbicide tolerance traits in Rice are equivalent to traits developed through conventional breeding and subject to the same regulations as conventional seed. The United States Food and Drug Administration has completed its review of the Company’s altered-lignin alfalfa trait and issued a letter stating it has no further questions.
Leadership: Effective June 8, 2026, Craig Wichner was appointed Chief Executive Officer. Peter Beetham, Co-Founder, who served as Interim Chief Executive Officer, continues as President and Chief Operating Officer with a focus on operations and commercial execution. Additionally, effective April 2026, Thomas Urban was appointed to the Company's Board of Directors.
Cost structure: Cibus continued its previously announced capital discipline and operational efficiency streamlining actions, and those actions are continuing under the Company’s new Chief Executive Officer. The Company now expects an annual net cash usage run-rate of approximately $35.0 million exiting 2026, reflecting continued cost discipline, while making additional investments geared toward growth initiatives, such as technology and personnel, in Cibus’ highest priority commercial programs.
The Company has incurred net losses since its inception. As of June 30, 2026, the Company had an accumulated deficit of $901.6 million. The Company’s net loss was $43.4 million for the six months ended June 30, 2026. As Cibus continues to develop its pipeline of productivity traits and as a result of its limited commercial activities, Cibus expects to continue to incur significant expenses and operating losses for the next several years. Those expenses and losses may fluctuate significantly from quarter-to-quarter and year-to-year.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2026, COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2025
A summary of the Company’s results of operations for the three months ended June 30, 2026, and 2025 follows:
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
| In Thousands, except per share and percentage values |
2026 |
|
2025 |
|
$ Change
|
|
% Change
|
| Revenue |
$ |
994
|
|
|
$ |
933 |
|
|
$ |
61 |
|
|
7 |
% |
| Research and development |
8,506
|
|
|
12,228 |
|
|
(3,722) |
|
|
(30) |
% |
| Selling, general, and administrative |
5,413
|
|
|
6,651 |
|
|
(1,238) |
|
|
(19) |
% |
|
|
|
|
|
|
|
|
| Loss from operations |
(12,925) |
|
|
(17,946) |
|
|
5,021 |
|
|
28 |
% |
| Royalty liability interest expense - related parties |
(9,475) |
|
|
(8,668) |
|
|
(807) |
|
|
(9) |
% |
| Other interest income, net |
111
|
|
|
106 |
|
|
5 |
|
|
5 |
% |
| Non-operating income (expense), net |
150
|
|
|
(23) |
|
|
173 |
|
|
752 |
% |
| Loss before income taxes |
(22,139) |
|
|
(26,531) |
|
|
4,392 |
|
|
17 |
% |
| Income tax expense |
(6) |
|
|
(27) |
|
|
21 |
|
|
78 |
% |
| Net loss |
$ |
(22,145) |
|
|
$ |
(26,558) |
|
|
$ |
4,413 |
|
|
17 |
% |
| Net loss attributable to noncontrolling interest |
—
|
|
|
(1,186) |
|
|
1,186 |
|
|
100 |
% |
| Net loss attributable to Cibus, Inc. stockholders |
$ |
(22,145) |
|
|
$ |
(25,372) |
|
|
$ |
3,227 |
|
|
13 |
% |
| Basic and diluted net loss per share of Class A common stock |
$ |
(0.29) |
|
|
$ |
(0.61) |
|
|
$ |
0.32 |
|
|
52 |
% |
Revenue
Revenue was $1.0 million in the second quarter of 2026, an increase of $0.1 million from the second quarter of 2025. The increase was driven by amounts earned from collaboration agreements related to contract research for Sustainable Ingredients.
Research and Development Expense
R&D expense was $8.5 million in the second quarter of 2026, a decrease of $3.7 million from the second quarter of 2025. The decrease was primarily due to cost reduction initiatives.
Selling, General, and Administrative Expense
SG&A expense was $5.4 million in the second quarter of 2026, a decrease of $1.2 million from the second quarter of 2025. The decrease was primarily due to a decrease of $1.0 million in professional fees and $0.5 million of cost savings related to personnel and facilities cost reduction initiatives. These decreases were partially offset by $0.3 million from increases in personnel costs from promotions, pay increases, and the addition of a permanent CEO as well as reduced allocations to R&D due to reductions in costs.
Royalty Liability Interest Expense - Related Parties
Royalty liability interest expense - related parties was $9.5 million in the second quarter of 2026, an increase of $0.8 million from the second quarter of 2025. The increase is driven by the recognition of interest expense on the Royalty Liability and is consistent with the prior year.
Other Interest Income, net
Other interest income, net was $0.1 million in the second quarter of 2026, a nominal increase from the second quarter of 2025. The nominal increase was driven by slightly higher cash balances.
Non-Operating Income (Expense), net
Non-operating income (expense), net was income of $0.2 million in the second quarter of 2026, an increase in income of $0.2 million from the second quarter of 2025. The increase in income was driven by grant income towards work performed by Cibus and the fair value adjustment of Common Warrants (as defined in Note 1 to the accompanying condensed consolidated financial statements).
Net Loss Attributable to Noncontrolling Interest
There was no net loss attributable to noncontrolling interest in the second quarter of 2026, a decrease in net loss attributable to noncontrolling interest of $1.2 million, from the second quarter of 2025. The decrease in net loss attributable to noncontrolling interest is
a result of all Up-C Units being exchanged in 2025, as the amount for the period is based on the percentage of Cibus Global that is not owned by Cibus, Inc.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2026, COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2025
A summary of the Company’s results of operations for the six months ended June 30, 2026, and 2025 follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
| In Thousands, except per share and percentage values |
2026 |
|
2025 |
|
$ Change
|
|
% Change
|
| Revenue |
$ |
2,675
|
|
|
$ |
1,967 |
|
|
$ |
708 |
|
|
36 |
% |
| Research and development |
17,223
|
|
|
24,027 |
|
|
(6,804) |
|
|
(28) |
% |
| Selling, general, and administrative |
10,497
|
|
|
16,507 |
|
|
(6,010) |
|
|
(36) |
% |
| Goodwill impairment |
—
|
|
|
20,950 |
|
|
(20,950) |
|
|
(100) |
% |
|
|
|
|
|
|
|
|
| Loss from operations |
(25,045) |
|
|
(59,517) |
|
|
34,472 |
|
|
58 |
% |
| Royalty liability interest expense - related parties |
(18,596) |
|
|
(17,045) |
|
|
(1,551) |
|
|
(9) |
% |
| Other interest income, net |
139
|
|
|
225 |
|
|
(86) |
|
|
(38) |
% |
| Non-operating income, net |
148
|
|
|
416 |
|
|
(268) |
|
|
(64) |
% |
| Loss before income taxes |
(43,354) |
|
|
(75,921) |
|
|
32,567 |
|
|
43 |
% |
Income tax expense |
(13) |
|
|
(29) |
|
|
16 |
|
|
55 |
% |
| Net loss |
$ |
(43,367) |
|
|
$ |
(75,950) |
|
|
$ |
32,583 |
|
|
43 |
% |
| Net loss attributable to noncontrolling interest |
—
|
|
|
(3,692) |
|
|
3,692 |
|
|
100 |
% |
| Net loss attributable to Cibus, Inc. stockholders |
$ |
(43,367) |
|
|
$ |
(72,258) |
|
|
$ |
28,891 |
|
|
40 |
% |
| Basic and diluted net loss per share of Class A common stock |
$ |
(0.61) |
|
|
$ |
(1.88) |
|
|
$ |
1.27 |
|
|
68 |
% |
Revenue
Revenue was $2.7 million in the first six months of 2026, an increase of $0.7 million from the first six months of 2025. The increase was driven by amounts earned from collaboration agreements related to contract research for Sustainable Ingredients.
