Cibus, Inc 10-Q for FY2024 Q2

Cibus, Inc. (CBUS)

10-Q 2024-08-08 For: 2024-06-30

Added on April 09, 2026

About this 10-Q

Cibus, Inc filed this 10-Q on August 8, 2024, covering the quarter ended June 30, 2024 (FY2024 Q2).

Headline figures

Quarter ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $838K; up 325.4% from $197K a year earlier
Net loss: $24.88M; compared with a net loss of $18.69M a year earlier
Diluted EPS: -$1.14; compared with -$3.05 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			31
Item 4. Controls and Procedures			38
PART II. OTHER INFORMATION			39
Item 1. Legal Proceedings			39
Item 1A. Risk Factors			39
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			39
Item 5. Other Information			39
Item 6. Exhibits			40
SIGNATURES			41


	June 30, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	30,021	$	32,699
Accounts receivable	1,058		530
Prepaid expenses and other current assets	2,020		1,991
Total current assets	33,099		35,220
Property, plant, and equipment, net	13,764		15,775
Operating lease right-of-use assets	35,603		21,685
Intangible assets, net	34,494		35,411
Goodwill	434,898		434,898
Other non-current assets	1,522		1,422
Total assets	$	553,380	$	544,411
Liabilities, redeemable noncontrolling interest, and stockholders’ equity
Current liabilities:
Accounts payable	$	6,196	$	6,127
Accrued expenses	2,714		1,747
Accrued compensation	3,682		3,858

Deferred revenue	1,623		1,210
Current portion of notes payable	404		833
Current portion of financing lease obligations	105		187
Current portion of operating lease obligations	3,862		5,927
Class A common stock warrants	10,379		1,418
Other current liabilities	7		16
Total current liabilities	28,972		21,323
Notes payable, net of current portion	365		536
Financing lease obligations, net of current portion	119		113
Operating lease obligations, net of current portion	32,824		17,025
Royalty liability - related parties	182,330		165,252
Other non-current liabilities	1,700		1,868
Total liabilities	246,310		206,117
Commitments and contingencies (See Note 9)
Redeemable noncontrolling interest	36,572		44,824
Stockholders’ equity:
Class A common stock, $0.0001 par value; 210,000,000 shares authorized; 23,529,689 shares issued and 23,015,417 shares outstanding as of June 30, 2024; 21,240,379 shares issued and 20,567,656 shares outstanding as of December 31, 2023	8		8
Class B common stock, $0.0001 par value; 90,000,000 shares authorized; 3,112,516 shares issued and outstanding as of June 30, 2024, and 3,142,636 shares issued and outstanding as of December 31, 2023	—		—
Additional paid-in capital	800,606		775,017
Class A common stock in treasury, at cost; 45,177 shares as of June 30, 2024, and 32,663 shares as of December 31, 2023	(1,999)		(1,785)
Accumulated deficit	(528,096)		(479,778)
Accumulated other comprehensive income (loss)	(21)		8
Total stockholders’ equity	270,498		293,470
Total liabilities, redeemable noncontrolling interest, and stockholders’ equity	$	553,380	$	544,411


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenue:
Revenue	$	838	$	197	$	1,383	$	239
Total revenue	838		197		1,383		239
Operating expenses:
Research and development	12,993		8,429		25,006		10,638
Selling, general, and administrative	9,327		11,079		16,312		13,375
Total operating expenses	22,320		19,508		41,318		24,013
Loss from operations	(21,482)		(19,311)		(39,935)		(23,774)
Royalty liability interest expense - related parties	(8,749)		(2,617)		(17,078)		(2,617)
Other interest income, net	169		99		362		78
Non-operating income, net	1,580		1,320		1,211		410
Loss before income taxes	(28,482)		(20,509)		(55,440)		(25,903)
Income tax benefit (expense)	4		—		(10)		—
Net loss	$	(28,478)	$	(20,509)	$	(55,450)	$	(25,903)
Net loss attributable to redeemable noncontrolling interest	(3,595)		(1,819)		(7,132)		(1,819)
Net loss attributable to Cibus, Inc.	$	(24,883)	$	(18,690)	$	(48,318)	$	(24,084)
Basic and diluted net loss per share of Class A common stock	$	(1.14)	$	(3.05)	$	(2.26)	$	(6.73)
Weighted average shares of Class A common stock outstanding – basic and diluted	21,851,982		6,136,114		21,357,460		3,576,350


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net loss	$	(28,478)	$	(20,509)	$	(55,450)	$	(25,903)
Foreign currency translation adjustments	(5)		(2)		(33)		(2)
Comprehensive loss	(28,483)		(20,511)		(55,483)		(25,905)
Comprehensive loss attributable to redeemable noncontrolling interest	(3,596)		(1,819)		(7,136)		(1,819)
Comprehensive loss attributable to Cibus, Inc.	$	(24,887)	$	(18,692)	$	(48,347)	$	(24,086)


