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 yearendedDecember 31, 2024, filed with the SEC on March 20,2025 (Annual Report), including the Consolidated Financial Statements and Notes incorporated therein.
OVERVIEW AND BUSINESS UPDATE
Cibus is a leading agricultural biotechnology company that uses proprietary gene editing technologies to develop plant traits, which are specific genetic characteristics in the DNA of a plant's seed. These plant traits, or characteristics, influence how a resulting plant functions and/or interacts with its environment.
Cibus' Primary Business
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. These plant traits can be licensed to global seed companies where the licensee company will include these traits in their seed products and for that Cibus will receive an annual royalty for seed sold, usually structured as a per-acre planted royalty. This is not a new business model as many companies have developed traits that have been added to seed products and have garnered significant royalties for their developers over many years. Importantly, farmers are well acquainted with the value of these seeds with traits. Cibus' initial focus is on productivity traits, which can be associated with improving crop yields in the face of challenges such as weeds, pests, and diseases, can address environmental challenges with an overall reduction in the use of chemicals like fungicides, insecticides, or fertilizers, or can make crops more adaptable to environmental factors such as heat and drought in the face of climate change. In the near term, Cibus' priority pipeline program centers on Rice herbicide tolerance traits.
Priority Programs
In June 2025, building on efficiencies from restructuring initiatives introduced in late 2024 to date, the Company announced further streamlining of its operational focus to preserve capital resources and concentrate its working capital expenditures on the commercial advancement of the Company's weed management traits for Rice.
On July 21, 2025, the Board of Directors of Cibus approved a reduction in workforce of approximately 34 full-time employees as a pivotal step in implementing the Company's streamlined business focus. The Company expects that the reduction in workforce will be completed by December 31, 2025. The Company believes its Rice herbicide tolerance traits represent potential annual accessible royalties of over $200 million upon full commercialization across target markets.
Alongside its fully Company-funded Rice program, Cibus also continues to advance its bio-based fermentation biofragrance products program and its crop based sustainable ingredients work, the development of which are currently partially funded and/or supported by a consumer-packaged goods partner.
The Company anticipates that the cost reduction actions announced to date, including rationalizing human capital resources and certain non-core facilities, have the potential to reduce the Company's annual net cash usage to approximately $30.0 million by 2026, which is expected to contribute to improved cash flow and financial stability. Cibus plans to complete the implementation of this streamlined approach and related cost reduction actions over the remainder of 2025.
Opportunity Programs
The Company retains the rights to the remainder of its productivity trait portfolio and will opportunistically pursue partner-funded projects in such traits until such time as the Company's capital resources are sufficient to efficiently support a more robust development effort. Development activities to date, such as in-process field and greenhouse trials, will continue through completion.
Cibus' Technologies
Cibus' core technology is its propriety gene editing platform called the Rapid Trait Development System™ or RTDS®. It is the underlying technology for Cibus' Trait Machine™ process, providing a standardized end-to-end, semi-automated, high-throughput gene editing system that directly edits seed companies' elite germplasm. It is a time bound, reproducible, and predictable science-based breeding process. The RTDScan accelerate a plant breeding system, leading to a more industrialized approach to traits like herbicide tolerance (HT), which provide farmers with novel weed management solutions to increase their productivity. Over 500 patents or patents pending cover RTDSand many of the Company's gene edited traits. The Company considers the Trait Machine process an important technological milestone that represents a breakthrough in the achievement of a standardized, high-throughput gene editing system that provides the speed, precision, and scale to develop a new class of high value productivity traits that is the promise of gene editing.
Gene-edited traits are importantly distinguishable from traits developed with genetically modified organism (GMO) technologies. While GMO technologies enabled major improvements in farming productivity, they have faced regulatory and adoption headwinds because of
- 30 -
their use of foreign DNA, or transgenic material. For example, in the European Union (EU), GMO traits were essentially banned, and imports were heavily regulated. Numerous regulatory agencies in the Americas, including the United States, Canada, and Argentina, have confirmed that Cibus' RTDS-developed trait products are non-transgenic and are not subject to heightened GMO regulation in these markets.