Research and Development Expense
R&D expense was $17.2 million in the first six months of 2026, a decrease of $6.8 million from the first six months of 2025. The decrease was primarily due to cost reduction initiatives.
Selling, General, and Administrative Expense
Selling, general, and administrative (SG&A) expense was $10.5 million in the first six months of 2026, a decrease of $6.0 million from the first six months of 2025. The decrease was primarily due to a $3.0 million litigation expense in the first quarter of 2025, a decrease of $2.1 million in professional fees, and cost savings of $1.4 million related to personnel and facilities cost reduction initiatives. These decreases were partially offset by $0.5 million from increases in personnel costs from promotions, pay increases, and the addition of a permanent CEO as well as reduced allocations to R&D due to reductions in costs.
Goodwill Impairment
There was no goodwill impairment in the first six months of 2026, a decrease of $21.0 million from the first six months of 2025. The decrease was due to the impairment of goodwill resulting from fair value assessments, based on the decline of the price of the Company’s Class A Common Stock, performed in the first quarter of 2025.
Royalty Liability Interest Expense - Related Parties
Royalty liability interest expense - related parties was $18.6 million in the first six months of 2026, an increase of $1.6 million from the first six months of 2025. The increase is driven by the recognition of interest expense on the accumulating Royalty Liability balance.
Other Interest Income, net
Other interest income, net was $0.1 million in the first six months of 2026, a decrease of $0.1 million from the first six months of 2025. The decrease was driven by lower cash balances.
Non-Operating Income, net
Non-operating income, net was $0.1 million in the first six months of 2026, a decrease of $0.3 million from the first six months of 2025. The decrease was driven by the fair value adjustment of liability classified common warrants partially offset by grant income towards work performed by Cibus.
Net Loss Attributable to Noncontrolling Interest
There was no net loss attributable to noncontrolling interest in the first six months of 2026, a decrease in net loss attributable to noncontrolling interest of $3.7 million from the first six months of 2025. The decrease in net loss attributable to noncontrolling interest is a result of all Up-C Units being exchanged in 2025, as the amount for the period is based on the percentage of Cibus Global that is not owned by Cibus, Inc.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity
The Company’s primary source of liquidity is its cash and cash equivalents, with additional capital resources accessible from the capital markets, subject to market conditions and other factors, including limitations that may apply to the Company under applicable Nasdaq regulations.
The Company’s liquidity funds its non-discretionary cash requirements and its discretionary spending. The Company has contractual obligations related to recurring business operations, primarily related to lease payments for its corporate and laboratory facilities. The Company’s principal discretionary cash spending is for salaries, capital expenditures, short-term working capital payments, and professional and other transaction-related expenses incurred as the Company pursues additional financing. Until the Company is able to obtain additional public or private financing, it currently expects to satisfy its near-term requirements with existing cash on hand and proceeds raised from the ATM Facility, defined below.
As of June 30, 2026, the Company had $20.4 million of cash and cash equivalents. Current liabilities were $14.4 million as of June 30, 2026. The Company incurred a net loss of $43.4 million for the six months ended June 30, 2026. As of June 30, 2026, the Company had an accumulated deficit of $901.6 million and expects to continue to incur losses in the future.
Cash Flows from Operating Activities
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|
|
|
|
|
|
|
|
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|
|
|
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|
|
|
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|
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|
|
|
Six Months Ended June 30, |
| In Thousands, except percentage values |
|
2026 |
|
2025 |
|
$ Change |
|
% Change |
| Net loss |
|
$ |
(43,367) |
|
|
$ |
(75,950) |
|
|
$ |
32,583 |
|
|
43 |
% |
| Royalty liability interest expense - related parties |
|
18,596
|
|
|
17,045 |
|
|
1,551 |
|
|
9 |
% |
| Goodwill impairment |
|
—
|
|
|
20,950 |
|
|
(20,950) |
|
|
(100) |
% |
|
|
|
|
|
|
|
|
|
| Depreciation and amortization |
|
2,359
|
|
|
3,209 |
|
|
(850) |
|
|
(26) |
% |
| Stock-based compensation |
|
3,055
|
|
|
4,477 |
|
|
(1,422) |
|
|
(32) |
% |
| Loss on disposal of assets, net |
|
4
|
|
|
80 |
|
|
(76) |
|
|
(95) |
% |
| Change in fair value of liability classified Class A common stock warrants |
|
(41) |
|
|
(455) |
|
|
414 |
|
|
91 |
% |
| Other |
|
(2) |
|
|
49 |
|
|
(51) |
|
|
(104) |
% |
| Changes in operating assets and liabilities |
|
(1,498) |
|
|
5,164 |
|
|
(6,662) |
|
|
(129) |
% |
| Net cash used in operating activities |
|
$ |
(20,894) |
|
|
$ |
(25,431) |
|
|
$ |
4,537 |
|
|
18 |
% |
Net cash used in operating activities was $20.9 million in the first six months of 2026, a decrease in cash used of $4.5 million from the first six months of 2025. The decrease in cash used is driven by a $8.2 million decrease in net loss, primarily related to an increase of $0.7 million in revenue and $0.1 million in non-operating income in addition to cost reduction initiatives including decreases of $2.6 million in personnel and travel related expenses, $1.9 million in facilities and other corporate expenses, $1.8 million in professional fees, and $1.1 million in lab supplies and field trials. The improved net loss is offset by a decrease of $3.7 million from the changes in operating assets and liabilities. The decrease is due to $2.3 million lower accounts payable and accrued expenses, $1.2 million lower right-of-use assets and liabilities due to the end of Nancy Ridge rent abatement, $0.4 million higher accounts receivable, $0.2 million lower prepaid expenses, and $0.1 million lower deferred revenue.
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
| In Thousands, except percentage values |
|
2026 |
|
2025 |
|
$ Change |
|
% Change |
| Proceeds from sales of property, plant, and equipment |
|
$ |
43
|
|
|
$ |
— |
|
|
$ |
43 |
|
|
NM |
| Purchases of property, plant, and equipment |
|
(73) |
|
|
(384) |
|
|
311 |
|
|
81 |
% |
| Net cash used in investing activities |
|
$ |
(30) |
|
|
$ |
(384) |
|
|
$ |
354 |
|
|
92 |
% |
NM – not meaningful
Net cash used in investing activities was nominal in the first six months of 2026, a decrease of $0.4 million from the first six months of 2025. The decrease in cash used was driven by a decrease in purchases of property, plant, and equipment from the prior year.
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
| In Thousands, except percentage values |
|
2026 |
|
2025 |
|
$ Change |
|
% Change |
| Proceeds from issuances of securities |
|
$ |
37,260
|
|
|
$ |
50,100 |
|
|
$ |
(12,840) |
|
|
(26) |
% |
| Costs paid related to issuances of securities |
|
(5,357) |
|
|
(1,951) |
|
|
(3,406) |
|
|
(175) |
% |
|
|
|
|
|
|
|
|
|
| Payment of taxes related to restricted stock units withheld from employees |
|
(115) |
|
|
(39) |
|
|
(76) |
|
|
(195) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Repayments of notes payable |
|
(352) |
|
|
(279) |
|
|
(73) |
|
|
(26) |
% |
| Net cash provided by financing activities |
|
$ |
31,436
|
|
|
$ |
47,831 |
|
|
$ |
(16,395) |
|
|
(34) |
% |
Net cash provided by financing activities was $31.4 million in the first six months of 2026, a decrease of $16.4 million from the first six months of 2025. The decrease was primarily due to a decrease of $16.2 million of net proceeds from less capital raised in 2026.
