0001628280-23-028741 | 10-Q | XBRL Viewer

GOODWILL AND INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

Intangible assets as of June 30, 2023, were as follows:


In Thousands	Gross Carrying Amount		Accumulated Amortization		Intangible Assets, Net
In-process research and development	$	99,051	$	—	$	99,051
Developed technology	14,148		59		14,089
Trade name	22,230		92		22,138
Other	150		49		101
Total	$	135,579	$	200	$	135,379

Finite-Lived Intangible Assets Amortization Expense

Total amortization expense is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023	2022
Amortization expense	$	155	$	6	208	11

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

As of June 30, 2023, amortization expense for each of the next five years is estimated as follows:


In Thousands	Amortization Expense
Remainder of 2023	$	917
2024	1,833
2025	1,833
2026	1,833
2027	1,833
2028	1,833

Schedule of Indefinite-Lived Intangible Assets

Intangible assets as of June 30, 2023, were as follows:


In Thousands	Gross Carrying Amount		Accumulated Amortization		Intangible Assets, Net
In-process research and development	$	99,051	$	—	$	99,051
Developed technology	14,148		59		14,089
Trade name	22,230		92		22,138
Other	150		49		101
Total	$	135,579	$	200	$	135,379

SUPPLEMENTAL INFORMATION - Share-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Stock-based compensation expense:
Total	$ 5,014	$ 1,323	$ 5,842	$ 1,855
Research and development
Stock-based compensation expense:
Total	2,494	380	2,678	410
Selling, general, and administrative
Stock-based compensation expense:
Total	$ 2,520	$ 943	$ 3,164	$ 1,445

NOTES PAYABLE

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

NOTES PAYABLE

NOTES PAYABLEThe Company has financed certain annual license costs. The financing arrangements for the licenses have a term of one year and accrue interest at an annual rate of 10 percent and 13 percent. The Company makes monthly principal and interest payments. The notes related to annual licenses mature in July 2023 and July 2024.Additionally, the Company has purchased various fixed assets using notes. The notes on financed equipment are subject to annual interest rates between 7.3 percent and 17.6 percent and have a weighted average remaining term of 3.1 years. Notes used to finance equipment mature between October 2023 and March 2028.

The Company has also financed certain annual insurance premiums using notes. The insurance notes are subject to annual interest rates between 6.3 percent and 7.5 percent, have a weighted average remaining term of 0.7 years, and mature between July 2023 and February 2024.
As of June 30, 2023, future minimum payments under notes payable were as follows:


In Thousands	Annual Licenses		Financed Equipment		Insurance		Total Notes Payable
Remainder of 2023	$	185	$	278	$	593	$	1,056
2024	216		450		193		859
2025	—		351		—		351
2026	—		151		—		151
2027	—		89		—		89
2028	—		15		—		15
	401		1,334		786		2,521
Less: interest	(21)		(197)		(22)		(240)
Total	$	380	$	1,137	$	764	$	2,281
Current portion	380		418		764		1,562
Noncurrent portion	$	—	$	719	$	—	$	719

INTERIM FUNDINGPursuant to the Merger Agreement, beginning at the earlier of March 15, 2023, and the date the Company's unrestricted cash balance first dropped below $1.5 million, the Company could request, and Cibus Global agreed to provide, an unsecured, interest-free revolving line of credit of up to $3.0 million in cash (Interim Funding). Funds could be drawn by the Company in $0.5 million increments and could only be used to fund operating expenses incurred in the ordinary course of business consistent with past practice and consistent with the negative covenants in the Merger Agreement. The Company received $2.5 million of Interim Funding in the aggregate from Cibus Global. The full balance of the Interim Funding was reduced to zero in connection with the closing of the Merger Transactions pursuant to the terms of the Merger Agreement.

- Definition

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

+ References

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

STOCK-BASED COMPENSATION - Share-Based Payment Arrangement, Performance Shares, Outstanding Activity (Details) - Performance Stock Units	6 Months Ended
	Jun. 30, 2023 shares
Performance Stock Units
Beginning balance (in shares)	22,600
Issued (in shares)	24,800
Forfeited/canceled (in shares)	(9,333)
Exercised (in shares)	(38,067)
Ending balance (in shares)	0

STOCK-BASED COMPENSATION - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation (benefit) expense	$ 5,014	$ 1,323	$ 5,842	$ 1,855
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation (benefit) expense	1,441	709	1,795	890
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation (benefit) expense	1,924	0	1,924	0
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation (benefit) expense	2,082	453	2,393	658
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation (benefit) expense	$ (433)	$ 161	$ (270)	$ 307

- Definition

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

+ References

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+ Details

CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS' EQUITY (Parenthetical) $ in Millions	6 Months Ended
	Jun. 30, 2022 USD ($)
Statement of Stockholders' Equity [Abstract]
Offering costs	$ 0.5

GOODWILL AND INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2023	$ 917
2024	1,833
2025	1,833
2026	1,833
2027	1,833
2028	$ 1,833

MERGER WITH CIBUS GLOBAL - Narrative (Details) $ in Millions			3 Months Ended	6 Months Ended	12 Months Ended	18 Months Ended
	Jun. 30, 2023	May 31, 2023 shares	Jun. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jun. 30, 2023 USD ($)
Business Acquisition [Line Items]
Weighted average amortization period for definite lived intangible assets		20 years
Percentage of income tax savings required to be paid under the TRA		85.00%
Cibus Global
Business Acquisition [Line Items]
Number of Common Units included in Up-C Units (in shares) \| shares		1
Up-C Units to Class A Common Stock exchange ratio		1
Expenses incurred in connection with Merger					$ 0.4	$ 8.2
Legal and professional fees				$ 3.5
Severance costs				1.9
Revenue of acquiree since acquisition date			$ 0.2	0.2
Loss of acquiree since acquisition date, attributable to controlling interest			6.5	6.5
Loss of acquiree since acquisition date, attributable to noncontrolling interest			$ 1.8	1.8
Cibus Global \| Common Class B
Business Acquisition [Line Items]
Number of Common Stock shares included in Up-C Units (in shares) \| shares		1
Cibus Global \| Selling, general, and administrative
Business Acquisition [Line Items]
Accelerated stock compensation expense				1.1
Cibus Global \| Research and development
Business Acquisition [Line Items]
Accelerated stock compensation expense				$ 1.3
Variable Interest Entity, Primary Beneficiary
Business Acquisition [Line Items]
Variable interest entity, ownership percentage	22.00%	22.00%

STOCK-BASED COMPENSATION - Summary of Stock Option Activity (Detail) - $ / shares	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Options Exercisable
Beginning balance (in shares)	67,978
Vested (in shares)	41,971
Forfeited or expired (in shares)	(1,530)
Ending balance (in shares)	108,419
Weighted- Average Exercise Price Per Share
Exercisable (in dollars per share)	$ 364.13	$ 496.83
Vested (in dollars per share)	152.05
Forfeited or expired (in dollars per share)	$ 441.63
Options Outstanding
Beginning balance (in shares)	116,860
Granted (in shares)	0
Exercised (in shares)	0
Forfeited or expired (in shares)	(7,309)
Ending balance (in shares)	109,551
Weighted- Average Exercise Price Per Share
Outstanding (in dollars per share)	$ 367.46	$ 367.58
Granted (in dollars per share)	0
Exercised (in dollars per share)	0
Forfeited or expired (in dollars per share)	$ 369.43

ROYALTY LIABILITY - RELATED PARTIES - Schedule of Royalty Liability (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Accrued Royalties [Roll Forward]
Beginning balance			$ 0
Interest expense recognized	$ 2,617	$ 0	2,617	$ 0
Ending balance	148,977		148,977
Management
Accrued Royalties [Roll Forward]
Beginning balance			0
Acquired from merger with Cibus Global, LLC			146,360
Interest expense recognized			2,617
Ending balance	$ 148,977		$ 148,977

STOCKHOLDERS' EQUITY - Disclosure of Warrants Transactions (Detail) - Common Warrants - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Common Warrants
Outstanding (in shares)	158,483	158,483
Exercisable (in shares)	158,483
Weighted-Average Exercise Price Per Share
Outstanding (in dollars per share)	$ 69.04	$ 69.04
Exercisable (in dollars per share)	$ 69.04

NOTES PAYABLE (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Schedule of Future Minimum Payments Under Notes Payable

As of June 30, 2023, future minimum payments under notes payable were as follows:


In Thousands	Annual Licenses		Financed Equipment		Insurance		Total Notes Payable
Remainder of 2023	$	185	$	278	$	593	$	1,056
2024	216		450		193		859
2025	—		351		—		351
2026	—		151		—		151
2027	—		89		—		89
2028	—		15		—		15
	401		1,334		786		2,521
Less: interest	(21)		(197)		(22)		(240)
Total	$	380	$	1,137	$	764	$	2,281
Current portion	380		418		764		1,562
Noncurrent portion	$	—	$	719	$	—	$	719

STOCK-BASED COMPENSATION - Summary of Grant Date Fair Value of Awards Vested (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant-date fair value	$ 542	$ 0	$ 542	$ 0
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant-date fair value	$ 2,548	$ 539	$ 3,602	$ 1,156

- Definition

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

+ References

+ Details

SUPPLEMENTAL INFORMATION (Tables)

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Accrued Expenses

Certain balance sheet amounts are as follows:


In Thousands	As of June 30, 2023		As of December 31, 2022
Accrued Expenses:
Accrued consulting and professional fees	$	3,479	$	119
Accrued field trials	1,264		—
Other	293		54
Total	$	5,036	$	173