Business Developments Year to Date
The first nine months of 2025 have marked significant progress across Cibus' key platforms and initiatives and saw key regulatory validation of Cibus' RTDStechnologies in the United States and Ecuador. In January 2025, Cibus established production standards for its proprietary RTDSgene editing process across its Rice and Canola platforms, which the Company believes has the capability to edit and return customer elite germplasm with specific edits within 12 to 15 months. This important capability has been valuable with respect to advancing Cibus' commercial strategies, particularly within Rice where the Company is engaging in discussions with prospective customers in geographies where Rice is cultivated globally.
In terms of Cibus' progress within its product platforms, in January 2025, the Company successfully edited Soybean cells for its HT2 trait, achieving sufficiently high editing rates to enable expanded platform development. In March 2025, the Company announced the achievement of a milestone in its Rice platform, receiving field trial results for stacked gene edited herbicide tolerance traits, representing the first known trial utilizing stacked gene edited herbicide tolerance traits in Rice for improved weed management. In July 2025, the Company signed a material transfer agreement with Semillano, a Colombian Rice seed company, to advance commercialization of Cibus' Rice herbicide tolerance traits in Latin America. In August 2025, the Company also signed a material transfer agreement with Centro Internacional de Agricultura Tropical (CIAT), which works with the Latin American Fund for Irrigated Rice (FLAR) and participates in the Hybrid Rice Consortium for Latin America (HIAAL), to provide its HT3 clethodim herbicide tolerance trait to be introduced into HIAAL's elite rice germplasm, representing significant expanded market access across Latin America. In October 2025, the Company entered an agreement engaging AgVayā to develop a comprehensive strategy to expand Cibus' presence in India - the world's second-largest producer and the largest exporter of rice, with approximately 125 million acres under cultivation. The engagement will focuses on enabling joint development and commercialization of advanced herbicide and sustainability traits, creating opportunities for Indian rice seed companies and public agencies to integrate cutting-edge gene editing solutions. The Company completed delivery of three Rice lines with the HT3 trait to an existing United States customer and remains on track for targeted initial commercial launches in Latin America beginning in 2027 and expanding to the United States in 2028.
Within its partner-funded and/or supported sustainable ingredients program, Cibus successfully completed pre-commercial pilot runs with its fermentation contractor during the third quarter 2025. The Company received initial payments (partially offsetting related R&D expenses) in the fourth quarter 2025, marking the Company's first payment from this program and representing an important validation milestone. Cibus is positioned for targeted commercial expansion planned in 2026.
Achievements within Cibus' opportunity programs also highlight the Company's strong pipeline of traits available for partnerships. For instance, in the third quarter of 2025,the Company completed its 2025 North American field trials, initiated this past spring, for HT2 herbicide tolerance and pod shatter reduction (PSR) in Winter Oilseed Rape (WOSR - winter canola) initiated in the fall of 2024, demonstrating encouraging performance, positioning these traits for potential future partner development. In October 2025, Cibus announced positive field trial results for second-generation herbicide tolerance (HT2) edited Canola. Following successful greenhouse evaluations, Cibus conducted HT2 Canola field trials during the 2025 growing season at two United States locations, confirming both acceptable herbicide resistance of this improved version of the HT2 trait and similar yield to the unedited parent. The HT2 trait can be stacked with other herbicide resistance traits, giving growers additional options and greater flexibility in weed management. HT2 will be offered to potential seed licensing partners for introduction into commercial Canola seed products.
The Company also reported development progress, having completed edits in each of four modes of action (MOA) for its Sclerotiniaresistance trait in Canola and field tests in small plots have been performed for three of them.