Capital Resources
The Company’s primary source of liquidity is its cash and cash equivalents, with additional capital resources accessible, subject to market conditions and other factors, including limitations that may apply to the Company under applicable Nasdaq and SEC regulations, from the capital markets, including through stock offerings of common stock or other securities, which may be implemented pursuant to the Company’s effective registration statement on Form S-3.
January 2026 SEC-Registered Public Offering
In January 2026, the Company issued 14,836,664 shares of its Class A Common Stock, including 333,333 shares issued to Mr. Riggs (January 2026 Follow-On Offering). The offering price for each share of Class A Common Stock was $1.50. The Company received net proceeds related to the January 2026 Follow-On Offering of approximately $19.8 million after deducting approximately $2.5 million for underwriting discounts and commissions and certain other offering expenses payable by the Company.
March 2026 SEC-Registered Public Offering
In March 2026, the Company issued 6,976,744 shares of its Class A Common Stock (March 2026 Follow-On Offering). The offering price for each share of Class A Common Stock was $2.15. The Company received net proceeds related to the March 2026 Follow-On Offering of approximately $13.6 million after deducting approximately $1.4 million for underwriting discounts and commissions and certain other offering expenses payable by the Company.
ATM Facility
On May 15, 2026, the Company entered into an Open Market Sale Agreement (Sales Agreement) with Jefferies, LLC (Jefferies). Pursuant to the terms of the Sales Agreement, the Company may offer and sell through Jefferies, from time-to-time and at its sole discretion, shares of the Company’s Class A Common Stock, having an aggregate offering price of up to $50.0 million (ATM Facility). During the six months ended June 30, 2026, the Company issued 3,059 shares of Class A Common Stock under the ATM Facility. Due to commissions and other offering expenses payable by the Company related to the establishment of the ATM Facility, there were no net proceeds received in the six months ended June 30, 2026.
Operating Capital Requirements
The Company has incurred losses since its inception and anticipates that it will continue to generate losses for the next several years. The
Company’s net loss was $43.4 million and cash used in operating activities was $20.9 million for the six months ended June 30, 2026. As of June 30, 2026, the Company had $20.4 million of cash and cash equivalents. Current liabilities were $14.4 million as of June 30, 2026. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance of these condensed consolidated financial statements.
Cibus has taken a series of cost cutting initiatives designed to streamline its cost structure, however, Cibus will need to raise additional capital to support its business plans and successful execution of these plans is not within the Company’s control. In light of these streamlining cost reduction actions, the Company has significantly reduced its annual net cash usage. Cibus expects an annual net cash usage run-rate of approximately $35.0 million existing 2026, reflecting such continued cost discipline, while making additional strategic investments geared toward growth, such as technology and personnel, in the Company’s highest priority commercial programs. The Company anticipates that such efforts will contribute toward an appropriate balance between improved cash flow and financial stability and strategic growth. The Company is in the process of completing the consolidation of its core operations to San Diego, California while prioritizing resources toward advancing its Rice and Sustainable Ingredients programs with additional investments to support growth such as in technology and personnel.
Cibus 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 (including through the continued availability of the ATM Facility or another continuous offering facility), or (v) a combination of the foregoing. However, capital generated by commercialization activities, if any, is expected to be received over a period of time and near-term additional capital may not be available on reasonable terms, if at all. Cibus' Board of Directors continues to evaluate a full range of strategic alternatives to maximize stockholder value.
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.
The Company’s ability to continue as a going concern will depend on its ability to obtain additional public or private equity or debt financing (including through the continued availability of the ATM Facility or another continuous offering facility), obtain government or private grants and other similar types of funding, attain further operating efficiencies, reduce or contain expenditures, and, ultimately, to generate revenue. The Company believes that its cash and cash equivalents as of June 30, 2026, is not sufficient to fund its operations for a period of 12 months or more from the date of this filing. Taking into account the impact of cost saving initiatives implemented through the date of this Quarterly Report on Form 10-Q and without giving effect to potential financing transactions Cibus may pursue, Cibus expects that its existing cash and cash equivalents is sufficient to fund planned operating expenses and capital expenditure requirements into early in the first quarter of 2027, reflecting current cash usage expectations. The Company’s assessment of the period of time through which its financial resources will be adequate to support its operations is a forward-looking statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors. The Company has based this estimate on assumptions that may prove to be wrong. Circumstances and business conditions may change that would require the Company to use its cash resources for purposes beyond those that are currently forecast. Any such unexpected uses of cash resources necessarily shorten the Company’s cash runway, as projected without taking into account such matters. In addition, changes in market conditions, including market volatility arising out of dynamic and shifting global trade policies, may reduce the Company’s opportunities to raise additional capital, including through the public or private capital markets and the ATM Facility.
The Company will need to raise additional capital to support its business plans to continue as a going concern within one year after the date that the accompanying condensed consolidated financial statements are issued. If the Company is unable to raise additional capital in a sufficient amount or on acceptable terms in the near term, the Company may have to implement additional, more stringent cost reduction measures to manage liquidity, and the Company may have to significantly delay, scale back, or cease operations, in part or in full. If the Company raises additional funds through the issuance of additional debt or equity securities, including as part of a strategic alternative, it could result in substantial dilution to its existing stockholders and increased fixed payment obligations, and these securities may have rights senior to those of the Company’s shares of common stock. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance of the condensed consolidated financial statements included in this Quarterly Report. Any of these events could impact the Company’s business, financial condition, and prospects.
The Company’s financing needs are subject to change depending on, among other things, the success of its trait and product development efforts, the effective execution of its business model, its revenue, and its efforts to effectively manage expenses. The effects of macroeconomic events and potential geopolitical developments on the financial markets and broader economic uncertainties may make obtaining capital through equity or debt financings more challenging and may exacerbate the risk that such capital, if available, may not be available on terms acceptable to the Company.
CONTRACTUAL OBLIGATIONS, COMMITMENTS, AND CONTINGENCIES
In June 2026, the Company's warehouse lease term was extended until November 2031. The additional operating lease right-of-use asset and associated operating lease liability was $0.7 million.
From time-to-time, the Company may be involved in legal proceedings arising in the ordinary course of business.
The Company was not a party to any material pending legal proceedings as of June 30, 2026.
CRITICAL ACCOUNTING ESTIMATES
The preceding discussion and analysis of the Company’s financial condition and results of operations are based upon its condensed consolidated financial statements and the related disclosures, which have been prepared in accordance with United States GAAP. The preparation of these condensed consolidated financial statements requires the Company to make estimates, assumptions, and judgments that affect the reported amounts in its condensed consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company believes the policies discussed in Note 1, Nature of Business & Summary of Significant Accounting Policies, are the most critical to an understanding of its financial condition and results of operations because they require it to make estimates, assumptions, and judgments about matters that are inherently uncertain.
As of June 30, 2026, there were no material changes in the Company's critical accounting policies and estimates as disclosed in its Annual Report.
Item 4. Controls and Procedures.
Management’s Evaluation of Disclosure Controls and Procedures
Based on an evaluation under the supervision and with the participation of the Company’s management, its principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, were effective as of June 30, 2026.
Changes in Internal Control over Financial Reporting
No changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is not a party to any material pending legal proceedings as of June 30, 2026. From time-to-time, the Company may be involved in legal proceedings arising in the ordinary course of business.
Item 1A. Risk Factors.
There have been no material changes in risk factors from those disclosed in the Company’s Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
During the period covered by this Quarterly Report on Form 10-Q, the Company did not issue any unregistered equity securities.
