Cibus, Inc 10-Q for FY2026 Q2

Cibus, Inc. (CBUS)

10-Q 2026-08-13 For: 2026-06-30

Added on August 14, 2026

About this 10-Q

Cibus, Inc filed this 10-Q on August 13, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).

Headline figures

Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $994K; up 6.5% from $933K a year earlier
Net loss: $22.15M; compared with a net loss of $25.37M a year earlier
Diluted EPS: -$0.29; compared with -$0.61 a year earlier

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Delaware						27-1967997
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

6455 Nancy Ridge Drive San Diego, CA						92121
(Address of principal executive offices)						(Zip Code)


Table of Contents
PART I. FINANCIAL INFORMATION			4
Item 1. Condensed Consolidated Financial Statements			4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			24
Item 4. Controls and Procedures			31
PART II. OTHER INFORMATION			32
Item 1. Legal Proceedings			32
Item 1A. Risk Factors			32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			32
Item 5. Other Information			32
Item 6. Exhibits			33
SIGNATURES			34



	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


	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


	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)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	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


	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


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


	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)


	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


	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



	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



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


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


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


In Thousands	Goodwill
Balance as of December 31, 2024	$	253,466
Goodwill impairment	(20,950)
Balance as of June 30, 2025	$	232,516


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


	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


	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


	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


	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



	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	%


	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	%


	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	%


Exhibit Number						Description

3.1						Second Amended and Restated Certificate of Incorporation of Cibus, Inc., dated May 31, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 1, 2023)

3.2						Amended and Restated Bylaws of Cibus, Inc., dated May 31, 2023 (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on June 1, 2023)

10.1*†+#						Executive Employment Agreement, dated as of June 8, 2026, between Cibus, Inc. and Craig Wichner

10.2*						O pen Market Sale Agreement, dated May 15, 2026, between Cibus, Inc. and Jefferies, LLC (incorporated by reference to Exhibit 1.2 to the Company ’s Registration Statement on Form S-3, filed on May 15, 202 6)

10.3*						Form of Employee Proprietary Information, Nondisclosure and Innovation Assignment Agreement

10.4*						Form of Employee Proprietary Information, Inventions, Non-Compete and Non-Solicit Agreement

31.1*						Certification of the Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act

31.2*						Certification of the Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act

32.1*						Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*						Inline XBRL Instance Document

101.SCH*						Inline XBRL Taxonomy Extension Schema Document

101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*						The cover page for the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, has been formatted in Inline XBRL (contained in Exhibit 101)


			CIBUS, INC.

			By:						/s/ Craig Wichner
			Name:						Craig Wichner
			Title:						Chief Executive Officer (Principal Executive Officer)

			By:						/s/ Cornelis (Carlo) Broos
			Name:						Cornelis (Carlo) Broos
			Title:						Chief Financial Officer (Principal Financial and Accounting Officer)


Date: August 13, 2026

/s/ Craig Wichner
Craig Wichner
Chief Executive Officer