Regulatory Landscape
On the regulatory front, the Company achieved a historic milestone when the California Rice Commission's Rice Certification Committee approved Cibus' field research proposal on February 26, 2025, marking the first authorization for planting gene edited Rice in California. In April 2025, USDA-APHIS designated two of Cibus' Canola traits as not regulated under USDA biotechnology regulations (7 CFR Part 340), including both its improved weed management and plant disease resistance traits. In June 2025, USDA-APHIS further determined Cibus' HT2 herbicide-tolerance trait in Canola is "not regulated" under USDA biotechnology regulations (7 CFR Part 340), marking the 17th Cibus trait to be so designated by the agency, and thereby addressing a key commercialization hurdle in the United States. This confirmation with Cibus' most recent trait products reiterated the regulatory treatment for RTDSprecision gene editing technologies in the United States. In Latin America, the Company also saw a positive regulatory development in Ecuador related to Cibus' HT1 and HT3 Rice traits in April 2025. The Ministry of Agriculture and Livestock in Ecuador determined that Cibus' HT1 and HT3 Rice traits are equivalent to those developed through conventional breeding and subject to the same regulations as conventional seed in accordance with the provisions of the Organic Law of Agrobiodiversity, Seeds and Promotion of Sustainable Agriculture and its
- 31 -
Regulations (LOASFAS). This determination was important since Ecuador strictly prohibits the commercial planting of transgenic (GMO) crops, reinforcing the Company's view that the global regulatory environment is increasingly supportive of gene editing.
On March 14, 2025, EU member states endorsed the EU Council's (Council) negotiating mandate on the regulation of plants obtained by New Genomic Techniques (NGTs). This important advancement enables the Council to engage in 3-way discussions (known as trilogue discussions) with the EU Parliament and the European Commission to agree on the final text of the legislation to be proposed for final adoption. The Polish Member State led these discussions and made important progress before handing off to the Danish leadership on June 30, 2025. The EU regulatory process for NGTs continues to advance toward resolution. Key language regarding NGT categorization and the ability to patent NGT plants, plant parts, or material has been agreed upon, with final text being refined across remaining amendment categories. The EU legislation is important as it has the potential to open a large market and establishes a model for trade and cultivation guidelines for many countries around the world.
Concurrently, the UK completed the passage of secondary legislation on May 6, 2025, the UK government is rapidly progressing toward implementing its regulatory framework for Precision Bred Organisms (PBOs), scheduled to go live on November 13, 2025. The Department for Environment, Food and Rural Affairs (DEFRA) and the Food Standards Agency (FSA) have published guidelines for industry and Cibus has participated as a test case for the UK's new review process, as the Company has been active in field testing for the past two years. Cibus has been selected for this as the Company has been actively engaged in the development of regulatory guidelines and has experience conducting field trials in the UK, Cibus believes that it is well positioned to navigate this new regulatory process. Classification as a PBO will reduce regulatory barriers and is expected to provide the Company and its partners with the ability to expand product development in the UK, positioning both to move quickly once the EU NGT regulatory framework is established.
The Company believes ongoing harmonization of regulatory frameworks will open significant new market opportunities for gene editing technologies.
Management's Summary
In summary, 2025 to date has demonstrated clear advancement of the Company's strategy and the transformative potential of its RTDStechnology platform. Cibus' time bound and predictable approach to trait development is continuing to resonate with customers and partners alike, attracting commercial interest across its platforms. Cibus is positioned at an important inflection point in the agricultural industry with regulatory progress advancing globally, the Company's Rice traits moving into customer germplasm, and continuing to advance newly edited genes in Canola and WOSR associated with different MOA in its disease resistance program.
The Company has incurred net losses since its inception. As of September 30, 2025, the Company had an accumulated deficit of $827.0 million. The Company's net loss was $100.3 million for the nine months ended September 30, 2025. 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.
January 2025 Registered Direct Offering
In January 2025, the Company (i) issued 4,340,000 shares of its Class A Common Stock and (ii) in lieu of Class A Common Stock issued to Mr. Riggs and other investors, pre-funded warrants (2025 Pre-Funded Warrants) to purchase 4,700,000 shares of Class A Common Stock, in each case, together with an accompanying common warrant (2025 Common Warrants) to purchase up to 4,340,000 shares of Class A Common Stock and 4,700,000 shares of Class A Common Stock, respectively, in a registered direct offering (January 2025 Follow-On Offering). The combined offering price for each share of Class A Common Stock and the accompanying 2025 Common Warrant was $2.50. The combined offering price for each 2025 Pre-Funded Warrant and the accompanying 2025 Common Warrant was $2.4999. The 2025 Common Warrants have an exercise price of $2.50 per share of Class A Common Stock and became exercisable upon approval by Cibus' stockholders on May 22, 2025. The 2025 Common Warrants are exercisable for five years following the May 22, 2025, stockholder approval, subject to beneficial ownership limitations included in the terms of such securities. The 2025 Pre-Funded Warrants were immediately exercisable upon issuance and are exercisable until fully exercised at their exercise price of $0.0001 per share of Class A Common Stock, subject to beneficial ownership limitations. The Company received net proceeds related to the January 2025 Follow-On Offering of approximately $21.4 million after deducting approximately $1.2 million for placement agent commissions and other offering expenses payable by the Company. During the nine months ended September 30, 2025, 4,300,000 2025 Pre-Funded Warrants were exercised.