Issuer Purchases of Equity Securities
The Company did not repurchase any shares of Class A Common Stock or Class B Common Stock during the period covered by this Quarterly Report on Form 10-Q. During the six months ended June 30, 2026, 56,122 shares of Class A Common Stock were withheld for net share settlement resulting from restricted stock unit award vesting.
Item 5. Other Information.
During the Company’s fiscal quarter ended June 30, 2026, none of the Company’s directors or officers adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Regulation 408(a) of Regulation S-K).
Item 6. Exhibits.
(a)Index of Exhibits
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Exhibit
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Description |
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| 3.1 |
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| 3.2 |
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| 10.1*†+# |
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| 10.2* |
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| 10.3* |
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| 10.4* |
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31.1* |
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| 31.2* |
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32.1* |
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| 101.INS* |
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Inline XBRL Instance Document |
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| 101.SCH* |
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Inline XBRL Taxonomy Extension Schema Document |
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| 101.CAL* |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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| 101.DEF* |
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Inline XBRL Taxonomy Extension Definition Linkbase Document |
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| 101.LAB* |
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Inline XBRL Taxonomy Extension Label Linkbase Document |
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| 101.PRE* |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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| 104* |
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The cover page for the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, has been formatted in Inline XBRL (contained in Exhibit 101) |
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* Filed herewith.
† Indicates management contract or compensatory plan.
+ Certain confidential portions of this exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) is the type of information that the Company treats as private or confidential.
# Certain information in this exhibit has been redacted pursuant to Item 601(a)(6) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 13, 2026.
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CIBUS, INC. |
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By: |
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/s/ Craig Wichner |
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Name: |
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Craig Wichner |
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Title: |
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Chief Executive Officer
(Principal Executive Officer)
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By: |
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/s/ Cornelis (Carlo) Broos |
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Name: |
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Cornelis (Carlo) Broos |
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Title: |
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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EX-10.1
2
a101executiveemploymenta.htm
EX-10.1
a101executiveemploymenta
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Triple asterisks denote omissions. EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”), is entered into effective as of June 8, 2026 (“Effective Date”), by and between Cibus, Inc. a Delaware corporation (together with its subsidiaries and affiliates, the “Company”), and Craig Wichner (“Executive”). 1. POSITION, RESPONSIBILITIES, AND TERM 1.1 Position. Executive is employed by the Company to render services to the Company in the position of Chief Executive Officer. Executive shall perform such duties, responsibilities and authority as are normally related to such position in accordance with the standards of the industry and any additional duties now or hereafter assigned to Executive by the Cibus, Inc. Board of Directors (“Board”) (the “Services”). Executive shall report to the Board. Executive shall abide by the rules, regulations, and practices as adopted or modified from time to time in the Company’s sole discretion. Executive will devote his full time and attention to the performance of Executive’s duties hereunder and perform his duties honestly, diligently, in good faith, and in the best interests of the Company. As needed, and in any event frequently, Executive will perform the Services in the Company’s San Diego, California headquarters office. The specific days of Executive’s in-person presence may vary from week to week based on business needs as mutually agreed between Executive and the Board. 1.2 Other Activities. Except upon the prior written consent of the Board, Executive will not, during the term of this Agreement: (i) be employed elsewhere; (ii) engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary advantage) that might interfere with Executive’s duties and responsibilities hereunder or create a conflict of interest with the Company; or (iii) acquire any interest of any type in any other business which is in competition with the Company, provided, however, that the foregoing shall not be deemed to prohibit the Executive from acquiring solely as an investment up to five percent (5%) of the outstanding equity interests of any publicly-held company. Notwithstanding anything in this Agreement to the contrary, Executive will be permitted to continue Executive’s existing service and activities for the entities listed on Exhibit A as those service and activities currently exist, as well as other business, professional or activities that do not interfere with Executive’s duties and do not materially conflict with the operations, policies or interests the Company, subject to the reasonable prior consent of the Board. 1.3 No Conflict. Executive represents and warrants that Executive’s execution of this Agreement and performance of Services under this Agreement will not violate any obligations Executive may have to any other employer, person or entity, including any obligations to keep in confidence proprietary information, knowledge, or data acquired by Executive in confidence or in trust prior to becoming an employee of the Company.
2 2. COMPENSATION AND BENEFITS 2.1 Base Salary. In consideration of the Services to be rendered under this Agreement, the Company shall pay Executive an initial base salary of $650,000 per annum (“Base Salary”), less applicable deductions and withholding. The Base Salary shall be paid in accordance with the Company’s normal payroll practices. Executive’s Base Salary will be reviewed and adjusted, subject to Section 4.5(iii), from time to time in accordance with the established procedures of the Board or the Compensation Committee of the Board (“Compensation Committee”) for adjusting salaries for similarly situated executives. 2.2 Annual Bonus. In further consideration of the Services to be rendered under this Agreement, Executive shall be eligible to receive an annual bonus in the discretion of the Compensation Committee (“Annual Bonus”). Any Annual Bonus awarded to Executive will be paid within two- and-one-half (2 ½) months of the end of the year in which it was earned. Executive must remain employed with the Company through the end of the calendar year at issue in order to be eligible to receive the Annual Bonus. In addition, Executive will be eligible to participate any other incentive compensation program adopted by the Compensation Committee. All incentive-based compensation received by Executive is subject to recoupment under the Cibus, Inc. Clawback Policy as in effect from time-to-time (the “Clawback Policy”). 2.3 Equity Incentives. Executive is eligible to receive awards under the Cibus, Inc. 2017 Omnibus Incentive Plan or any other equity incentive plan adopted by the Company (the “Plan”) with annual grants awarded thereunder in line with annual compensation plans for all executive officers as determined by the Compensation Committee. On the Effective Date, Executive will be granted the following equity awards (collectively, the “Initial Equity Awards”): (a) A Restricted Stock Unit (“RSU”) award (the “Initial RSU Award”) under the Plan covering shares of the Company’s common stock with a grant date fair value equal to $1,100,000, vesting and being settled as to 25% of the Initial RSU Award on each of the first four anniversaries of the Effective Date. The Initial RSU Award grant will be documented pursuant to the Company’s standard form of agreement for RSUs filed as Exhibit 10.18 to the Cibus, Inc. Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on March 20, 2025, and the Plan. (b) A stock option award (the “Initial Option Award”) under the Plan covering shares of the Company’s common stock with a grant date fair value based on the Black-Scholes pricing model of $1,100,000, vesting and being exercisable as to 25% of the Initial Option Award on each of the first four anniversaries of the Effective Date. The Initial Option Award grant will be documented pursuant to the Company’s standard form of agreement for stock options filed as Exhibit 10.19 to the Cibus, Inc. Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on March 20, 2025, and the Plan. The Initial Option Award will have a per share exercise price equal to the Fair Market Value (as defined in the Plan) of a share of common stock on the grant date. The expiration date of the Initial Option Award will be the tenth anniversary of the grant date.