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, 2024	Redeemable Noncontrolling Interest		Shares	Amount		Shares	Amount		Additional Paid-In Capital		Shares in Treasury		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
Balance at March 31, 2024	$	41,610	21,014,970	$	8	3,142,636	$	—	$	783,351	$	(1,912)	$	(503,213)	$	(17)	$	278,217
Net loss	(3,595)		—	—		—	—		—		—		(24,883)		—		(24,883)
Stock-based compensation	—		—	—		—	—		2,815		—		—		—		2,815
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units	—		107,516	—		—	—		—		—		—		—		—
Issuance of common stock from the ATM facility, net of offering expenses	—		570,849	—		—	—		10,360		—		—		—		10,360
Issuance of common stock in registered direct offering, net	—		1,298,040						2,638								2,638
Payment of taxes related to vested restricted stock units	—		(6,078)	—		—	—		—		(87)		—		—		(87)
Change in value of redeemable noncontrolling interest including issuance of common stock upon exchange of common units	(1,442)		30,120	—		(30,120)	—		1,442		—		—		—		1,442
Foreign currency translation adjustments	(1)		—	—		—	—		—		—		—		(4)		(4)
Balance at June 30, 2024	$	36,572	23,015,417	$	8	3,112,516	$	—	$	800,606	$	(1,999)	$	(528,096)	$	(21)	$	270,498


			Class A Common Stock			Class B Common Stock
Three Months Ended June 30, 2023	Redeemable Noncontrolling Interest		Shares	Amount		Shares	Amount		Additional Paid-In Capital		Shares in Treasury		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
Balance at March 31, 2023	$	—	994,626	$	5	—	$	—	$	221,250	$	(1,043)	$	(217,545)	$	—	2,667
Net loss	(1,819)		—	—		—	—		—		—		(18,690)		—		(18,690)
Stock-based compensation	—		—	—		—	—		5,014		—		—		—		5,014
Issuance of common stock resulting from merger with Cibus Global, LLC	—		15,508,202	3		4,642,636	—		634,748		—		—		—		634,751
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units	—		136,220	—		—	—		—		—		—		—		—
Shares withheld for net share settlement	—		(32,647)	—		—	—		—		(742)		—		—		(742)
Redeemable noncontrolling interest resulting from merger with Cibus Global, LLC	138,685		—	—		—	—		(138,685)		—		—		—		(138,685)
Foreign currency translation adjustments	—		—	—		—	—		—		—		—		(2)		(2)
Balance at June 30, 2023	$	136,866	16,606,401	$	8	4,642,636	$	—	$	722,327	$	(1,785)	$	(236,235)	$	(2)	$	484,313


			Class A Common Stock			Class B Common Stock
Six Months Ended June 30, 2024	Redeemable Noncontrolling Interest		Shares	Amount		Shares	Amount		Additional Paid-In Capital		Shares in Treasury		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
Balance at December 31, 2023	$	44,824	20,567,656	$	8	3,142,636	$	—	$	775,017	$	(1,785)	$	(479,778)	$	8	$	293,470
Net loss	(7,132)		—	—		—	—		—		—		(48,318)		—		(48,318)
Stock-based compensation	—		—	—		—	—		5,343		—		—		—		5,343
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units	—		204,789	—		—	—		—		—		—		—		—
Issuance of common stock from the ATM facility, net of offering expenses			927,326						16,492								16,492
Issuance of common stock in registered direct offering, net	—		1,298,040						2,638								2,638
Payment of taxes related to vested restricted stock units	—		(12,514)	—		—	—		—		(214)		—		—		(214)

Change in value of redeemable noncontrolling interest including issuance of common stock upon exchange of common units	(1,116)		30,120	—		(30,120)	—		1,116		—		—		—		1,116
Foreign currency translation adjustments	(4)		—	—		—	—		—		—		—		(29)		(29)
Balance at June 30, 2024	$	36,572	23,015,417	$	8	3,112,516	$	—	$	800,606	$	(1,999)	$	(528,096)	$	(21)	$	270,498


			Class A Common Stock			Class B Common Stock
Six Months Ended June 30, 2023	Redeemable Noncontrolling Interest		Shares	Amount		Shares	Amount		Additional Paid-In Capital		Shares in Treasury		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
Balance at December 31, 2022	$	—	976,908	$	5	—	$	—	$	220,422	$	(1,043)	$	(212,151)	$	—	7,233
Net loss	(1,819)		—	—		—	—		—		—		(24,084)		—		(24,084)
Stock-based compensation	—		—	—		—	—		5,842		—		—		—		5,842
Issuance of common stock resulting from merger with Cibus Global, LLC	—		15,508,202	3		4,642,636	—		634,748		—		—		—		634,751
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units	—		153,938	—		—	—		—		—		—		—		—
Shares withheld for net share settlement	—		(32,647)	—		—	—		—		(742)		—		—		(742)
Redeemable noncontrolling interest resulting from merger with Cibus Global, LLC	138,685		—	—		—	—		(138,685)		—		—		—		(138,685)
Foreign currency translation adjustments	—		—	—		—	—		—		—		—		(2)		(2)
Balance at June 30, 2023	$	136,866	16,606,401	$	8	4,642,636	$	—	$	722,327	$	(1,785)	$	(236,235)	$	(2)	$	484,313