Certain investors in the January 2025 Follow-On Offering were, at the time of that offering, holders of outstanding 2024 Common Warrants to purchase up to 1,198,040 shares of Class A Common Stock. The exercise price for the 2024 Common Warrants initially was $10.00 per share (or $10.07 per share, in the case of 2024 Common Warrants issued to Mr. Riggs). Concurrent with the January 2025 Follow-On Offering, the Company agreed to contractual amendments with those certain investors (Warrant Amendment Agreement) to (i) reduce the exercise price of those 2024 Common Warrants to $2.50 per share, (ii) reduce the threshold for satisfaction of the trading condition in respect of the redemption provisions from $20.00 per share to $5.00 per share as well as adding a redemption notice of 30 days, and (iii) extend the termination date of those 2024 Common Warrants held by those certain investors to five years following the closings of the January 2025 Follow-On Offering. The Warrant Amendment Agreement with respect to Mr. Riggs, was conditioned on, and was not effective until, the trading day after the Company obtained the requisite approval from its stockholders, which occurred on
- 32 -
May 22, 2025.
Resignation of Executive Officer
On February 24, 2025, Rory Riggs resigned as the Chief Executive Officer of the Company. Mr. Riggs continues to serve as a director. Pursuant to the Company's succession planning strategy, Peter Beetham, the Company's President and Chief Operating Officer, was appointed as Interim Chief Executive Officer while the Company's Board of Directors initiates a search for the Company's next Chief Executive Officer.
June 2025 SEC-Registered Public Offering
In June 2025, the Company issued 15,714,285 shares of its Class A Common Stock including 5,714,286 shares issued to Mr. Riggs (June 2025 Follow-On Offering). The offering price for each share of Class A Common Stock was $1.75. The Company received net proceeds related to the June 2025 Follow-On Offering of approximately $25.0 million after deducting approximately $2.5 million for placement agent commissions and other offering expenses payable by the Company.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025, COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2024
A summary of the Company's results of operations for the three months ended September 30, 2025, and 2024 follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
In Thousands, except per share and percentage values
|
2025
|
|
2024
|
|
$ Change
|
|
% Change
|
|
Revenue
|
$
|
615
|
|
|
$
|
1,667
|
|
|
$
|
(1,052)
|
|
|
(63)
|
%
|
|
Research and development
|
10,784
|
|
|
12,990
|
|
|
(2,206)
|
|
|
(17)
|
%
|
|
Selling, general, and administrative
|
5,269
|
|
|
7,682
|
|
|
(2,413)
|
|
|
(31)
|
%
|
|
Goodwill impairment
|
-
|
|
|
181,432
|
|
|
(181,432)
|
|
|
(100)
|
%
|
|
Loss from operations
|
(15,438)
|
|
|
(200,437)
|
|
|
184,999
|
|
|
92
|
%
|
|
Royalty liability interest expense - related parties
|
(9,030)
|
|
|
(8,875)
|
|
|
(155)
|
|
|
(2)
|
%
|
|
Other interest income, net
|
158
|
|
|
160
|
|
|
(2)
|
|
|
(1)
|
%
|
|
Non-operating income, net
|
1
|
|
|
7,706
|
|
|
(7,705)
|
|
|
(100)
|
%
|
|
Loss before income taxes
|
(24,309)
|
|
|
(201,446)
|
|
|
177,137
|
|
|
88
|
%
|
|
Income tax benefit (expense)
|
6
|
|
|
(13)
|
|
|
19
|
|
|
146
|
%
|
|
Net loss
|
$
|
(24,303)
|
|
|
$
|
(201,459)
|
|
|
$
|
177,156
|
|
|
88
|
%
|
|
Net loss attributable to noncontrolling interest and redeemable noncontrolling interest
|
(762)
|
|
|
(21,491)
|
|
|
20,729
|
|
|
96
|
%
|
|
Net loss attributable to Cibus, Inc. stockholders
|
$
|
(23,541)
|
|
|
$
|
(179,968)
|
|
|
$
|
156,427
|
|
|
87
|
%
|
|
Basic and diluted net loss per share of Class A common stock
|
$
|
(0.44)
|
|
|
$
|
(7.63)
|
|
|
$
|
7.19
|
|
|
94
|
%
|
Revenue
Revenue was $0.6 million in the third quarter of 2025, a decrease of $1.1 million from the third quarter of 2024. The decrease was driven by amounts earned from collaboration agreements related to contract research for Rice and Sustainable Ingredients.