3 2.4 Employment Benefits Plans. In further consideration of the Services to be rendered under this Agreement, Executive will be entitled to participate in pension, profit sharing and other retirement plans, incentive compensation plans, group health, hospitalization and disability or other insurance plans, and other employee welfare benefit plans generally made available to other similarly-situated employees of the Company, in accordance with the benefit plans established by the Company, and as may be amended from time to time in the Company’s sole discretion. 2.5 Vacation. Executive shall be eligible to receive paid vacation subject to the policies and procedures in the Company’s Employee Handbook, as may be amended from time to time in the Company’s sole discretion. Executive is eligible for vacation, as outlined in Cibus’ Vacation Policy, and will begin vacation accrual at [***] weeks of paid vacation time per year, earned at the rate of [***] hours per pay period. 2.6 Expenses. The Company will pay or reimburse Executive for all normal and reasonable travel and entertainment expenses incurred by Executive in connection with Executive’s responsibilities to the Company upon submission of proper vouchers and documentation in accordance with the Company’s expense reimbursement policy. 2.7 Legal Fees. The Company shall reimburse Executive for Executive’s reasonable attorney’s fees and costs incurred in connection with the negotiation, review, and execution of this Agreement and any related agreements (including, without limitation, the PIIA, equity award agreements, and the Indemnification Agreement), up to a maximum of $20,000. Executive shall submit documentation of such fees and costs to the Company within sixty (60) days following the Effective Date, and the Company shall pay such documented fees and costs within thirty (30) days of receipt of such invoice. 3. AT-WILL EMPLOYMENT The employment of Executive shall be “at-will” at all times. The Company or Executive may terminate Executive’s employment with the Company at any time, without any advance notice, for any reason or no reason at all, notwithstanding anything to the contrary contained in or arising from any statements, policies or practices of the Company relating to the employment, discipline or termination of its employees. Following the termination of Executive’s employment, the Company shall pay to Executive all compensation to which Executive is entitled up through the date of termination. Thereafter, all obligations of the Company under this Agreement shall cease other than those set forth in Section 4. 4. COMPANY TERMINATION OBLIGATIONS 4.1 Termination by Company for Cause. Where the Company terminates Executive’s employment for Cause, all obligations of the Company under this Agreement shall cease, other than those set forth in Section 3. For purposes of this Agreement, “Cause” shall mean: (i) Executive’s willful misconduct in connection with the Executive’s performance of the Services, including misappropriation of trade secrets, fraud, or embezzlement; (ii) Executive is convicted of, or
4 pleads guilty or nolo contendere to a felony or other crime involving dishonesty, breach of trust, or physical harm to any person; (iii) Executive materially breaches this Agreement (including by Executive’s willful failure to perform his duties and responsibilities to the Company) or the Company’s Standard Proprietary Information and Inventions Agreement (the “PIIA”); (iv) Executive willfully refuses to implement or follow a lawful material written policy or directive of the Company or the Board; or (v) Executive violates a written Company policy or procedure which is materially injurious to the Company, including violation of the Company’s written policy concerning sexual harassment, discrimination or retaliation. Notwithstanding the foregoing, with respect to clauses (i), (iii), (iv) and (v), the Company shall provide Executive with written notice specifying in reasonable detail the nature of the event constituting Cause, and Executive shall have thirty (30) days following receipt of such notice to cure such event (to the extent curable). If Executive cures the event within such thirty (30) day period to the reasonable satisfaction of the Board, such event shall not constitute Cause. 4.2 Termination by Company without Cause. Where the Company terminates Executive’s employment without Cause, and Executive’s employment is not terminated due to Executive’s death or Disability (as defined herein), Executive will be eligible to receive: (i) continued payment of then-Base Salary for eighteen (18) months (“Severance Period”), according to the Company’s normal payroll practices, less applicable withholdings and any remuneration paid to Executive during each applicable payroll period because of Executive’s employment or self- employment during such period (“Severance Payments”); (ii) any outstanding equity awards held by Executive covering shares of the Company common stock, including, but not limited to, the Initial RSU Award and the Initial Option Award, that are scheduled to vest during the Severance Period shall accelerate and vest immediately as of the date of Executive’s employment termination, with any annual vesting periods that are partially vested during the Severance Period being accelerated based on the number of months elapsed during the Severance Period since the last annual vesting date (with vesting treated as in equal monthly installments for purposes of this clause (ii)), (iii) payment of any Annual Bonus that has been earned (as determined by the Committee or the Board) but remains unpaid with respect to the fiscal year ending on or preceding the date of termination, payable at the time such Annual Bonus would otherwise have been paid had Executive remained employed; and (iv) if Executive qualifies for and timely completes all documentation necessary to continue health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will pay to the insurance carriers as and when due the applicable COBRA premium for Executive and Executive’s dependents for up to the Severance Period; however, that the Company’s obligation to pay the COBRA premium for Executive and Executive’s dependents for up to the Severance Period; however, that the Company’s obligation to pay the COBRA premium shall cease immediately if: (x) the Company determines that it cannot pay the COBRA premium on behalf of Executive without violating applicable law (including, without limitation, Section 2716 of the Public Health Services Act), in which case the Company shall promptly pay Executive a lump sum cash payment equivalent to the COBRA premium that would have been paid for Executive subject to a written undertaking by Executive to repay to the Company any amount to which Executive would not have been entitled under subclause (y) or (z) hereof, (y) Executive or Executive’s eligible dependents cease to be eligible or COBRA coverage, or (z) Executive obtains subsequent employment through which Executive is eligible to obtain substantially
5 equivalent or better health insurance (“Severance Benefits”). Executive shall immediately provide written notice to the Board when Executive becomes eligible for such health insurance. Executive acknowledges that nothing in this Section 4.2 shall prohibit the Company from changing, withdrawing, or in any way modifying its group health plans, and nothing herein shall be construed as a guarantee of payment of any particular claim submitted by Executive or qualified beneficiaries to such plans. The COBRA premium paid by the Company shall be treated as taxable compensation to Executive, with applicable withholdings taken from the Severance Payments, if and to the extent necessary to limit or fix any violation of Section 105(h) of the Internal Revenue Code of 1986, as amended, and applicable guidance promulgated thereunder (the “Code”). 4.3 Disability Definition. Executive shall be deemed Disabled if Executive is unable for medical reasons to perform Executive’s essential job duties for either ninety (90) consecutive calendar days or one hundred twenty (120) business days in a twelve (12) month period and, within thirty (30) days after a notice of termination is given to Executive, Executive has not returned to work. 4.4 Termination Due to Death. Executive’s employment shall terminate automatically upon Executive’s death. 4.5 Termination By Executive for Good Reason. Executive’s termination of Executive’s employment shall be for “Good Reason” if (x) Executive provides written notice to the Company of the Good Reason within thirty (30) days of the event constituting the Good Reason and provides the Company with a period of thirty (30) days to cure the event constituting the Good Reason, (y) the Company fails to cure the Good Reason within the applicable thirty (30) day period, and (z) Executive terminates Executive’s employment with the Company within thirty (30) days of becoming aware of the event constituting Good Reason. For purposes of this Agreement, “Good Reason” shall mean, without Executive’s advanced written consent: (i) material breach of this Agreement by the Company; (ii) a material adverse change in Executive’s position, duties, authority or responsibilities; (iii) a material reduction in Executive’s Base Salary, other than a reduction (A) as part of an across-the-board cost-cutting measure that is applied equally or proportionately to all senior executives of Company, (B) as a result of any acts or omissions of Executive which would entitle the Company to terminate Executive’s employment for Cause, or (C) as a result of any recoupment effected under the Clawback Policy; (iv) the relocation of Executive’s principal place of employment to a location more than fifty (50) miles from the Company’s current San Diego, California headquarters and that is also more than fifty (50) miles from Executive’s residence as of the Effective Date or then current residence; (v) a material reduction in Executive’s authority, duties, or responsibilities as a result of the Company becoming a subsidiary or division of a larger entity following a Change in Control; or (vi) the failure of any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Where the Executive terminates Executive’s employment for Good Reason, Executive will be eligible to receive the Severance Benefits set forth in Section 4.2 above.