Schedule of Stock-Based Compensation Expense

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023		2022
Stock-based compensation expense	$	1,441	$	709	$	1,795	$	890

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023		2022
Stock-based compensation expense	$	1,924	$	—	$	1,924	$	—

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023		2022
Stock-based compensation expense	$	2,082	$	453	$	2,393	$	658

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023		2022
Stock-based compensation (benefit) expense	$	(433)	$	161	$	(270)	$	307

Certain statement of operations amounts are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023		2022
Stock-based compensation expense:
Research and development	$	2,494	$	380	$	2,678	$	410
Selling, general, and administrative	2,520		943		3,164		1,445
Total	$	5,014	$	1,323	$	5,842	$	1,855

Schedule of Statements of Certain Statements of Cash Flows Amounts

Supplemental statement of cash flows information is as follows:


	Six Months Ended June 30,
In Thousands	2023		2022
Interest paid	$	21	$	14

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


	Six Months Ended June 30,
In Thousands	2023		2022
Receivable from Jefferies for shares issued under ATM facility	$	—	$	(260)
Property, plant, and equipment acquired through assuming liabilities	307		(618)
Unpaid stock offering costs included in stockholders’ equity	—		1
Shares issued for consideration in the merger with Cibus Global	634,751		—
Forgiveness of interim funding resulting from merger with Cibus Global	2,500		—
Cumulative effect of adoption of lease accounting standard on stockholders’ equity	—		832
Establishment of operating lease right-of-use assets and associated operating lease liabilities	$	28	$	14,090

STOCK-BASED COMPENSATION - Summary of Stock-Based Compensation Granted as Deemed Dividends (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Deemed Dividends \| Related Party
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Deemed dividends from grants to Cellectis employees	$ 0	$ 27	$ 0	$ 64

- Definition

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

+ References

+ Details

STOCK-BASED COMPENSATION

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

The Company uses broad-based stock plans to attract and retain highly qualified officers and employees and to help ensure that management’s interests are aligned with those of its shareholders. The Company has also granted equity-based awards to directors, non-employees, and certain employees of Cellectis.

In December 2014, Legacy Calyxt adopted the Calyxt, Inc. Equity Incentive Plan (2014 Plan), which allowed for the grant of stock options, and in June 2017, it adopted the Calyxt, Inc. 2017 Omnibus Plan (2017 Plan), which allowed for the grant of stock options, RSUs, PSUs, and other types of equity awards. As part of the Merger Transactions, the name of the 2017 plan was amended to reflect the name change of the Company.

In July 2021, the Company also adopted the Calyxt, Inc. Employee Inducement Incentive Plan (the Inducement Plan), from which PSUs were granted to Michael A. Carr, the Company's former Chief Executive Officer.

As of June 30, 2023, 2,127,061 shares were available for grant in the form of stock options, restricted stock, RSUs, and PSUs under the 2017 Plan. Stock-based awards currently outstanding also include awards granted under the 2014 Plan. No further awards are available for grant or will be granted under either the 2014 Plan or the Inducement Plan.

Stock Options

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


	Six Months Ended June 30,
	2023		2022
Estimated fair values of stock options granted	$	—	$	27.67
Assumptions:
Risk-free interest rate	—%		1.9% - 3.5%
Expected volatility	—%		89.7% - 92.8%
Expected term (in years)	—		5.50 - 6.89

The Company estimates the fair value of each stock option on the grant date, or other measurement date if applicable, using a Black-Scholes option pricing model, which requires it to make predictive assumptions regarding employee exercise behavior, future stock price volatility, and dividend yield. The Company estimates the risk-free interest rate based on the United States Treasury zero-coupon yield curve at the date of grant for the expected term of the option. The Company estimates its future stock price volatility using the weighted-average historical volatility calculated from a group of comparable public companies over the expected term of the option. The expected term of stock options is estimated using the average of the vesting tranches and the contractual life of each grant for employee options, or the simplified method, as the Company has limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. The use of the simplified method is dependent upon the type of equity award granted and the term of the award. The Company has not paid dividends and does not expect to pay dividends in the foreseeable future.

Option strike prices are set at 100 percent or more of the closing share price on the date of grant and generally vest over three to six years following the grant date. Options generally expire 10 years after the date of grant.

Modification of Stock Options

On March 1, 2023, the Company’s Board of Directors (Board) approved the modification of the award terms of all outstanding stock options with a 90-day post-separation exercise period from the current 90 days to five years from date of grant. The modification did not affect the vesting or service period of the stock options. These modifications were considered to be Type I and incremental stock compensation expense of $0.2 million was determined for all modified awards, of which $0.1 million was recognized associated with vested awards in the three months ended March 31, 2023. The remaining incremental expenses will be recognized over the remaining service period of the awards. The service period for these awards ended with the close of the Merger Transactions and the remaining expense was recognized in the three months ended June 30, 2023.

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, 2022	67,978	$	496.83	116,860	$	367.58
Granted	—	—		—	—
Vested	41,971	152.05		—	—
Exercised	—	—		—	—
Forfeited or expired	(1,530)	441.63		(7,309)	369.43
Balance as of June 30, 2023	108,419	$	364.13	109,551	$	367.46

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023		2022
Stock-based compensation expense	$	1,441	$	709	$	1,795	$	890

As of June 30, 2023, both options outstanding and options exercisable had no aggregate intrinsic value and a weighted average remaining contractual term of 4.3 years.

As of June 30, 2023, unrecognized compensation expense related to non-vested stock options was $0.1 million which has a weighted average remaining recognition period of 1.1 years.

Restricted Stock Awards

The Company granted awards of Class A Restricted Stock (RSAs), in connection with the Merger Transactions, to Cibus Global members who held unvested restricted profits interest units. The Class A Restricted Stock will continue to vest following their original vesting schedules over the remaining life of the awards which is generally 2 months to four years after the date of grant. Information on Class A Restricted Stock award activity is as follows:


	Restricted Stock Awards	Weighted- Average Grant Date Fair Value
Unvested balance as of December 31, 2022	—	$	—
Granted	1,019,282	31.50
Vested	(17,200)	31.50
Forfeited	(438)	31.50
Unvested balance as of June 30, 2023	1,001,644	$	31.50

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023		2022
Grant-date fair value	$	542	$	—	$	542	$	—

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023		2022
Stock-based compensation expense	$	1,924	$	—	$	1,924	$	—

As of June 30, 2023, unrecognized compensation expense related to RSAs was $30.2 million which has a weighted average remaining recognition period of 2.5 years.

Restricted Stock Units

The Company grants RSUs which generally vest over three to five years after the date of grant. Information on restricted stock unit activity is as follows:


	Restricted Stock Units	Weighted- Average Grant Date Fair Value
Unvested balance as of December 31, 2022	24,575	$	99.36
Granted	69,753	21.68
Vested	(91,696)	39.28
Forfeited	(2,531)	127.84
Unvested balance as of June 30, 2023	101	$	283.78

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023		2022
Grant-date fair value	$	2,548	$	539	$	3,602	$	1,156

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023		2022
Stock-based compensation expense	$	2,082	$	453	$	2,393	$	658

As of June 30, 2023, unrecognized compensation expense related to RSUs was nominal.

The Company accounts for stock-based compensation awards granted to employees of Cellectis as deemed dividends. The Company recorded deemed dividends as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023		2022
Deemed dividends from grants to Cellectis employees	$	—	$	27	$	—	$	64

Performance Stock Units

From time-to-time, the Company issues PSUs to certain individuals in management in order to align their objectives with stockholders of the Company. Depending upon the type of PSU award, the Company uses a Monte Carlo simulation pricing model when estimating the fair value of these awards.

2023 Grant

On May 24, 2023, the Company granted 24,800 PSUs under the 2017 Plan to five employees including four executive officers. The PSUs included an annual performance period (2023) and target performance levels for the period linked to the achievement of Company objectives as determined annually for the respective period by the Compensation Committee of the Board (Compensation Committee). Once the annual objectives are approved, the associated expense will be recognized on a straight-line basis over the period through the determination date, which can be no later than March 15 of the following year. Earned awards are settled in shares of Class A Common Stock no later than the March 15 determination date in the following calendar year. In connection with the closing of the Merger Transactions, the Company’s Board determined the awards would vest at 100 percent.

2022 Grant

In March 2022, the Company granted 10,600 PSUs under the 2017 Plan to five employees including four executive officers. The PSUs included three annual performance periods (2022, 2023, and 2024) and target performance levels for each of those periods linked to the achievement of Company objectives as determined annually for the respective period by the Compensation Committee. Once the annual objectives are approved, the associated expense will be recognized on a straight-line basis over the period through the determination date, which can be no later than March 15 of the following year. Earned awards are settled in shares of Class A Common Stock no later than the March 15 determination date in the following calendar year. The grant date for the tranche of awards linked to 2022 performance was May 4, 2022, and on March 1, 2023, the Company’s Board determined the 2022 tranche of PSUs would vest at 100 percent. The grant date for the tranche of awards linked to 2023 performance was May 17, 2023, and on May 31, 2023, in connection with the closing of the Merger Transactions, the Company’s Board determined the 2023 tranche of PSUs would vest at 100 percent. Additionally on May 31, 2023, in connection with the closing of the Merger Transactions, the 2024 tranche of PSUs became fully vested.