Research and Development Expense
R&D expense was $10.8 million in the third quarter of 2025, a decrease of $2.2 million from the third quarter of 2024. The decrease was primarily due to cost reduction initiatives.
Selling, General, and Administrative Expense
SG&A expense was $5.3 million in the third quarter of 2025, a decrease of $2.4 million from the third quarter of 2024. The decrease was primarily due to cost reduction initiatives.
Goodwill Impairment
There was no goodwill impairment in the third quarter of 2025, a decrease of $181.4 million from the third quarter of 2024. The decrease was due to the impairment of goodwill resulting from a fair value assessment, based on the decline of the Company's stock
- 33 -
price, performed in the third quarter of 2024 versus no impairment in the third quarter of 2025.
Royalty Liability Interest Expense - Related Parties
Royalty liability interest expense - related parties was $9.0 million in the third quarter of 2025, an increase of $0.1 million from the third quarter of 2024. 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 $0.2 million in the third quarter of 2025, a nominal decrease from the third quarter of 2024. The nominal decrease was driven by slightly lower cash balances.
Non-Operating Income, net
Non-operating income, net was nominal in the third quarter of 2025, a decrease of $7.7 million from the third quarter of 2024. The decrease was driven by 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 and Redeemable Noncontrolling Interest
Net loss attributable to noncontrolling interest and redeemable noncontrolling interest was $0.8 million in third quarter of 2025, a decrease in net loss attributable to noncontrolling interest and redeemable noncontrolling interest of $20.7 million, from the third quarter of 2024. The decrease in net loss attributable to noncontrolling interest and redeemable noncontrolling interest is a result of less Up-C Units, 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 NINE MONTHS ENDED SEPTEMBER 30, 2025, COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2024
A summary of the Company's results of operations for the nine months ended September 30, 2025, and 2024 follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
In Thousands, except per share and percentage values
|
2025
|
|
2024
|
|
$ Change
|
|
% Change
|
|
Revenue
|
$
|
2,582
|
|
|
$
|
3,050
|
|
|
$
|
(468)
|
|
|
(15)
|
%
|
|
Research and development
|
34,811
|
|
|
37,996
|
|
|
(3,185)
|
|
|
(8)
|
%
|
|
Selling, general, and administrative
|
21,776
|
|
|
23,994
|
|
|
(2,218)
|
|
|
(9)
|
%
|
|
Goodwill impairment
|
20,950
|
|
|
181,432
|
|
|
(160,482)
|
|
|
(88)
|
%
|
|
Loss from operations
|
(74,955)
|
|
|
(240,372)
|
|
|
165,417
|
|
|
69
|
%
|
|
Royalty liability interest expense - related parties
|
(26,075)
|
|
|
(25,953)
|
|
|
(122)
|
|
|
-
|
%
|
|
Other interest income, net
|
383
|
|
|
522
|
|
|
(139)
|
|
|
(27)
|
%
|
|
Non-operating income, net
|
417
|
|
|
8,917
|
|
|
(8,500)
|
|
|
(95)
|
%
|
|
Loss before income taxes
|
(100,230)
|
|
|
(256,886)
|
|
|
156,656
|
|
|
61
|
%
|
|
Income tax expense
|
(23)
|
|
|
(23)
|
|
|
-
|
|
|
-
|
%
|
|
Net loss
|
$
|
(100,253)
|
|
|
$
|
(256,909)
|
|
|
$
|
156,656
|
|
|
61
|
%
|
|
Net loss attributable to noncontrolling interest and redeemable noncontrolling interest
|
(4,454)
|
|
|
(28,623)
|
|
|
24,169
|
|
|
84
|
%
|
|
Net loss attributable to Cibus, Inc. stockholders
|
$
|
(95,799)
|
|
|
$
|
(228,286)
|
|
|
$
|
132,487
|
|
|
58
|
%
|
|
Basic and diluted net loss per share of Class A common stock
|
$
|
(2.21)
|
|
|
$
|
(10.33)
|
|
|
$
|
8.12
|
|
|
79
|
%
|
Revenue
Revenue was $2.6 million in the first nine months of 2025, a decrease of $0.5 million from the first nine months of 2024. The decrease was driven by amounts earned from collaboration agreements related to contract research for Rice and Sustainable Ingredients.