	Class A Common Stock	Class B Common Stock	Total Common Stock
Authorized	210,000,000	90,000,000	300,000,000
Issued	23,529,689	3,112,516	26,642,205
Outstanding	23,015,417	3,112,516	26,127,933


In Thousands	Deferred Revenue
Balance as of December 31, 2023	$	1,210
Consideration earned	(1,383)
Consideration received	1,796
Balance as of June 30, 2024	$	1,623


In Thousands	Deferred Revenue
Balance as of December 31, 2022	$	107
Acquired from merger with Cibus Global, LLC	1,186
Consideration earned	(239)
Consideration received	493
Balance as of June 30, 2023	$	1,547


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands, Except Share and Per Share Amounts	2024		2023		2024		2023
Numerator:
Net loss attributable to Cibus, Inc.	$	(24,883)	$	(18,690)	$	(48,318)	$	(24,084)
Denominator:
Weighted average shares of Class A common stock outstanding	21,801,982		6,136,114		21,307,460		3,576,350
Effect of pre-funded warrants	50,000		—		50,000		—
Weighted average shares of Class A common stock outstanding – basic and diluted	21,851,982		6,136,114		21,357,460		3,576,350
Basic and diluted net loss per share of Class A common stock	$	(1.14)	$	(3.05)	$	(2.26)	$	(6.73)


	As of June 30,
	2024	2023
Stock options outstanding	150,899	109,551
Unvested restricted stock units	115,541	101

Unvested restricted stock awards	469,095	1,001,644
Common warrants	1,456,523	158,483
Total	2,192,058	1,269,779


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


	June 30, 2024								December 31, 2023
	Fair Value of Assets								Fair Value of Assets
In Thousands	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Money market funds (1)	$	1,043	$	—	$	—	$	1,043	$	7,015	$	—	$	—	$	7,015
Total	$	1,043	$	—	$	—	$	1,043	$	7,015	$	—	$	—	$	7,015


	As of June 30, 2024	As of December 31, 2023
Estimated fair value of common warrants per share	$3.16 - $7.61	$	8.95
Assumptions:
Risk-free interest rate	4.3% - 4.5%	3.9		%
Expected volatility	103.1% - 105.5%	100.7		%
Expected term to liquidation (in years)	3.2 - 5.0	3.6


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


	Three Months Ended		Six Months Ended
Unaudited and in Thousands	June 30, 2023		June 30, 2023
Pro forma revenues	$	443	$	679
Pro forma net loss	(31,026)		(53,946)
Pro forma net loss attributable to controlling interest	(27,352)		(46,280)
Pro forma net loss attributable to redeemable noncontrolling interest	$	(3,674)	$	(7,666)


	June 30, 2024								December 31, 2023
	Fair Value of Liabilities								Fair Value of Liabilities
In Thousands	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Common Warrants	$	—	$	—	$	10,379	$	10,379	$	—	$	—	$	1,418	$	1,418
Total	$	—	$	—	$	10,379	$	10,379	$	—	$	—	$	1,418	$	1,418


In Thousands	Level 3 Fair Value of Liabilities
Balance as of December 31, 2023	$	1,418
Issued	10,151
Change in fair value	(1,190)
Balance as of June 30, 2024	$	10,379


In Thousands, except useful life	Useful Life (Years)	As of June 30, 2024		As of December 31, 2023
Property, plant, and equipment, net:
Buildings	10 - 20	$	900	$	900
Leasehold improvements	shorter of lease term or - 15	4,029		3,912
Office furniture and equipment	5 - 10	15,556		15,102
Office furniture and equipment under financing leases	3 - 7	3		373
Computer equipment and software	3 - 5	4,207		3,761
Assets in progress	N/A	623		704
Total property, plant, and equipment		25,318		24,752
Less accumulated depreciation and amortization		(11,554)		(8,977)
Total		$	13,764	$	15,775


In Thousands	Amortization Expense
Remainder of 2024	$	916
2025	$	1,833
2026	$	1,833
2027	$	1,833
2028	$	1,833
2029	$	1,833