2021 Grant

In July 2021, the Company granted 12,000 PSUs under the Inducement Plan to Mr. Carr. The PSUs will vest if the Company’s stock remains above three specified price levels for thirty calendar days over the three-year performance period. The PSUs will be settled in shares of Class A Common Stock on the vesting date. At the close of the Merger Transactions on May 31, 2023, 25 percent of these awards vested per the terms of the award agreement, and the remaining awards were forfeited due to the service period ending with Mr. Carr's termination upon the close of the Merger Transactions.

2019 Grant

In June 2022, PSUs granted to two executive officers in 2019 were forfeited because the underlying performance criteria were not met. These PSUs contained a market condition and had a five-year service period. At the close of the Merger Transactions, both of these executive officers were terminated. All expense for these awards was reversed in June 2023 due to the service period ending prior to vesting date.

PSU activity for the six months ended June 30, 2023, is as follows:


			Performance Stock Units
Outstanding as of December 31, 2022:			22,600
Issued			24,800
Forfeited/canceled			(9,333)
Exercised			(38,067)
Outstanding as of June 30, 2023:			—

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023		2022
Stock-based compensation (benefit) expense	$	(433)	$	161	$	(270)	$	307

As of June 30, 2023, there is no unrecognized compensation expense related to PSUs.

NOTES PAYABLE - Schedule of Future Minimum Payments Under Notes Payable (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Remainder of 2023	$ 1,056
2024	859
2025	351
2026	151
2027	89
2028	15
Notes Payable, Gross	2,521
Less: interest	(240)
Total	2,281
Current portion	1,562	$ 0
Noncurrent portion	719	$ 0
Annual Licenses
Debt Instrument [Line Items]
Remainder of 2023	185
2024	216
2025	0
2026	0
2027	0
2028	0
Notes Payable, Gross	401
Less: interest	(21)
Total	380
Current portion	380
Noncurrent portion	0
Financed Equipment
Debt Instrument [Line Items]
Remainder of 2023	278
2024	450
2025	351
2026	151
2027	89
2028	15
Notes Payable, Gross	1,334
Less: interest	(197)
Total	1,137
Current portion	418
Noncurrent portion	719
Insurance
Debt Instrument [Line Items]
Remainder of 2023	593
2024	193
2025	0
2026	0
2027	0
2028	0
Notes Payable, Gross	786
Less: interest	(22)
Total	764
Current portion	764
Noncurrent portion	$ 0

COLLABORATION AGREEMENT	6 Months Ended
COLLABORATION AGREEMENT	Jun. 30, 2023
Revenue from Contract with Customer [Abstract]
COLLABORATION AGREEMENT	COLLABORATION AGREEMENTPrior to the Merger Transactions, Cibus Global and Procter & Gamble (P&G), a leading multi-national consumer product company, entered into a collaboration agreement under which P&G will fund a multi-year program to develop sustainable low carbon ingredients or materials that do not negatively impact the environment during production, use, or disposal to help P&G advance its sustainability objectives. As of June 30, 2023, the Company had $1.5 million of deferred revenue from R&D activities under the P&G agreement. The Company has determined the P&G agreement should be accounted for under Topic 606, and it will recognize revenue over time proportional to the R&D activities performed by the Company related to the collaboration agreement. During the six months ended June 30, 2023, the Company recognized $0.1 million in revenue in the consolidated statements of operations.

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK

Financial Instruments Measured at Fair Value and Financial Statement Presentation

The accounting guidance establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as of the measurement date as follows:

Level 1: Fair values are based on unadjusted quoted prices in active trading markets for identical assets and liabilities.

Level 2: Fair values are based on observable quoted prices other than those in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.

Level 3: Fair values are based on at least one significant unobservable input for the asset or liability.

Fair Value Measurements and Financial Statement Presentation

The Company’s financial instruments measured at fair value and their respective levels in the fair value hierarchy as of June 30, 2023, and December 31, 2022 were as follows:


	June 30, 2023								December 31, 2022
	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)	$	22,260	$	—	$	—	$	22,260	$	—	$	—	$	—	$	—
Total	$	22,260	$	—	$	—	$	22,260	$	—	$	—	$	—	$	—

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


	June 30, 2023								December 31, 2022
	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	$	—	$	—	$	662	$	662	$	—	$	—	$	291	$	291
Total	$	—	$	—	$	662	$	662	$	—	$	—	$	291	$	291

The Company estimates the fair value of the Common Warrants as of the date of issuance and at the end of every fiscal 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 estimates its future stock price volatility using its historical 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, 2023			As of December 31, 2022
Estimated fair value of Common Warrants	$	4.18		$	1.87
Assumptions:
Risk-free interest rate	4.3		%	4.0		%
Expected volatility	100.0		%	85.0		%
Expected term to liquidation (in years)	4.2			4.6

As of June 30, 2023, the Company had no other financial instruments measured at fair value.

Concentrations of Credit Risk

The Company invests its cash and cash equivalents in highly liquid securities and interest-bearing deposit accounts. The Company diversifies the risk associated with investing in securities by allocating its investments to a diverse portfolio of short-dated, high investment-grade securities, which it classifies as cash and cash equivalents that are recorded at fair value in its consolidated financial statements. The Company maintains the credit risk in this portfolio in accordance with its internal policies and, if necessary, makes changes to investments to minimize credit risk. The Company has not experienced any counterparty credit losses. As of June 30, 2023,

and December 31, 2022, the Company did not hold any short-term investments.

- Definition

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

+ References + Details

PROPERTY, PLANT, AND EQUIPMENT, NET - Schedule of Property, Plant, and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total property, plant, and equipment	$ 21,831		$ 21,831		$ 10,393
Less accumulated depreciation and amortization	(6,842)		(6,842)		(5,877)
Total	14,989		14,989		4,516
Depreciation and amortization expense	$ 571	$ 365	$ 983	$ 722
Minimum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	3 years		3 years
Maximum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	20 years		20 years
Buildings
Property, Plant and Equipment [Line Items]
Land, buildings, and equipment, gross	$ 900		$ 900		900
Buildings \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	10 years		10 years
Buildings \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	20 years		20 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Useful Life (Years)	15 years		15 years
Land, buildings, and equipment, gross	$ 3,654		$ 3,654		364
Office furniture and equipment
Property, Plant and Equipment [Line Items]
Land, buildings, and equipment, gross	12,394		12,394		7,803
Finance lease, right-of-use asset, before accumulated amortization	$ 373		$ 373		414
Office furniture and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	5 years		5 years
Useful Life (Years)	4 years		4 years
Office furniture and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	10 years		10 years
Useful Life (Years)	20 years		20 years
Computer equipment and software
Property, Plant and Equipment [Line Items]
Land, buildings, and equipment, gross	$ 2,709		$ 2,709		912
Computer equipment and software \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	3 years		3 years
Computer equipment and software \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	5 years		5 years
Assets in progress
Property, Plant and Equipment [Line Items]
Land, buildings, and equipment, gross	$ 1,801		$ 1,801		$ 0

STOCKHOLDERS' EQUITY - Preferred Stock (Details) - $ / shares	Jun. 30, 2023	May 31, 2023
Equity [Abstract]
Preferred stock, shares authorized (in shares)		10,000,000
Preferred stock, par value (in dollars per share)		$ 0.0001
Preferred stock, shares issued (in shares)	0

COLLABORATION AGREEMENT (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
COLLABORATION AGREEMENT (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deferred revenue for upfront payments	$ 1,547		$ 1,547		$ 107
Revenue from collaboration agreement	$ 197	$ 41	239	$ 73
Proctor & Gamble
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenue from collaboration agreement			$ 100

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

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

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

MERGER WITH CIBUS GLOBAL - Business Acquisition, Pro Forma Information (Details) - Cibus Global - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Pro forma revenues	$ 443	$ 300	$ 679	$ 685
Pro forma net loss	(31,026)	(2,948)	(53,946)	(41,638)
Pro forma net loss attributable to controlling interest	(27,352)	(21,683)	(46,280)	(36,302)
Pro forma net loss attributable to noncontrolling interest	$ (3,674)	$ (2,948)	$ (7,666)	$ (5,336)

MERGER WITH CIBUS GLOBAL

6 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

MERGER WITH CIBUS GLOBAL

MERGER WITH CIBUS GLOBALAs described in Note 1, on May 31, 2023, the Company completed the Merger Transactions.Redeemable Noncontrolling Interest

All of the issued and outstanding Cibus Global membership units (Common Units) are held solely by the Company and certain members of Cibus Global who elected in connection with the Merger Transactions to receive units (Up-C Units) consisting of one share of Class B Common Stock and one Common Unit at the closing of the Merger Transactions (Electing Members). The Up-C Units are generally exchangeable for shares of Class A Common Stock on a one-for-one basis, subject to certain restrictions. In accordance with ASC 810, Consolidation, Cibus Global is considered a Variable Interest Entity (VIE) with Cibus as its sole managing member and primary beneficiary. As such, Cibus consolidates Cibus Global, and the remaining Common Unit holders that hold economic interest directly in Cibus Global are presented as redeemable noncontrolling interest on the Company’s financial statements. There are no restrictions on the use of assets of Cibus Global.

Redeemable noncontrolling interest represents the portion of Cibus Global Common Units that are not owned directly by the Company. Redeemable noncontrolling interest is classified as temporary equity because the Common Units contained certain redemption features that were not solely within the control of the Company. As of both May 31, 2023, (the closing date of the Merger Transactions) and June 30, 2023, the Common Unit holders of the redeemable noncontrolling interest owned approximately 22 percent of Cibus Global.