Research and Development Expense
R&D expense was $34.8 million in the first nine months of 2025, a decrease of $3.2 million from the first nine months of 2024. The decrease was primarily due to cost reduction initiatives.
- 34 -
Selling, General, and Administrative Expense
SG&A expense was $21.8 million in the first nine months of 2025, a decrease of $2.2 million from the first nine months of 2024. The decrease was primarily due to cost reduction initiatives partially offset by a $2.6 million litigation liability (see Note 8 for further details).
Goodwill Impairment
Goodwill impairment was $21.0 million in the first nine months of 2025, a decrease of $160.5 million from the first nine months of 2024. The decrease was due to the impairment of goodwill resulting from fair value assessments, based on the decline of the Company's stock price, performed in the first quarter of 2025 and in the third quarter of 2024.
Royalty Liability Interest Expense - Related Parties
Royalty liability interest expense - related parties was $26.1 million in the first nine months of 2025, an increase of $0.1 million from the first nine months of 2024. The increase is driven by the recognition of interest expense on the Royalty Liability.
Other Interest Income, net
Other interest income, net was $0.4 million in the first nine months of 2025, a decrease of $0.1 million from the first nine months of 2024. The decrease was driven by lower cash balances.
Non-Operating Income, net
Non-operating income, net was income of $0.4 million in the first nine months of 2025, a decrease of $8.5 million from the first nine months of 2024. The decrease was driven by 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 and Redeemable Noncontrolling Interest
Net loss attributable to noncontrolling interest and redeemable noncontrolling interest was $4.5 million in the first nine months of 2025, a decrease in net loss attributable to noncontrolling interest and redeemable noncontrolling interest of $24.2 million from the first nine months of 2024. The decrease in net loss attributable to noncontrolling interest and redeemable noncontrolling interest is a result of less Up-C Units, 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.
As of September 30, 2025, the Company had $23.9 million of cash and cash equivalents. Current liabilities were $20.6 million as of September 30, 2025. The Company incurred a net loss of $100.3 million for the nine months ended September 30, 2025. As of September 30, 2025, the Company had an accumulated deficit of $827.0 million and expects to continue to incur losses in the future.
- 35 -
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
In Thousands, except percentage values
|
|
2025
|
|
2024
|
|
$ Change
|
|
% Change
|
|
Net loss
|
|
$
|
(100,253)
|
|
|
$
|
(256,909)
|
|
|
$
|
156,656
|
|
|
61
|
%
|
|
Royalty liability interest expense - related parties
|
|
26,075
|
|
|
25,953
|
|
|
122
|
|
|
-
|
%
|
|
Goodwill impairment
|
|
20,950
|
|
|
181,432
|
|
|
(160,482)
|
|
|
(88)
|
%
|
|
Depreciation and amortization
|
|
4,629
|
|
|
5,211
|
|
|
(582)
|
|
|
(11)
|
%
|
|
Stock-based compensation
|
|
6,363
|
|
|
8,030
|
|
|
(1,667)
|
|
|
(21)
|
%
|
|
Loss on disposal of assets
|
|
84
|
|
|
-
|
|
|
84
|
|
|
NM
|
|
Change in fair value of liability classified Class A common stock warrants
|
|
(467)
|
|
|
(8,908)
|
|
|
8,441
|
|
|
95
|
%
|
|
Other
|
|
45
|
|
|
(16)
|
|
|
61
|
|
|
381
|
%
|
|
Changes in operating assets and liabilities
|
|
5,403
|
|
|
1,159
|
|
|
4,244
|
|
|
366
|
%
|
|
Net cash used in operating activities
|
|
$
|
(37,171)
|
|
|
$
|
(44,048)
|
|
|
$
|
6,877
|
|
|
16
|
%
|
NM - not meaningful
Net cash used in operating activities was $37.2 million in the first nine months of 2025, a decrease in cash used of $6.9 million from the first nine months of 2024. The decrease in cash used was primarily due to an increase of $4.2 million from the changes in operating assets and liabilities, which is a result of $2.2 million in higher accrued expenses balances, $0.8 million in higher right-of-use assets and lease liabilities, net balances due to the extension of the San Diego, CA headquarters lease in 2024, and $1.1 million in lower accounts receivable balances. The decrease in cash used is also driven by a $2.6 million decrease in net loss primarily due to cost reduction initiatives which included $0.6 million related to the rent free period of the San Diego, CA headquarters lease and $0.2 million from the exit of a lease in August 2025.