6 4.6 Eligibility to Receive Benefits. Executive’s eligibility to receive the Severance Benefits under this Agreement is conditioned on Executive having first signed a release agreement in substantially the form attached as Exhibit B (without any substantive provisions added without the mutual agreement of the Parties) and the release becoming irrevocable by its terms within fifty five (55) calendar days following the date of Executive’s termination of employment (or, if applicable, the date of Executive’s Separation from Service). All other obligations of the Company under this Agreement shall cease. 4.7 Executive’s Resignation. Executive may resign Executive’s employment at any time during the Term of this Agreement pursuant to Section 3, and thereafter, all obligations of the Company under this Agreement shall cease, other than those set forth in Section 3. 4.8 Termination In Connection With Change In Control without Cause or for Good Reason. Where the Company terminates Executive’s employment In Connection With a Change In Control without Cause or Executive terminates Executive’s employment In Connection With a Change In Control for Good Reason, and Executive’s employment is not terminated due to death or Disability (as defined above), Executive will be eligible to receive: (i) continued payment of Base Salary for twenty-four (24) months (“Change In Control Severance Period”) according to the Company’s normal payroll practices, less applicable withholdings and any remuneration paid to Executive during each applicable Company payroll period because of Executive’s employment or self-employment during such period (“Change In Control Severance Payments”); (ii) payment of a lump sum equal to the higher of (a) Executive’s target Annual Bonus for the year in which the termination occurs or (b) in the event of Executive’s termination of employment occurring in the second of half of a fiscal year, the reasonably projected Annual Bonus Executive would have received for the year in which the termination of employment occurs, in either event less applicable withholdings; (iii) any and all unvested Stock Options and any other unvested equity in the Company held by Executive shall become fully vested upon Executive’s employment termination date; and (iv) if Executive qualifies for and timely completes all documentation necessary to continue health insurance coverage pursuant to COBRA, the Company will pay to the insurance carriers as and when due the applicable COBRA premium for Executive and Executive’s dependents for up to the Change In Control Severance Period; however, that the Company’s obligation to pay the COBRA Premium shall cease immediately if: (x) the Company determines that it cannot pay the COBRA Premium on behalf of Executive without violating applicable law (including, without limitation, Section 2716 of the Public Health Services Act), Executive or Executive’s eligible dependents cease to be eligible or COBRA coverage, or Executive obtains subsequent employment through which Executive is eligible to obtain substantially equivalent or better health insurance (“Change In Control Severance Benefits”). Executive shall immediately provide written notice to the Board when Executive becomes eligible for such health insurance. Executive acknowledges that nothing in this Section 4.7 shall prohibit the Company from changing, withdrawing, or in any way modifying its group health plans, and nothing herein shall be construed as a guarantee of payment of any particular claim submitted by Executive or qualified beneficiaries to such plans. The COBRA Premium paid by the Company shall be treated as taxable compensation to Executive, with applicable withholdings taken from the Change In Control Severance Payments, if and to the extent necessary to limit or fix any violation of Section 105(h) of the Code. For purposes of this Agreement, “Change In Control” shall mean the sale of the Company or the sale
7 of all or substantially all of the Company’s assets, by means of any transaction or series or related transactions (including, without limitation, any reorganization, merger or consolidation, but excluding any merger effected exclusively for the purpose of changing the domicile of the Company), after which the Company’s stockholders of record as constituted immediately prior to such acquisition will, immediately after such acquisition, hold less than fifty percent (50%) of the voting power of the surviving or acquiring entity. For purposes of this Agreement, termination of Executive’s employment shall be “In Connection With a Change In Control” where it occurs within ninety (90) days before a Change In Control or within twelve (12) months after a Change In Control. Executive’s eligibility to receive the severance set forth in this Section 4.7 is conditioned on Executive having first signed a release agreement in the form attached as Exhibit B and the release becoming irrevocable by its terms within fifty five (55) calendar days following the date of Executive’s termination of employment (or, if applicable, the date of Executive’s Separation from Service, as such term is defined in Section 4.9). All other obligations of the Company under this Agreement shall cease. 4.9 Timing of Payments. In the event that Executive becomes entitled to receive continued payment of Base Salary pursuant to Sections 4.2. 4.5 or 4.7, Executive shall not be entitled to receive any such payments until the Company’s first payroll date that is coincident with or next following the date that is fifty five (55) calendar days following the date of Executive’s termination of employment (or, if applicable, the date of Executive’s Separation from Service) and any payments that otherwise would have been paid to Executive during such period shall be paid to Executive with the first installment paid to Executive following the end of such period. Any Annual Bonus that becomes payable to Executive pursuant to Section 4.7 shall be paid to Executive in a lump sum payment on the date that Executive receives the first installment payment of continued Base Salary as provided in the preceding sentence. 4.10 Section 409A; Delayed Payments. To the extent applicable, the provisions in this Section 4 are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and guidance promulgated thereunder (“409A”) and this Agreement shall be administered and construed in a manner consistent with this intent. In the event that any compensation that becomes payable to Executive pursuant to this Section 4 qualifies as a deferral of compensation within the meaning of and subject to 409A, then, notwithstanding anything to the contrary in this Agreement (i) such compensation shall be paid to Executive only in the event of Executive’s “separation from service” with the Company within the meaning of 409A (“Separation from Service”) and (ii) payment of that compensation shall be delayed if Executive is a “specified employee,” as defined in 409A(a)(2)(B)(i), and such delayed payment is required by 409A. Such delay shall last six (6) months from the date of Executive’s Separation from Service. On the Company’s first payroll date that occurs after the end of such six-month period, the Company shall make a catch-up payment to Executive equal to the total amount of such payments that would have been made during the six-month period but for this Section 4.8. To the extent applicable, each and every payment to be made pursuant to Section 4.2, 4.5 or 4.7 shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii).