Purchase Price

The purchase price for Cibus Global was determined as follows:


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

(1) This share number represents the aggregate number of shares of Common Stock issued to Cibus Global members in the Merger Transactions and comprises: 15,508,202 shares of Class A Common Stock and 4,642,636 shares of Class B Common Stock. This share number excludes 1,019,282 shares of Class A Restricted Stock, which will be treated as issued and outstanding for financial statement presentation purposes only after such awards have vested and, therefore, have ceased to be subject to a risk of forfeiture.(2) Reflects the purchase price per share of the Company's Class A Common Stock, which was the closing price of the Class A Common Stock on May 31, 2023, the closing date of the Merger Transactions.

Purchase Price Allocation

The acquisition of Cibus Global was accounted for using the acquisition method, whereby all of the assets acquired and liabilities assumed were recognized at their fair value on the acquisition date, with any excess of the purchase price over the estimated fair value recorded as goodwill. Certain data to complete the purchase price allocation is not yet available, including, but not limited to, final appraisals of certain assets acquired and liabilities assumed. The Company will finalize the purchase price allocation during the 12-month period following the acquisition date, during which time the value of the assets and liabilities may be revised as appropriate.

Identifiable assets acquired, liabilities assumed, and noncontrolling interest, if applicable, are recorded at their estimated fair values at the acquisition date. Significant judgment is required in determining the acquisition date fair value of the assets acquired and liabilities assumed, predominantly with respect to property, plant, and equipment and intangible assets. Evaluations included numerous inputs, including forecasted cash flows that incorporate the specific attributes of each asset. For property, plant, and equipment, the Company considered the remaining useful life of equipment, current replacement costs for similar assets, and comparable market transactions. The Company evaluated all available information, as well as all appropriate methodologies, when determining the fair value of assets acquired, liabilities assumed, and noncontrolling interest. In addition, the Company determined the remaining useful life for property, plant, and equipment and the amortization period and method of amortization for each finite-lived intangible asset.

The purchase price allocation for the Company’s acquisition of Cibus Global is preliminary and subject to revision as additional information about the fair value of assets and liabilities becomes available. As permitted under ASC 805, the Company is allowed a measurement period, which may not exceed one year, in which to complete its accounting for the acquisition. The following table sets forth the preliminary allocation of the consideration:


In Thousands	May 31, 2023
Cash and cash equivalents	$	59,381
Accounts receivable	2,216
Due from related parties, net	19
Note receivable	2,500
Prepaid expenses and other current assets	2,535
Property, plant and equipment	10,588
Operating lease right-of-use-assets	9,519
Goodwill	585,266
Intangible assets	135,429
Other non-current assets	457
Accounts payable	(5,582)
Accrued expenses	(3,477)
Accrued compensation	(2,859)
Due to related parties	(8)
Deferred revenue	(1,186)
Current portion of notes payable	(517)
Current portion of operating lease obligations	(4,687)
Current portion of financing lease obligations	(165)
Other current liabilities	(17)
Notes payable, net of current portion	(749)
Operating lease obligations, net of current portion	(6,006)
Financing lease obligations, net of current portion	(10)
Royalty liability - related parties	(146,360)
Other non-current liabilities	(1,536)
Consideration transferred	$	634,751

Receivables have been recognized at their fair value, and the Company has not recognized, and it does not expect, any credit losses and therefore expects cash flows to match the recognized receivables.

Intangible Assets Acquired

Intangible assets acquired, and their related estimated average useful lives, are as follows:


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

The weighted average amortization period for the Company's definite lived intangible assets, including developed technology and trade names, was 20 years.

The Company incurred expenses of approximately $8.2 million in connection with the completion of the Merger Transactions, of which approximately $0.4 million was recognized in 2022 in the consolidated statements of operations. For the six months ended June 30, 2023, approximately $3.5 million in legal and professional fees, $1.9 million in severance costs resulting from pre-existing employment agreements, and $1.1 million in stock compensation expense from accelerated share vesting per the individual stock award agreements, were included in SG&A expense in the consolidated statements of operations. Additionally, for the six months ended June 30, 2023, approximately $1.3 million in stock compensation expense from accelerated share vesting per the individual stock award agreements, was included in R&D expense in the consolidated statements of operations.

The Company's consolidated statements of operations are inclusive of activity relating to the acquired entity, Cibus Global, including $0.2 million in revenue, $6.5 million in net loss attributable to controlling interest, and $1.8 million in net loss attributable to noncontrolling interest, for both the three and six months ended June 30, 2023.

These unaudited proforma figures have been prepared as though the business combination had occurred on January 1, 2022. Pro forma adjustments have been made to reflect non-recurring stock compensation expense, legal and professional fees, severance costs, and amortization of acquired intangible assets, directly attributable to the business combination. The unaudited pro forma condensed financial information is not indicative of the results of operations that would have been achieved had the acquisitions reflected herein been consummated on the dates indicated or that will be achieved in the future.


	Three Months Ended June 30,				Six Months Ended June 30,
Unaudited and in Thousands	2023		2022		2023		2022
Pro forma revenues	$	443	$	300	$	679	$	685
Pro forma net loss	(31,026)		(2,948)		(53,946)		(41,638)
Pro forma net loss attributable to controlling interest	(27,352)		(21,683)		(46,280)		(36,302)
Pro forma net loss attributable to noncontrolling interest	$	(3,674)	$	(2,948)	$	(7,666)	$	(5,336)

Tax Receivable Agreement

In conjunction with the Merger Transactions, the Company entered into a Tax Receivable Agreement (TRA) with the Electing Members. Pursuant to the TRA, the Company generally will be required to pay to the Electing Members, in the aggregate, 85 percent of the net income tax savings that the Company actually realizes (or in certain circumstances, is deemed to realize) as a result of (i) certain favorable tax attributes the Company acquired from the blocker entities party to the Merger Agreement in connection with the Merger Transactions (including net operating losses), (ii) increases to the Company's allocatable share of the tax basis of Cibus Global's assets resulting from future redemptions or exchanges of Common Units for shares of Class A Common Stock or cash, (iii) tax attributes resulting from certain payments made under the TRA and (iv) deductions in respect of interest under the TRA. The payment obligations under the TRA are the Company's obligations and not obligations of Cibus Global.

As of June 30, 2023, no Up-C Units have been exchanged by Electing Members for shares of Class A Common Stock. As of June 30, 2023, the Company has recorded a full valuation allowance against its net deferred tax assets as the realizability of the tax benefit is not at the more-likely-than-not threshold. Since the benefit has not been recorded, the Company determined that the TRA liability is not probable and therefore no TRA liability existed as of June 30, 2023.

GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($)	May 31, 2023	Jun. 30, 2023	May 30, 2023	Dec. 31, 2022
Goodwill [Line Items]
Goodwill, acquired during period	$ 585,300,000
Goodwill		$ 585,266,000	$ 0	$ 0
Cibus Global
Goodwill [Line Items]
Goodwill	585,266,000
Goodwill, expected tax deductible amount	$ 0

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

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

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

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

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Summary of Fair Value Measurements and Financial Statement Presentation

The Company’s financial instruments measured at fair value and their respective levels in the fair value hierarchy as of June 30, 2023, and December 31, 2022 were as follows:


	June 30, 2023								December 31, 2022
	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)	$	22,260	$	—	$	—	$	22,260	$	—	$	—	$	—	$	—
Total	$	22,260	$	—	$	—	$	22,260	$	—	$	—	$	—	$	—

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


	June 30, 2023								December 31, 2022
	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	$	—	$	—	$	662	$	662	$	—	$	—	$	291	$	291
Total	$	—	$	—	$	662	$	662	$	—	$	—	$	291	$	291

Summary of Fair Value of the Common Warrants

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, 2023			As of December 31, 2022
Estimated fair value of Common Warrants	$	4.18		$	1.87
Assumptions:
Risk-free interest rate	4.3		%	4.0		%
Expected volatility	100.0		%	85.0		%
Expected term to liquidation (in years)	4.2			4.6

STOCKHOLDERS' EQUITY - ATM Facility (Details) - At-The-Market Offering - USD ($) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Number of shares issued in transaction (in shares)	0	40,000
Net proceeds on issuance of common stock		$ 0.1

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Operating activities
Net loss	$ (25,903)	$ (8,104)
Adjustments to reconcile net loss to net cash used by operating activities:
Royalty liability interest expense - related parties	2,617	0
Depreciation and amortization	1,191	763
Stock-based compensation	5,842	1,855
Change in fair value of liability classified Class A common stock warrants	371	(4,723)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	1,377	0
Due to/from related parties	(95)	(71)
Prepaid expenses and other current assets	47	5
Accounts payable	(2,270)	(114)
Accrued expenses	1,296	(87)
Accrued compensation	1,411	(250)
Deferred revenues	251	(74)
Right-of-use assets and lease liabilities, net	49	100
Other assets and liabilities, net	(303)	(576)
Net cash used by operating activities	(14,119)	(11,276)
Investing activities
Cash acquired from merger with Cibus Global, LLC	59,381	0
Purchases of property, plant, and equipment	(560)	(1,289)
Net cash provided by (used) by investing activities	58,821	(1,289)
Financing activities
Proceeds from Class A common stock issuance	0	11,209
Costs incurred related to the issuance of Class A common stock	0	(961)
Proceeds from draws on revolving line of credit from Cibus Global, LLC	2,500	0
Payment of taxes related to vested restricted stock units	(742)	0
Proceeds from issuance of notes payable	1,287	0
Repayments of financing lease obligations	(110)	(190)
Repayments of notes payable	(273)	0
Net cash provided by financing activities	2,662	10,058
Effect of exchange rate changes on cash and cash equivalents	5	0
Net increase (decrease) in cash, cash equivalents, and restricted cash	47,369	(2,507)
Cash, cash equivalents, and restricted cash – beginning of period	3,526	14,421
Cash, cash equivalents, and restricted cash – end of period	$ 50,895	$ 11,914

CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Class A	Common Class B	At-The-Market Offering	Follow-on Public Offering	Cumulative Effect, Period of Adoption, Adjustment	Common Stock Common Class A	Common Stock Common Class B	Common Stock Follow-on Public Offering Common Class A	Additional Paid-In Capital	Additional Paid-In Capital At-The-Market Offering	Additional Paid-In Capital Follow-on Public Offering	Shares in Treasury	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Accumulated Other Comprehensive Loss
Increase (Decrease) in Temporary Equity [Roll Forward]
Net loss	$ 0
Beginning balance (in shares) at Dec. 31, 2021							775,480
Beginning balance at Dec. 31, 2021	14,132					$ 832	$ 4			$ 211,263			$ (1,043)	$ (196,092)	$ 832
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(8,104)													(8,104)
Stock-based compensation	1,855									1,855
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units (in shares)							3,647
Issuance of common stock (in shares)									77,600
Issuance of common stock				$ (7)	$ 5,051				$ 1		$ (7)	$ 5,050
Foreign currency translation adjustments	0
Issuance of class A common stock upon exercise of per-funded warrants (in shares)							77,600
Ending balance (in shares) at Jun. 30, 2022							934,327
Ending balance at Jun. 30, 2022	13,759					832	$ 5			218,161			(1,043)	(203,364)
Increase (Decrease) in Temporary Equity [Roll Forward]
Net loss	0
Beginning balance (in shares) at Mar. 31, 2022							854,838
Beginning balance at Mar. 31, 2022	14,921						$ 5			216,838			(1,043)	(200,879)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(2,485)													(2,485)
Stock-based compensation	1,323									1,323
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units (in shares)							1,889
Foreign currency translation adjustments	0
Issuance of class A common stock upon exercise of per-funded warrants (in shares)							77,600
Ending balance (in shares) at Jun. 30, 2022							934,327
Ending balance at Jun. 30, 2022	13,759					$ 832	$ 5			218,161			(1,043)	(203,364)
Beginning balance at Dec. 31, 2022	0
Increase (Decrease) in Temporary Equity [Roll Forward]
Net loss	(1,819)
Redeemable noncontrolling interest resulting from merger with Cibus Global, LLC	138,685
Ending balance at Jun. 30, 2023	136,866
Beginning balance (in shares) at Dec. 31, 2022		976,908	0				976,908	0
Beginning balance at Dec. 31, 2022	7,233						$ 5	$ 0		220,422			(1,043)	(212,151)		$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(24,084)													(24,084)
Stock-based compensation	5,842									5,842
Issuance of common stock resulting from merger with Cibus Global, LLC (in shares)							15,508,202	4,642,636
Issuance of common stock resulting from merger with Cibus Global, LLC	634,751						$ 3			634,748
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units (in shares)							153,938
Shares withheld for net share settlement (in shares)							(32,647)
Shares withheld for net share settlement	(742)												(742)
Redeemable noncontrolling interest resulting from merger with Cibus Global, LLC	(138,685)									(138,685)
Foreign currency translation adjustments	$ (2)															(2)
Ending balance (in shares) at Jun. 30, 2023	21,249,037	16,606,401	4,642,636				16,606,401	4,642,636
Ending balance at Jun. 30, 2023	$ 484,313						$ 8	$ 0		722,327			(1,785)	(236,235)		(2)
Beginning balance at Mar. 31, 2023	0
Increase (Decrease) in Temporary Equity [Roll Forward]
Net loss	(1,819)
Redeemable noncontrolling interest resulting from merger with Cibus Global, LLC	138,685
Ending balance at Jun. 30, 2023	136,866
Beginning balance (in shares) at Mar. 31, 2023							994,626	0
Beginning balance at Mar. 31, 2023	2,667						$ 5	$ 0		221,250			(1,043)	(217,545)		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(18,690)													(18,690)
Stock-based compensation	5,014									5,014
Issuance of common stock resulting from merger with Cibus Global, LLC (in shares)							15,508,202	4,642,636
Issuance of common stock resulting from merger with Cibus Global, LLC	634,751						$ 3			634,748
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units (in shares)							136,220
Shares withheld for net share settlement (in shares)							(32,647)
Shares withheld for net share settlement	(742)												(742)
Redeemable noncontrolling interest resulting from merger with Cibus Global, LLC	(138,685)									(138,685)
Foreign currency translation adjustments	$ (2)															(2)
Ending balance (in shares) at Jun. 30, 2023	21,249,037	16,606,401	4,642,636				16,606,401	4,642,636
Ending balance at Jun. 30, 2023	$ 484,313						$ 8	$ 0		$ 722,327			$ (1,785)	$ (236,235)		$ (2)

PROPERTY, PLANT, AND EQUIPMENT, NET - Schedule of Change in Asset Retirement Obligation (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Beginning balance	$ 0
Acquired from merger with Cibus Global, LLC	264
Obligations incurred	0
Accretion expense	1
Ending balance	$ 265

LEASES, COMMITMENTS, AND CONTINGENCIES

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

LEASES, COMMITMENTS, AND CONTINGENCIES

Leases

The Company had an equipment financing arrangement at the Roseville, Minnesota location that was considered a financing-type lease. This equipment financing arrangement was repaid in full in the first quarter of 2023. The Company was required to deposit cash into a restricted account in an amount equal to the future rent payments required by the lease. As of March 31, 2023, the remaining restricted cash had been returned to the Company.

Upon the completion of the Merger Transactions, the Company assumed financing leases for certain equipment.

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


	As of June 30, 2023			As of December 31, 2022
In Thousands, except remaining term	Remaining Term (years)	Right-of-Use-Asset		Remaining Term (years)	Right-of-Use-Asset
Roseville, Minnesota lease	14.8	$	13,369	15.3	$	13,613
San Diego, California laboratory lease	2.2	4,311		—	—
San Diego, California headquarters lease	1.9	4,233		—	—
Other leases	< 1.0 - 4.0	637		< 1.0 - 4.0	2
Total		$	22,550		$	13,615

The Roseville, Minnesota lease includes four options to extend the lease for five years. These options to extend the lease are not recognized as part of the ROU assets and operating lease liabilities as it is not reasonably certain that the Company will exercise those options. The Company’s lease agreement does not include options to terminate the lease.

Upon the completion of the Merger Transactions, the company assumed additional operating leases.

The lease for the Company's San Diego, California headquarters includes office and laboratory space with terms that expire in May 2025 and August 2025, respectively. The Company has one option to extend the laboratory space lease for one year. As the Company is not reasonably certain to exercise this option at lease commencement, the option was not recognized as part of the associated operating lease ROU asset or liability.

Additionally, the Company has certain leases for greenhouse and warehouse facilities, with terms that expire in September 2023 and August 2026, respectively. The Company has one option to extend the term of the greenhouse lease, for five years, and one option to extend the warehouse lease, for five years. However, as the Company is not reasonably certain to exercise either of those options at lease commencement, neither option was recognized as part of the associated operating lease ROU asset or liability.

Certain leases include rent abatement, rent escalations, tenant improvement allowances, and additional charges for common area maintenance and other costs. The Company is required to pay base rent expense as well as its proportionate share of the facilities operating expenses. The non-lease components, consisting primarily of common area maintenance, are paid separately based on actual costs incurred. Therefore, the variable non-lease components were not included in the ROU asset or lease liability and are reflected as expense in the period incurred.

The components of lease expense were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023		2022
Finance lease costs	$	11	$	7	$	14	$	16
Operating lease costs	807		394		1,195		793
Total	$	818	$	401	$	1,209	$	809

Operating lease costs for short-term leases was not material for the three and six months ended June 30, 2023, or 2022.

Supplemental cash flow information related to leases was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands, except for lease term and discount rate	2023		2022		2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows (operating leases)	$	479	$	68	$	551	$	135
Financing cash flows (finance leases)	$	13	$	96	$	110	$	190

Supplemental balance sheet information related to leases was as follows:


	As of June 30, 2023				As of December 31, 2022
	Operating		Financing		Operating		Financing
Weighted average remaining lease term (years)	10.8		0.9		15.3		0.4
Weighted average discount rate	7.4	%	9.0	%	7.9	%	8.1	%

As of June 30, 2023, future minimum payments under operating and finance leases were as follows:


In Thousands	Operating		Financing		Total
Remainder of 2023	$	3,370	$	83	$	3,453
2024	6,788		90		6,878
2025	4,414		—		4,414
2026	1,580		—		1,580
2027	1,479		—		1,479
2028	1,553		—		1,553
Thereafter	15,438		—		15,438
	34,622		173		34,795
Less: interest	(10,650)		(9)		(10,659)
Total	$	23,972	$	164	$	24,136
Current portion	5,102		164		5,266
Noncurrent portion	$	18,870	$	—	$	18,870

Cibus Non-Profit Foundation

During 2022, Cibus Global created the Cibus Charitable Foundation, Inc., a nonprofit legal entity (the Cibus Foundation). As of June 30, 2023, the Cibus Foundation has not received any donations or commenced operations. The Company is obligated to make donations to the Cibus Foundation each fiscal year at a rate of 1.0 percent of all net royalty revenue in the applicable fiscal year that is equal to or greater than $100 million up to, and including, $1.0 billion, and then steps up to 2.0 percent in respect of any portion of such net royalty revenue in excess of $1.0 billion. For purposes of this calculation, net royalty revenue refers to all royalty payments received by the Company, net of all taxes (other than income taxes) and all amounts payable pursuant to the Royalty Liability. The donation payable by the Company may be reduced, including to zero, to the extent necessary to comply with any covenant or obligation in any instrument evidencing third-party indebtedness, to permit a financing to occur, to preclude undercapitalization, to satisfy working capital requirements or provide for strategic needs of the Company, to ensure timely payment of the Company's liabilities and debts to third parties as they become due, or to comply with applicable law. The Company has agreed not to enter any change of control transaction unless the surviving entity assumes the obligation to pay such donations to the Cibus Foundation.