The Company expects cash used in operating activities in 2025 to be lower than 2024 driven by the Restructuring Initiative (defined below under the heading Operating Capital Requirements).
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
In Thousands, except percentage values
|
|
2025
|
|
2024
|
|
$ Change
|
|
% Change
|
|
Purchases of property, plant, and equipment
|
|
(492)
|
|
|
(752)
|
|
|
260
|
|
|
35
|
%
|
|
Net cash used in investing activities
|
|
$
|
(492)
|
|
|
$
|
(752)
|
|
|
$
|
260
|
|
|
35
|
%
|
Net cash used in investing activities was $0.5 million in the first nine months of 2025, a decrease of $0.3 million from the first nine months of 2024. The decrease in cash used was driven by a decrease in purchases of property, plant, and equipment from the prior year.
The Company expects cash used in investing activities in 2025 to be similar to 2024 driven by the Company's focus to preserve capital resources for the advancement of its streamlined priority objectives.
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
In Thousands, except percentage values
|
|
2025
|
|
2024
|
|
$ Change
|
|
% Change
|
|
Proceeds from issuances of securities
|
|
$
|
50,100
|
|
|
$
|
43,902
|
|
|
$
|
6,198
|
|
|
14
|
%
|
|
Costs incurred related to issuances of securities
|
|
(2,202)
|
|
|
(1,869)
|
|
|
(333)
|
|
|
(18)
|
%
|
|
Payment of taxes related to restricted stock units withheld from employees
|
|
(71)
|
|
|
(214)
|
|
|
143
|
|
|
67
|
%
|
|
Repayments of financing lease obligations
|
|
(113)
|
|
|
(174)
|
|
|
61
|
|
|
35
|
%
|
|
Repayments of notes payable
|
|
(608)
|
|
|
(741)
|
|
|
133
|
|
|
18
|
%
|
|
Net cash provided by financing activities
|
|
$
|
47,106
|
|
|
$
|
40,904
|
|
|
$
|
6,202
|
|
|
15
|
%
|
Net cash provided by financing activities was $47.1 million in the first nine months of 2025, an increase of $6.2 million from the first nine months of 2024. The increase was primarily due to an increase of $5.9 million of net proceeds from additional capital raised in 2025 and a reduction in payments of taxes related to vested restricted stock units of $0.1 million.
- 36 -
Subject to market conditions, the Company expects cash provided by financing activities in 2025 to be higher than 2024 driven by the need to raise capital to fulfill the Company's anticipated spending in 2025 and beyond.
Capital Resources
The Company's primary source of liquidity is its cash and cash equivalents, with additional capital resources accessible, subject to market conditions and other factors, including limitations that may apply to the Company under applicable Nasdaq 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.
During the nine months ended September 30, 2025, the Company did not issue any shares of Class A Common Stock from the ATM Facility, which the Company terminated during the third quarter of 2025.
Operating Capital Requirements
The Company has incurred losses since its inception and its net loss was $100.3 million for the nine months ended September 30, 2025, and it used $37.2 million of cash in operating activities for the nine months ended September 30, 2025.
As of September 30, 2025, the Company had $23.9 million of cash and cash equivalents. Current liabilities were $20.6 million as of September 30, 2025.