8 5. EXECUTIVE TERMINATION OBLIGATIONS 5.1 Return of Property. Executive agrees that all property (including without limitation all equipment, tangible proprietary information, documents, records, notes, contracts and computer- generated materials) furnished to or created or prepared by Executive incident to Executive’s employment belongs to the Company and shall be promptly returned to the Company upon termination of Executive’s employment. 5.2 Cooperation. Following any termination of employment, Executive shall cooperate with the Company in the winding up of pending work on behalf of the Company and the orderly transfer of work to other employees. At the Company’s cost and expense, Executive shall also cooperate with the Company in the defense of any action brought by any third party against the Company that relates to Executive’s employment by the Company. 5.3 Continuing Obligations. Executive understands and agrees that Executive’s obligations under Sections 6 and 7 herein (including Exhibit B) shall survive the termination of Executive’s employment for any reason and the termination of this Agreement. 6. INVENTIONS AND PROPRIETARY INFORMATION; INDEMNIFICATION Concurrent with the execution of this Agreement, Executive will execute and deliver the Company’s Standard Proprietary Information and Inventions Agreement. The parties acknowledge that Executive is party to the Cibus, Inc. standard form of Indemnification Agreement for directors and officers. 7. ARBITRATION The Company and Executive agree that any and all disputes or controversies between them arising out of, relating to, or in connection with this Agreement, or the interpretation, validity, construction, performance, breach, or termination thereof shall be settled by arbitration to be held in San Diego, California, in accordance with the Judicial Arbitration and Mediation Service/Endispute, Inc. (“JAMS”) rules for employment disputes then in effect (the “Rules”). The Company will pay for the fees and costs of the arbitrator and arbitration forum. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The arbitrator shall apply Delaware law to the merits of any dispute or claim. Executive hereby expressly consents to the personal jurisdiction of the state and federal courts located in San Diego, California for any action or proceeding arising from or relating to this Agreement or relating to any arbitration in which the parties are participants. The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this arbitration agreement and without abridgment of the powers of the arbitrator. EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES ARBITRATION. EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EXECUTIVE AGREES TO SUBMIT ANY FUTURE CLAIMS AGAINST THE COMPANY ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS
9 AGREEMENT OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE OR BREACH OF THIS AGREEMENT, TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EXECUTIVE’S RIGHT TO A JURY TRIAL. 8. AMENDMENTS; WAIVERS; REMEDIES This Agreement may not be amended or waived except by a writing signed by Executive and by the Board. Failure to exercise any right under this Agreement shall not constitute a waiver of such right. Any waiver of any breach of this Agreement shall not operate as a waiver of any subsequent breaches. All rights or remedies specified for a party herein shall be cumulative and in addition to all other rights and remedies of the party hereunder or under applicable law. 9. ASSIGNMENT; BINDING EFFECT 9.1 Assignment. The performance of Executive is personal hereunder, and Executive agrees that Executive shall have no right to assign and shall not assign or purport to assign any rights or obligations under this Agreement. This Agreement may be assigned or transferred by the Company; and nothing in this Agreement shall prevent the consolidation, merger or sale of the Company or a sale of any or all or substantially all of its assets. 9.2 Binding Effect. Subject to the foregoing restriction on assignment by Executive, this Agreement shall inure to the benefit of and be binding upon each of the parties; the affiliates, officers, directors, agents, successors and assigns of the Company; and the heirs, devisees, spouses, legal representatives and successors of Executive. 10. NOTICES All notices or other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered: (a) by hand; (b) by a nationally recognized overnight courier service; or (c) by United States first class registered or certified mail, return receipt requested, to the principal address of the other party, as set forth below. The date of notice shall be deemed to be the earlier of (i) actual receipt of notice by any permitted means, or (ii) five business days following dispatch by overnight delivery service or the United States Mail. Executive shall be obligated to notify the Company in writing of any change in Executive’s address. Notice of change of address shall be effective only when done in accordance with this paragraph. Company’s Notice Address: Cibus, Inc. Attn: Chair of the Board 6455 Nancy Ridge Dr. San Diego, CA 92067 Executive’s Notice Address:
10 Craig Wichner [***] 11. SEVERABILITY If any provision of this Agreement shall be held by a court or arbitrator to be invalid, unenforceable, or void, such provision shall be enforced to the fullest extent permitted by law, and the remainder of this Agreement shall remain in full force and effect. In the event that the time period or scope of any provision is declared by a court or arbitrator of competent jurisdiction to exceed the maximum time period or scope that such court or arbitrator deems enforceable, then such court or arbitrator shall reduce the time period or scope to the maximum time period or scope permitted by law. 12. TAXES All amounts paid under this Agreement shall be paid less all applicable state and federal tax withholdings and any other withholdings required by any applicable jurisdiction. 13. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of California. 14. INTERPRETATION This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. Sections and section headings contained in this Agreement are for reference purposes only, and shall not affect in any manner the meaning or interpretation of this Agreement. Whenever the context requires, references to the singular shall include the plural and the plural the singular. 15. OBLIGATIONS SURVIVE TERMINATION OF EMPLOYMENT Executive agrees that any and all of Executive’s obligations under this Agreement, including, but not limited to, Exhibit B, shall survive the termination of employment and the termination of this Agreement. 16. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement, but all of which together shall constitute one and the same instrument. To the maximum extent permitted by law or any applicable governmental authority, any document may be signed and transmitted by PDF or facsimile with the same validity as if it were an ink-signed document.
11 17. AUTHORITY Each party represents and warrants that such party has the right, power and authority to enter into and execute this Agreement and to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its terms. 18. ENTIRE AGREEMENT This Agreement is intended to be the final, complete, and exclusive statement of the terms of Executive’s employment by the Company and may not be contradicted by evidence of any prior or contemporaneous statements or agreements, except for agreements specifically referenced herein (including the Proprietary Information Agreement to be delivered by Executive, and any applicable employee equity incentive agreement). To the extent that the practices, policies or procedures of the Company, now or in the future, apply to Executive and are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. Any subsequent change in Executive’s duties, position, or compensation will not affect the validity or scope of this Agreement. 19. EXECUTIVE ACKNOWLEDGEMENT EXECUTIVE ACKNOWLEDGES EXECUTIVE HAS HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL CONCERNING THIS AGREEMENT, THAT EXECUTIVE HAS READ AND UNDERSTANDS THE AGREEMENT, THAT EXECUTIVE IS FULLY AWARE OF ITS LEGAL EFFECT, AND THAT EXECUTIVE HAS ENTERED INTO IT FREELY BASED ON EXECUTIVE’S OWN JUDGMENT AND NOT ON ANY REPRESENTATIONS OR PROMISES OTHER THAN THOSE CONTAINED IN THIS AGREEMENT. [signatures next page]
12 In Witness Whereof, the parties have duly executed this Agreement as of the date first written above. “COMPANY”: CIBUS, INC. By: /s/ Mark Finn__________________________________ Name: Mark Finn__________________________________ Its: Chairman of the Board__________________________________ “EXECUTIVE”: /s/ Craig Wichner__________________________________ CRAIG WICHNER
EXHIBIT A PERMITTED ACTIVITIES Pursuant to Section 1.2 of the Agreement, Executive shall be permitted to continue Executive’s existing service and activities with respect to the following, in each case to a no greater extent than such service or activities currently exist, provided that such service and activities do not materially interfere with Executive’s duties under this Agreement and do not conflict with the operations, policies or interests the Company: 1. Farmland LP. Executive’s role as Founder and Managing Partner of Farmland LP (and its affiliated entities), including ongoing oversight, management, advisory, and transition responsibilities related to Farmland LP’s operations, investments, and portfolio, and any compensation derived therefrom. 2. Farmland Capital Alliance. Executive serves on the board of directors. 3. Wichner AI Technology. Executive’s continued ownership, development, licensing, and commercialization of Executive’s proprietary artificial intelligence technology and related intellectual property, with the parties having such rights and obligations as specified in the PIIA. 4. Family Real Estate. Executive’s management of private family real estate holdings and investments, including any entities through which such holdings are owned or managed. 5. Passive Investments. Passive investments in any entity (subject to the 5% limitation set forth in Section 1.2 with respect to publicly held companies). 6. Board, Advisory, and Charitable Activities. Executive’s continued service on any boards of directors, advisory boards, or charitable/nonprofit organizations on which Executive serves as of the Effective Date, including Farmland Capital Alliance. Executive represents to the Company that none of the foregoing service or activities, as they currently exist, conflict with the operations, policies or interests the Company. For the avoidance of doubt, Executive shall not be required to obtain the prior consent of the Board for any of the activities listed above, but shall, upon the request of the Board provide information regarding the extent of Executive’s services and activities from time to time. Executive shall promptly notify the Board if any material change in the nature or scope of the foregoing service or activities is reasonably likely to interfere with Executive’s duties under this Agreement.