This obligation is contingent upon the Cibus Foundation obtaining and maintaining its status as a 501(c)(3) charitable organization, although such registration has not yet been achieved. The Cibus Foundation must use all donations received consistent with its mission statement: to drive sustainable agriculture and sustainable agricultural communities in the developing world. Accordingly, as of June 30, 2023, the Company had not recorded a liability related to its obligations to the Cibus Foundation within the accompanying consolidated financial statements.

Litigation and Claims

In the fourth quarter of 2022, the Company reached a settlement with one of its technology vendors regarding alleged intellectual property infringement. As a result of the settlement, the Company received $0.75 million in the fourth quarter of 2022, and it received the final installment of $0.75 million in the first quarter of 2023.

The Company is not currently a party to any material pending legal proceeding.

LEASES, COMMITMENTS, AND CONTINGENCIES

Leases


	As of June 30, 2023			As of December 31, 2022
In Thousands, except remaining term	Remaining Term (years)	Right-of-Use-Asset		Remaining Term (years)	Right-of-Use-Asset
Roseville, Minnesota lease	14.8	$	13,369	15.3	$	13,613
San Diego, California laboratory lease	2.2	4,311		—	—
San Diego, California headquarters lease	1.9	4,233		—	—
Other leases	< 1.0 - 4.0	637		< 1.0 - 4.0	2
Total		$	22,550		$	13,615

The components of lease expense were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023		2022
Finance lease costs	$	11	$	7	$	14	$	16
Operating lease costs	807		394		1,195		793
Total	$	818	$	401	$	1,209	$	809

Operating lease costs for short-term leases was not material for the three and six months ended June 30, 2023, or 2022.

Supplemental cash flow information related to leases was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands, except for lease term and discount rate	2023		2022		2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows (operating leases)	$	479	$	68	$	551	$	135
Financing cash flows (finance leases)	$	13	$	96	$	110	$	190

Supplemental balance sheet information related to leases was as follows:


	As of June 30, 2023				As of December 31, 2022
	Operating		Financing		Operating		Financing
Weighted average remaining lease term (years)	10.8		0.9		15.3		0.4
Weighted average discount rate	7.4	%	9.0	%	7.9	%	8.1	%

As of June 30, 2023, future minimum payments under operating and finance leases were as follows:


In Thousands	Operating		Financing		Total
Remainder of 2023	$	3,370	$	83	$	3,453
2024	6,788		90		6,878
2025	4,414		—		4,414
2026	1,580		—		1,580
2027	1,479		—		1,479
2028	1,553		—		1,553
Thereafter	15,438		—		15,438
	34,622		173		34,795
Less: interest	(10,650)		(9)		(10,659)
Total	$	23,972	$	164	$	24,136
Current portion	5,102		164		5,266
Noncurrent portion	$	18,870	$	—	$	18,870

The Company is not currently a party to any material pending legal proceeding.

LEASES, COMMITMENTS, AND CONTINGENCIES

Leases


	As of June 30, 2023			As of December 31, 2022
In Thousands, except remaining term	Remaining Term (years)	Right-of-Use-Asset		Remaining Term (years)	Right-of-Use-Asset
Roseville, Minnesota lease	14.8	$	13,369	15.3	$	13,613
San Diego, California laboratory lease	2.2	4,311		—	—
San Diego, California headquarters lease	1.9	4,233		—	—
Other leases	< 1.0 - 4.0	637		< 1.0 - 4.0	2
Total		$	22,550		$	13,615

The components of lease expense were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023		2022
Finance lease costs	$	11	$	7	$	14	$	16
Operating lease costs	807		394		1,195		793
Total	$	818	$	401	$	1,209	$	809

Operating lease costs for short-term leases was not material for the three and six months ended June 30, 2023, or 2022.

Supplemental cash flow information related to leases was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands, except for lease term and discount rate	2023		2022		2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows (operating leases)	$	479	$	68	$	551	$	135
Financing cash flows (finance leases)	$	13	$	96	$	110	$	190

Supplemental balance sheet information related to leases was as follows:


	As of June 30, 2023				As of December 31, 2022
	Operating		Financing		Operating		Financing
Weighted average remaining lease term (years)	10.8		0.9		15.3		0.4
Weighted average discount rate	7.4	%	9.0	%	7.9	%	8.1	%

As of June 30, 2023, future minimum payments under operating and finance leases were as follows:


In Thousands	Operating		Financing		Total
Remainder of 2023	$	3,370	$	83	$	3,453
2024	6,788		90		6,878
2025	4,414		—		4,414
2026	1,580		—		1,580
2027	1,479		—		1,479
2028	1,553		—		1,553
Thereafter	15,438		—		15,438
	34,622		173		34,795
Less: interest	(10,650)		(9)		(10,659)
Total	$	23,972	$	164	$	24,136
Current portion	5,102		164		5,266
Noncurrent portion	$	18,870	$	—	$	18,870

The Company is not currently a party to any material pending legal proceeding.

INTERIM FUNDING (Details) - USD ($)	3 Months Ended
INTERIM FUNDING (Details) - USD ($)	May 30, 2023	Jun. 30, 2023	May 31, 2023	Mar. 15, 2023
Line of Credit Facility [Line Items]
Outstanding debt balance		$ 2,281,000
Revolving Credit Facility \| Interim Funding Agreement \| Unsecured Debt \| Affiliated Entity \| Cibus Global
Line of Credit Facility [Line Items]
Unrestricted cash balance threshold				$ 1,500,000
Maximum borrowing capacity				3,000,000
Maximum borrowing increments				$ 500,000
Aggregate funds received	$ 2,500,000
Outstanding debt balance			$ 0

LEASES, COMMITMENTS, AND CONTINGENCIES - Summary of Future Minimum Rental Payments (Detail) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Operating
Remainder of 2023	$ 3,370
2024	6,788
2025	4,414
2026	1,580
2027	1,479
2028	1,553
Thereafter	15,438
Operating lease, liability, to be paid	34,622
Less: interest	(10,650)
Total	23,972
Current portion	5,102	$ 367
Noncurrent portion	18,870	13,447
Financing
Remainder of 2023	83
2024	90
2025	0
2026	0
2027	0
2028	0
Thereafter	0
Finance lease, liability, to be paid	173
Less: interest	(9)
Total	164
Current portion	164	$ 97
Noncurrent portion	0
Total
Remainder of 2023	3,453
2024	6,878
2025	4,414
2026	1,580
2027	1,479
2028	1,553
Thereafter	15,438
Operating and finance lease, liability, to be paid	34,795
Less: interest	(10,659)
Total	24,136
Current portion	5,266
Noncurrent portion	$ 18,870

SUPPLEMENTAL INFORMATION - Supplemental Cash Flows Information (Detail) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Condensed Cash Flow Statements, Captions [Line Items]
Interest paid	$ 21	$ 14
Non-cash transactions not reported in the consolidated statement of cash flows
Receivable from Jefferies for shares issued under ATM facility	0	(260)
Property, plant, and equipment acquired through assuming liabilities	307	(618)
Unpaid stock offering costs included in stockholders’ equity	0	1
Shares issued for consideration in the merger with Cibus Global	634,751	0
Forgiveness of interim funding resulting from merger with Cibus Global	2,500	0
Cumulative effect of adoption of lease accounting standard on stockholders’ equity	484,313	13,759	$ 2,667	$ 7,233	$ 14,921	$ 14,132
Establishment of operating lease right-of-use assets and associated operating lease liabilities	$ 28	14,090
Cumulative Effect, Period of Adoption, Adjustment
Non-cash transactions not reported in the consolidated statement of cash flows
Cumulative effect of adoption of lease accounting standard on stockholders’ equity		$ 832				$ 832

GOODWILL AND INTANGIBLE ASSETS - Schedule Of Amortization (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 155	$ 6	$ 208	$ 11

LEASES, COMMITMENTS, AND CONTINGENCIES - Schedule of Non-Cancellable Operating Leases (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Operating Leased Assets [Line Items]
Right-of-Use-Asset	$ 22,550	$ 13,615
Roseville, Minnesota lease
Operating Leased Assets [Line Items]
Remaining Term (years)	14 years 9 months 18 days	15 years 3 months 18 days
Right-of-Use-Asset	$ 13,369	$ 13,613
San Diego, California laboratory lease
Operating Leased Assets [Line Items]
Remaining Term (years)	2 years 2 months 12 days
Right-of-Use-Asset	$ 4,311	0
San Diego, California headquarters lease
Operating Leased Assets [Line Items]
Remaining Term (years)	1 year 10 months 24 days
Right-of-Use-Asset	$ 4,233	0
Other leases
Operating Leased Assets [Line Items]
Right-of-Use-Asset	$ 637	$ 2
Other leases \| Minimum
Operating Leased Assets [Line Items]
Remaining Term (years)	1 year	1 year
Other leases \| Maximum
Operating Leased Assets [Line Items]
Remaining Term (years)	4 years	4 years