In the fourth quarter of 2024, Cibus announced a restructuring initiative (Restructuring Initiative), which included a reduction in its workforce. The Restructuring Initiative instituted cost reduction actions designed to preserve capital resources for the advancement of its streamlined priority objectives, which initiatives include reductions in expenditures for consultants and other third-party service providers, organizational restructuring and related talent optimization, and streamlining of rent and facility expenses, including the non-renewal of the lease for the Company's trait development facility for editing plants in San Diego, California upon expiration in August 2025.
In June 2025, building on efficiencies introduced through the Restructuring Initiative to date, the Company announced further streamlining of its operational focus to preserve capital resources and concentrate its working capital expenditures on the commercial advancement of the Company's weed management traits for Rice.
On July 21, 2025, the Board of Directors of Cibus approved a reduction in workforce of approximately 34 full-time employees as a pivotal step in implementing the Company's streamlined business focus. The Company expects that the reduction in workforce will be completed by December 31, 2025. The Company anticipates that contemplated cost reduction actions, including rationalizing human capital resources and certain non-core facilities, have the potential to reduce the Company's annual net cash burn to approximately $30.0 million by 2026, which is expected to contribute to improved cash flow and financial stability.
The Company has incurred losses since its inception and anticipates that it will continue to generate losses for the next several years. Over the longer term and until the Company can generate cash flows sufficient to support its operating capital requirements, it expects to finance a portion of future cash needs through (i) cash on hand, (ii) commercialization activities, which may result in various types of revenue streams from future trait R&D collaboration agreements and technology licenses, including upfront and milestone payments, annual license fees, and royalties; (iii) government or other third party funding (iv) public or private equity or debt financings, or (v) a combination of the foregoing. However, capital generated by commercialization activities, if any, is expected to be received over a period of time and near-term additional capital may not be available on reasonable terms, if at all.
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.
The Company's ability to continue as a going concern will depend on its ability to obtain additional public or private equity or debt financing (which may include a future at-the-market financing facility or other 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 September 30, 2025, is not sufficient to fund its operations for a period of 12 months or more from the date of this filing. Taking into account the impact of cost saving initiatives implemented through the date of this report and without giving effect to potential financing transactions Cibus is pursuing, Cibus expects that existing cash and cash equivalents is sufficient to fund planned operating expenses and capital expenditure requirements into early in the second quarter of 2026. 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. For example, the recent decision of the Ninth Circuit Court of Appeals, as described under "Contractual Obligations, Commitments, and Contingencies," resulted in an unplanned current liability in the amount of $2.6 million. Any such unexpected uses of cash resources
- 37 -
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.
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 for at least one year from the date of issuance of the accompanying condensed consolidated financial statements. Any of these events could impact the Company's business, financial condition, and prospects.
The Company's financing needs are subject to change depending on, among other things, the success of its trait and product development efforts, the effective execution of its business model, its revenue, and its efforts to effectively manage expenses. The effects of macroeconomic events and potential geopolitical developments on the financial markets and broader economic uncertainties may make obtaining capital through equity or debt financings more challenging and may exacerbate the risk that such capital, if available, may not be available on terms acceptable to the Company.
CONTRACTUAL OBLIGATIONS, COMMITMENTS, AND CONTINGENCIES
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 September 30, 2025. Notwithstanding the foregoing, based on an unexpected decision from the Ninth Circuit Court of Appeals, the Company has accrued $2.6 million for litigation liability. This amount represents a repayment to be made in the fourth quarter of 2025 of insurance coverage proceeds previously awarded to the Company.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preceding discussion and analysis of the Company's financial condition and results of operations are based upon its condensed consolidated financial statements and the related disclosures, which have been prepared in accordance with United States GAAP. The preparation of these condensed consolidated financial statements requires the Company to make estimates, assumptions, and judgments that affect the reported amounts in its condensed consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company believes the policies discussed in Note 1, Nature of Business & Summary of Significant Accounting Policies, are the most critical to an understanding of its financial condition and results of operations because they require it to make estimates, assumptions, and judgments about matters that are inherently uncertain.
As of September 30, 2025, there were no material changes in the Company's critical accounting policies and estimates as disclosed in its Annual Report.