EXHIBIT B GENERAL RELEASE OF CLAIMS This General Release of Claims (hereinafter “Release”) is entered into this _____ day of _______________, by and between Craig Wichner (“Executive”) and Cibus, Inc. (“Company”). RECITALS A. On June 8, 2026, Executive became employed by the Company according to the terms and conditions of the Executive Employment Agreement between the parties (“Employment Agreement”). B. On or about _______________, Executive’s employment with the Company was terminated pursuant to Section 3 of the Employment Agreement. C. According to the terms and conditions of the Employment Agreement, Executive is entitled to certain severance payments and other benefits if Executive executes this Release. By execution hereof, Executive understands and agrees that this Release is a compromise of doubtful and disputed claims, if any, which remain untested; that there has not been a trial or adjudication of any issue of law or fact herein; that the terms and conditions of this Release are in no way to be construed as an admission of liability on the part of the Company and that the Company denies any liability and intends merely to avoid litigation with this Release. AGREEMENT NOW THEREFORE FOR MUTUAL CONSIDERATION, the receipt and sufficiency of which the parties hereto acknowledge, the parties agree as follows: 1. Executive, for Executive and Executive’s spouse, heirs, assigns, executors, administrators, agents, successors and affiliates, hereby unconditionally, irrevocably and absolutely releases and discharges the Company and its past and present affiliates, owners, directors, officers, employees, agents, attorneys, heir, representatives, legatees, stockholders, insurers, divisions, successors and/or assigns and any related holding, parent or subsidiary corporations, from any and all known or unknown loss, liability, claims, costs (including, without limitation, attorneys’ fees), demands, causes of action, or suits of any type (collectively “Claims”), whether in law and/or in equity, related directly or indirectly or in any way connected with any transaction, affairs or occurrences between them and arising on or prior to the date hereof in connection with Executive’s employment with the Company, the termination of said employment and claims of emotional or physical distress related to such employment or termination. This Release specifically applies to any claims for age discrimination in employment, including any claims arising under the Age Discrimination In Employment Act if over 40, or any other statutes or laws that govern discrimination in employment. 2. Executive irrevocably and absolutely agrees that Executive will not prosecute nor cooperate with any prosecution on Executive’s behalf in any administrative agency, whether federal or state, or in any court, whether federal or state, any claim or demand of any type related to the matters
B-2 released in Section 1, it being an intention of the parties that with the execution of this Release, the Company and its past and present affiliates, owners, directors, officers, employees, agents, attorneys, heir, representatives, legatees, stockholders, insurers, divisions, successors and/or assigns and any related holding, parent or subsidiary corporations will be absolutely, unconditionally and forever discharged of and from all obligations to or on behalf of the other related in any way to the matters released in Section 1. Notwithstanding anything herein to the contrary, Section 1 and Section 2 of this Release exclude: (i) any claims which cannot be waived by law (ii) any claims that may arise after the effective date of this Release, which is the date Executive signs this Release (iii) Executive’s right to enforce the Employment Agreement; (iv) Executive’s right to file a charge or complaint with or participate in an investigation by the Equal Employment Opportunity Commission, the Securities and Exchange Commission (SEC), the National Labor Relations Board (NLRB), or other government agency without providing advance notice to the Company; (v) any claims for indemnification or advancement of expenses under any separate agreement, organizational document of the Company or state law; and (vi) any claims to vested benefits under the Company’s benefit plans. Further, Executive does not give up the right to seek or receive a monetary award from a government-administered whistleblower award program, except that Executive waives any right to monetary relief related to any charge or administrative complaint with the Equal Employment Opportunity Commission or any state or local fair employment practices agency. 3. Executive agrees to treat all matters related to this Release as confidential (“Confidential Information”); provided, however, that nothing herein shall be deemed to preclude Executive from giving statements, affidavits, depositions, testimony, declarations, or other disclosures required by or pursuant to legal process, or from disclosing Confidential Information to Executive’s legal counsel, tax advisor or spouse. Similarly, Executive shall not make, issue, disseminate, publish, print or announce any news release, public statement or announcement with respect to the Confidential Information, or any aspect thereof. Nothing in this Release or any other agreement signed by Executive prohibits Executive from reporting possible violations of law or regulation to, or communicating with, any governmental agency, entity or self-regulating organization including, but not limited to, the Department of Justice, the SEC, Congress, and any agency Inspector General, or making other disclosures that are protected under any law or regulation. Executive does not need the Company’s prior authorization to make such reports or disclosures, and Executive is not required to notify the Company that such a report or disclosure has been made. 4. Executive agrees not to (i) make any unfavorable or disparaging comments or remarks (whether written or oral) to third parties regarding the Company or its officers, directors and employees; or (ii) endorse, approve, disseminate, or assist in the dissemination of, any unfavorable or disparaging comments or remarks (whether written or oral) made by any third party regarding the Company or its officers, directors and employees. However, the foregoing shall not restrict Executive from making factual statements regarding the Company’s products or services made in ordinary competition with the Company following the end of Executive’s employment.
B-3 5. Executive and the Company do certify that Executive and the Company have read all of this Release, and that Executive and the Company fully understands all of the same. Executive hereby expressly waives all of the benefits and rights granted to Executive pursuant to any applicable law or regulation to the effect that: A general release does not extend to claims which the creditor does not know of or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. 6. Executive and the Company further declare and represent that no promise, inducement or agreement not herein expressed has been made to either and that this Release contains the full and entire agreement between and among the parties, and that the terms of this Release are contractual and not a mere recital. 7. The validity, interpretation, and performance of this Release shall be construed and interpreted according to the laws of the State of California. 8. This Release may be pleaded as a full and complete defense and may be used as the basis for an injunction against any action, suit or proceeding that may be prosecuted, instituted or attempted by either party in breach thereof. 9. If any provision of this Release, or part thereof, is held invalid, void or voidable as against the public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions, and parts thereof, of this Release are declared to be severable. 10. It is understood that this Release is not an admission of any liability by any person, firm association or corporation but is in compromise of any disputed claim. 11. Executive represents, acknowledges and agrees that the Company has advised him, in writing, to discuss this Release with an attorney, and that to the extent, if any, that Executive has desired, Executive has done so; that the Company has given Executive twenty-one (21) days to review and consider this Release before signing it, and Executive understands that Executive may use as much of this twenty-one (21) day period as Executive wishes prior to signing; that no promise, representation, warranty or agreements not contained herein have been made by or with anyone to cause Executive to sign this Release; that Executive has read this Release in its entirety, and fully understands and is aware of its meaning, intent, contents and legal effect; and that Executive is executing this Release voluntarily, and free of any duress or coercion. 12. The parties acknowledge that for a period of seven (7) days following the execution of this Release by Executive, Executive may revoke the Release, and the Release shall not become effective or enforceable until the revocation period has expired. This Release shall become effective eight (8) days after it is signed by Executive. [signatures next page]
B-4 IN WITNESS WHEREOF, the undersigned have executed this Release on the dates shown below. “COMPANY”: Cibus, Inc. By: _________________________________ Print Name: _________________________________ Its: _________________________________ Dated: _________________________________ “EXECUTIVE”: _________________________________ Craig Wichner
EX-31.1
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cbus-20260630xexx311.htm
EX-31.1
Document
Exhibit 31.1
CERTIFICATION PURSUANT TO RULES 13a-l4(a) AND l5d-l4(a)
UNDER THE SECURITIES EXCHANGE ACT, AS AMENDED
I, Craig Wichner, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Cibus, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: August 13, 2026 |
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| /s/ Craig Wichner |
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| Craig Wichner |
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EX-31.2
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cbus-20260630xexx312.htm
EX-31.2
Document
Exhibit 31.2
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT, AS AMENDED
I, Cornelis (Carlo) Broos, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Cibus, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: August 13, 2026 |
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| /s/ Cornelis (Carlo) Broos |
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| Cornelis (Carlo) Broos |
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| Chief Financial Officer |
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EX-32.1
7
cbus-20260630xexx321.htm
EX-32.1
Document
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Cibus, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: August 13, 2026 |
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| /s/ Craig Wichner |
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| Craig Wichner |
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| Chief Executive Officer |
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| /s/ Cornelis (Carlo) Broos |
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| Cornelis (Carlo) Broos |
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| Chief Financial Officer |
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