STOCKHOLDERS' EQUITY - Follow-On Public Offering (Details) - USD ($) $ / shares in Units, $ in Thousands		6 Months Ended
	Feb. 23, 2022	Jun. 30, 2023	Jun. 30, 2022
Stockholders Equity [Line Items]
Underwriting discounts and estimated other offering expenses		$ 0	$ 961
Pre-Funded Warrants
Stockholders Equity [Line Items]
Number of securities called by each warrant (in shares)	1
Exercise price of warrants (in dollars per share)	$ 0.0001
Common Warrants
Stockholders Equity [Line Items]
Number of securities called by each warrant (in shares)	1
Exercise price of warrants (in dollars per share)	$ 69.04
Follow-on Public Offering
Stockholders Equity [Line Items]
Offering price (in dollars per share)	$ 70.50
Net proceeds on issuance of common stock	$ 10,000
Underwriting discounts and estimated other offering expenses	$ 900
Follow-on Public Offering \| Pre-Funded Warrants
Stockholders Equity [Line Items]
Warrants issued (in shares)	77,600
Offering price (in dollars per share)	$ 70.4999
Exercise price of warrants (in dollars per share)	$ 0.0001
Follow-on Public Offering \| Common Warrants
Stockholders Equity [Line Items]
Warrants issued (in shares)	158,483
Exercise price of warrants (in dollars per share)	$ 69.04
Maximum voting percentage, before warrants cannot be exercised	4.99%
Common Class A \| Follow-on Public Offering
Stockholders Equity [Line Items]
Issuance of common stock (in shares)	77,600

BASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Deferred Revenue Activity (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Contract with Customer, Liability [Roll Forward]
Beginning balance	$ 107
Acquired from merger with Cibus Global, LLC	1,186
Consideration earned	(239)
Consideration received	493
Ending balance	$ 1,547

SUPPLEMENTAL INFORMATION - Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Accrued Expenses:
Accrued consulting and professional fees	$ 3,479	$ 119
Accrued field trials	1,264	0
Other	293	54
Total	$ 5,036	$ 173

RELATED-PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2023

RELATED-PARTY TRANSACTIONS

ROYALTY LIABILITY - RELATED PARTIES

The Royalty Liability was assumed following the Company’s acquisition of Cibus Global in the Merger Transactions. In 2014, Cibus Global entered into the Warrant Exchange Agreement with certain members holding Series A Preferred Units, including members of the board of directors and management of Cibus Global, who were also the holders of warrants to purchase Series A Preferred Units. Under the Warrant Exchange Agreement, the Royalty Holders are entitled to future royalty payments equal to 10 percent of the subject revenues (Subject Revenues), which includes all revenues earned by Cibus Global, including consideration attributable to crop traits developed using the Company’s gene editing technology, but excludes specifically, (i) revenues attributable to the Nucelis product line, (ii) amounts received from the sale or disposition of the Company’s assets to the extent the purchaser agrees to be bound by the Warrant Exchange Agreement, (iii) payments for Cibus Global capital stock, and (iv) revenues attributable to collaboration and research projects. Royalty payments will begin in the first fiscal quarter after which the aggregate Subject Revenues during any consecutive 12-month period equals or exceeds $50.0 million, at which point Cibus Global will be obligated to pay all aggregated but unpaid payments under the Warrant Exchange Agreement. This condition had not occurred as of June 30, 2023. Additionally, Cibus Global granted the Royalty Holders a continuing security interest in certain intellectual property of Cibus Global to secure the payment and performance of obligations of Cibus Global under the Warrant Exchange Agreement. The initial term of the Warrant Exchange Agreement is 30 years and may be extended for an additional 30-year term if the holders provide written notice and make a payment of $100.

For purposes of determining the Royalty Liability, the Company estimates the total amount of future royalty payments required to be paid to Royalty Holders over the life of the agreement. The Company will periodically assess the expected royalty payments using a combination of internal projections and external sources. On a quarterly basis, the Company uses an annual discount rate to calculate the present value of future royalty payments. As of June 30, 2023, an annual discount rate of 23.7 percent was used to calculate the present value of the future royalty payments resulting in the Royalty Liability.

The Royalty Liability activity is as follows:


In Thousands	Royalty Liability - Related Parties
Balance as of December 31, 2022	$	—
Acquired from merger with Cibus Global, LLC	146,360
Interest expense recognized	2,617
Balance as of June 30, 2023	$	148,977

RELATED-PARTY TRANSACTIONS

Prior to the completion of the Merger Transactions, the Company was party to several agreements that governed its relationship with Cellectis, some of which required the Company to make payments to Cellectis. Pursuant to the Company’s management services agreement with Cellectis, it incurred no management fee expenses for the three and six months ended June 30, 2023, and 2022. The management services agreement was terminated with respect to the Company upon the closing of the Merger Transactions.

Cellectis has guaranteed the lease agreement for the Company’s Roseville, Minnesota facility. Cellectis’ guarantee of the Company’s obligations under the lease will terminate at the end of the second consecutive calendar year in which the Company’s tangible net worth exceeds $300 million. The Company agreed to indemnify Cellectis for any obligations incurred by Cellectis under its guaranty of the obligations under the lease, effective upon Cellectis’ ownership falling to 50 percent or less of the Company’s outstanding common stock. This indemnification obligation was triggered in October 2022.

TALEN® is one of the Company's gene editing technologies. TALEN® technology was invented by researchers at the University of Minnesota and Iowa State University and exclusively licensed to Cellectis. The Company originally obtained an exclusive license for the TALEN® technology for commercial use in plants from Cellectis. Upon the closing of the Merger Transactions, the license agreement was amended (the Amended Cellectis License) to provide exclusive use to certain intellectual property in the field of developing and commercializing microorganism, agricultural, and food products, including, but not limited to traits, seeds, proteins, oils, carbohydrates, food, and food and animal feed ingredients, excluding (i) any application in connection with animals and animal cells and (ii) therapeutic applications (the Calyxt Field). This grant is non-exclusive solely in the non-exclusive fields as described in the Amended Cellectis License. Cellectis also grants to the Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, and fully paid-up license (with certain rights to sublicense) under certain licensed plant patents in the Calyxt Field. Cellectis is entitled to royalties on any revenue the Company generates from sales of products less certain amounts as defined in the license agreement, royalties on certain cumulative revenue thresholds, and a percentage of any sublicense revenues. The Company has incurred nominal license and royalty fees for the three and six months ended June 30, 2023, and 2022.

Prior to the Merger Transactions, amounts payable to Cellectis were reported in the Company's consolidated balance sheets as Due to related parties. As of June 30, 2023, any amounts payable to Cellectis are included in accrued expenses in the Company's consolidated balance sheets.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

RELATED-PARTY TRANSACTIONS (Detail) - Related Party - Cellectis - Lease Guarantee - USD ($)	1 Months Ended
	Oct. 31, 2022	Jun. 30, 2023
Related Party Transaction [Line Items]
Threshold amount in which the lease will terminate at the end of the second consecutive calendar year in which the Company’s tangible net worth exceeds		$ 300,000,000
Threshold percentage of minimum ownership in outstanding common stock to enact indemnification agreement	50.00%

PROPERTY, PLANT, AND EQUIPMENT, NET

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

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, 2023		As of December 31, 2022
Property, plant, and equipment, net:
Buildings	10 - 20	$	900	$	900
Leasehold improvements	shorter of lease term or - 15	3,654		364
Office furniture and equipment	5 - 10	12,394		7,803
Office furniture and equipment under capital lease	4 - 20	373		414
Computer equipment and software	3 - 5	2,709		912
Assets in progress	N/A	1,801		—
Total property, plant, and equipment		21,831		10,393
Less accumulated depreciation and amortization		(6,842)		(5,877)
Total		$	14,989	$	4,516

Depreciation and amortization expense is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023		2022
Depreciation and amortization expense	$	571	$	365	$	983	$	722

Asset Retirement Obligation

Certain lease agreements require the Company to return designated areas of leased space to its original condition upon termination of the lease agreement. At the inception of such leases, the Company records an ARO and a corresponding capital asset in an amount equal to the estimated fair value of the obligation. To determine the fair value of the ARO, the Company estimates the cost for a third-party to perform the restoration work. In subsequent periods, for each ARO, the Company records operating expense to accrete the ARO liability to full value and depreciation expense against the ARO, over the term of the associated lease agreement. The Company used a credit-adjusted risk free rate of 5.64 percent to discount the future obligation, and an inflation rate of 5 percent to determine the future value of the original estimate of restoration costs. The ARO is expected to be resolved in July 2025.

The following table presents the changes in the ARO during the six months ended June 30, 2023.