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


	Options Exercisable	Weighted Average Exercise Price Per Share		Options Outstanding	Weighted Average Exercise Price Per Share
Balance as of December 31, 2023	108,781	$	365.07	109,521	$	367.35
Granted	—	—		41,396	14.82
Vested	18,598	26.55		—	—
Exercised	—	—		—	—
Forfeited	—	—		(18)	227.00
Balance as of June 30, 2024	127,379	$	315.64	150,899	$	270.66


	Restricted Stock Awards	Weighted Average Grant Date Fair Value
Unvested balance as of December 31, 2023	640,060	$	31.50
Granted	—	—
Vested	(168,313)	31.50
Forfeited	(2,652)	31.50
Unvested balance as of June 30, 2024	469,095	$	31.50


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


	As of June 30, 2024			As of December 31, 2023
In Thousands, except remaining term	Remaining Term (years)	Right-of-Use-Asset		Remaining Term (years)	Right-of-Use-Asset
Roseville, Minnesota lease	13.8	$	12,857	14.3	$	13,117
San Diego, California laboratory lease	1.2	2,407		1.7	3,377
San Diego, California headquarters lease	8.8	18,535		1.4	3,178
San Diego, California greenhouse lease	4.2	1,342		4.7	1,475
Other leases	< 1.0 - 3.0	462		< 1.0 - 3.0	538
Total		$	35,603		$	21,685


	As of June 30, 2024				As of December 31, 2023
	Operating		Financing		Operating		Financing
Weighted average remaining lease term (years)	10.3		1.3		10.6		1.3
Weighted average discount rate	7.5	%	10.6	%	7.5	%	9.8	%


	Three Months Ended June 30,
In Thousands, except per share and percentage values	2024		2023		$ Change		% Change
Revenue	$	838	$	197	$	641	325	%
Research and development	12,993		8,429		4,564		54	%
Selling, general, and administrative	9,327		11,079		(1,752)		(16)	%
Loss from operations	(21,482)		(19,311)		(2,171)		(11)	%
Royalty liability interest expense - related parties	(8,749)		(2,617)		(6,132)		(234)	%
Other interest income, net	169		99		70		71	%
Non-operating income, net	1,580		1,320		260		20	%
Loss before income taxes	(28,482)		(20,509)		(7,973)		(39)	%
Income tax benefit (expense)	4		—		4		NM
Net loss	$	(28,478)	$	(20,509)	$	(7,969)	(39)	%
Net loss attributable to redeemable noncontrolling interest	(3,595)		(1,819)		(1,776)		(98)	%
Net loss attributable to Cibus, Inc.	$	(24,883)	$	(18,690)	$	(6,193)	(33)	%
Basic and diluted net loss per share of Class A common stock	$	(1.14)	$	(3.05)	$	1.91	63	%


	Six Months Ended June 30,
In Thousands, except percentage values	2024		2023		$ Change		% Change
Net loss	$	(55,450)	$	(25,903)	$	(29,547)	(114)	%
Royalty liability interest expense - related parties	17,078		2,617		14,461		553	%

Depreciation and amortization	3,554		1,191		2,363		198	%
Stock-based compensation	5,343		5,842		(499)		(9)	%

Change in fair value of liability classified Class A common stock warrants	(1,190)		371		(1,561)		(421)	%
Other	(28)		—		(28)		NM
Changes in operating assets and liabilities	165		1,763		(1,598)		(91)	%
Net cash used by operating activities	$	(30,528)	$	(14,119)	$	(16,409)	(116)	%


Exhibit Number						Description

2.1						Agreement and Plan of Merger, dated January 13, 2023, by and among Cibus, Inc. (f/k/a Calyxt, Inc.), Calypso Merger Subsidiary, LLC, Cibus Global, LLC and the other parties thereto (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 17, 2023).

2.2						First Amendment to Agreement and Plan of Merger, dated as of April 14, 2023, by and among Cibus, Inc. (f/k/a Calyxt, Inc.) and Cibus Global, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 14, 2023)

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

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

4.1						Form of Common Warrant issued June 13, 2024 (incorporated by reference to Exhibit 4 .1 to the Registrant’s Current Report on Form 8-K filed with the SEC on J u ne 13 , 2024)

10.1						Form of Securities Purchase Agreement, dated as of June 11, 2024, between Cibus, Inc. and the Purchasers (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 13, 2024)

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

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

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

101.INS*						Inline XBRL Instance Document

101.SCH*						Inline XBRL Taxonomy Extension Schema Document

101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*						The cover page for the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, has been formatted in Inline XBRL


			CIBUS, INC.

			By:						/s/ Rory Riggs
			Name:						Rory Riggs
			Title:						Chief Executive Officer and Chairman (Principal Executive Officer)

			By:						/s/ Wade King
			Name:						Wade King
			Title:						Chief Financial Officer (Principal Financial and Accounting Officer)


Date: August 8, 2024

/s/ Rory Riggs
Rory Riggs
Chief Executive Officer and Chairman