In Thousands	Asset Retirement Obligations
Balance as of December 31, 2022	$	—
Acquired from merger with Cibus Global, LLC	264
Obligations incurred	—
Accretion expense	1
Balance as of June 30, 2023	$	265

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue:
Total revenue	$ 197,000	$ 41,000	$ 239,000	$ 73,000
Operating expenses:
Research and development	8,429,000	3,250,000	10,638,000	6,191,000
Selling, general, and administrative	11,079,000	3,556,000	13,375,000	6,736,000
Total operating expenses	19,508,000	6,806,000	24,013,000	12,927,000
Loss from operations	(19,311,000)	(6,765,000)	(23,774,000)	(12,854,000)
Royalty liability interest expense - related parties	(2,617,000)	0	(2,617,000)	0
Interest, net	99,000	(16,000)	78,000	(33,000)
Non-operating income (expenses)	1,320,000	4,296,000	410,000	4,783,000
Loss before income taxes	(20,509,000)	(2,485,000)	(25,903,000)	(8,104,000)
Income taxes	0	0	0	0
Net loss	(20,509,000)	(2,485,000)	(25,903,000)	(8,104,000)
Net loss attributable to redeemable noncontrolling interest	(1,819,000)	0	(1,819,000)	0
Net loss attributable to Cibus, Inc.	$ (18,690,000)	$ (2,485,000)	$ (24,084,000)	$ (8,104,000)
Basic net loss per share of class A common stock (in dollars per share)	$ (3.05)	$ (2.66)	$ (6.73)	$ (9.14)
Diluted net loss per share of class A common stock (in dollars per share)	$ (3.05)	$ (2.66)	$ (6.73)	$ (9.14)
Weighted average shares of class A common stock outstanding - basic (in shares)	6,136,114	933,274	3,576,350	887,096
Weighted average shares of class A common stock outstanding - diluted (in shares)	6,136,114	933,274	3,576,350	887,096

BASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	1,269,779	327,964
Stock options outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	109,551	118,760
Unvested restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	101	28,121
Unvested performance stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	0	22,600
Unvested restricted stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	1,001,644	0
Common Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	158,483	158,483

LEASES, COMMITMENTS, AND CONTINGENCIES - Supplemental Balance Sheet Information Related to Leases (Details)	Jun. 30, 2023	Dec. 31, 2022
Operating
Weighted average remaining lease term (years)	10 years 9 months 18 days	15 years 3 months 18 days
Weighted average discount rate	7.40%	7.90%
Financing
Weighted average remaining lease term (years)	10 months 24 days	4 months 24 days
Weighted average discount rate	9.00%	8.10%

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Pay vs Performance Disclosure
Net loss	$ (18,690)	$ (2,485)	$ (24,084)	$ (8,104)

- Definition

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

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+ Details

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK - Summary of Fair Value Measurements and Financial Statement Presentation (Detail) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Fair Value of Assets
Total	$ 22,260	$ 0
Fair Value of Liabilities
Class A common stock warrants	662	291
Total	662	291
Money Market Funds
Fair Value of Assets
Money market funds	22,260	0
Common Warrants
Fair Value of Liabilities
Class A common stock warrants	662	291
Level 1
Fair Value of Assets
Total	22,260	0
Fair Value of Liabilities
Total	0	0
Level 1 \| Money Market Funds
Fair Value of Assets
Money market funds	22,260	0
Level 1 \| Common Warrants
Fair Value of Liabilities
Class A common stock warrants	0	0
Level 2
Fair Value of Assets
Total	0	0
Fair Value of Liabilities
Total	0	0
Level 2 \| Money Market Funds
Fair Value of Assets
Money market funds	0	0
Level 2 \| Common Warrants
Fair Value of Liabilities
Class A common stock warrants	0	0
Level 3
Fair Value of Assets
Total	0	0
Fair Value of Liabilities
Total	662	291
Level 3 \| Money Market Funds
Fair Value of Assets
Money market funds	0	0
Level 3 \| Common Warrants
Fair Value of Liabilities
Class A common stock warrants	$ 662	$ 291

BASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Detail)			3 Months Ended		6 Months Ended		39 Months Ended
	May 31, 2023 class_of_stock $ / shares shares	Apr. 24, 2023	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) reporting_unit segment $ / shares shares	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) $ / shares shares	May 30, 2023 $ / shares	Dec. 31, 2022 USD ($) $ / shares shares	Feb. 23, 2022 $ / shares shares
Class of Warrant or Right [Line Items]
Number of classes of stock \| class_of_stock	2
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Reverse stock split conversion ratio	0.2
Common and preferred stock, shares authorized (in shares) \| shares	310,000,000
Common stock, shares authorized (in shares) \| shares	300,000,000		300,000,000		300,000,000		300,000,000
Preferred stock, shares authorized (in shares) \| shares	10,000,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Net loss			$ (20,509,000)	$ (2,485,000)	$ (25,903,000)	$ (8,104,000)
Net cash provided by (used in) operating activities					(14,119,000)	(11,276,000)
Cash and cash equivalents			50,895,000		50,895,000		$ 50,895,000		$ 3,427,000
Total current liabilities			22,445,000		22,445,000		22,445,000		$ 1,662,000
Allowance for doubtful accounts			0		$ 0		$ 0
Number of reporting units \| reporting_unit					1
Goodwill and intangible asset impairment					$ 0
Revenue recognized from deferred revenue balance					100,000
Non-operating income (expenses)			(1,320,000)	(4,296,000)	(410,000)	(4,783,000)
Selling, general, and administrative			$ 11,079,000	$ 3,556,000	$ 13,375,000	$ 6,736,000
Fundamental Transaction voting threshold, percent			50.00%		50.00%		50.00%
Employee Retention Credit refund received							$ 200,000
Employee Retention Credit refund expected			$ 200,000		$ 200,000		$ 200,000
Number of operating segments \| segment					1
Costs Related to the Completion of the Merger Transaction \| Revision of Prior Period, Adjustment
Class of Warrant or Right [Line Items]
Non-operating income (expenses)			800,000
Selling, general, and administrative			$ 800,000
Calyxt, Inc.
Class of Warrant or Right [Line Items]
Common stock, par value (in dollars per share) \| $ / shares								$ 0.0001
Reverse stock split conversion ratio		0.1
Common Class A
Class of Warrant or Right [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001		$ 0.0001		$ 0.0001		$ 0.0001
Common stock, shares authorized (in shares) \| shares	210,000,000		210,000,000		210,000,000		210,000,000		275,000,000
Common Class B
Class of Warrant or Right [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001		$ 0.0001		$ 0.0001		$ 0.0001
Common stock, shares authorized (in shares) \| shares	90,000,000		90,000,000		90,000,000		90,000,000		0
Minimum
Class of Warrant or Right [Line Items]
Land, buildings, and equipment useful Life			3 years		3 years		3 years
Maximum
Class of Warrant or Right [Line Items]
Land, buildings, and equipment useful Life			20 years		20 years		20 years
Common Warrants
Class of Warrant or Right [Line Items]
Deferred financing costs related to common warrants			$ 400,000
Number of securities called by each warrant (in shares) \| shares										1
Exercise price of warrants (in dollars per share) \| $ / shares										$ 69.04
Pre-Funded Warrants
Class of Warrant or Right [Line Items]
Number of securities called by each warrant (in shares) \| shares										1
Exercise price of warrants (in dollars per share) \| $ / shares										$ 0.0001

BASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Stock by Class (Details) - shares	Jun. 30, 2023	May 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Authorized (in shares)	300,000,000	300,000,000
Issued (in shares)	22,300,966
Outstanding (in shares)	21,249,037
Common Class A
Class of Stock [Line Items]
Authorized (in shares)	210,000,000	210,000,000	275,000,000
Issued (in shares)	17,658,330		978,915
Outstanding (in shares)	16,606,401		976,908
Common Class B
Class of Stock [Line Items]
Authorized (in shares)	90,000,000	90,000,000	0
Issued (in shares)	4,642,636		0
Outstanding (in shares)	4,642,636		0

- Definition

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

+ References

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+ Details

PROPERTY, PLANT, AND EQUIPMENT, NET (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

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


In Thousands, except useful life	Useful Life (Years)	As of June 30, 2023		As of December 31, 2022
Property, plant, and equipment, net:
Buildings	10 - 20	$	900	$	900
Leasehold improvements	shorter of lease term or - 15	3,654		364
Office furniture and equipment	5 - 10	12,394		7,803
Office furniture and equipment under capital lease	4 - 20	373		414
Computer equipment and software	3 - 5	2,709		912
Assets in progress	N/A	1,801		—
Total property, plant, and equipment		21,831		10,393
Less accumulated depreciation and amortization		(6,842)		(5,877)
Total		$	14,989	$	4,516

Depreciation and amortization expense is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023		2022
Depreciation and amortization expense	$	571	$	365	$	983	$	722

Schedule of Change in Asset Retirement Obligation

The following table presents the changes in the ARO during the six months ended June 30, 2023.


In Thousands	Asset Retirement Obligations
Balance as of December 31, 2022	$	—
Acquired from merger with Cibus Global, LLC	264
Obligations incurred	—
Accretion expense	1
Balance as of June 30, 2023	$	265

STOCKHOLDERS' EQUITY - Cibus Common Units (Details)	Jun. 30, 2023 shares	May 31, 2023
Stockholders Equity [Line Items]
Common unit conversion ratio		1
Common units outstanding (in shares)	21,249,038
Cibus, Inc.
Stockholders Equity [Line Items]
Common units outstanding (in shares)	16,606,402
Electing Members
Stockholders Equity [Line Items]
Common units outstanding (in shares)	4,642,636

BASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Schedule of Stock by Class

Share information related to the Company's common stock as of June 30, 2023, is as follows:


	Class A Common Stock	Class B Common Stock	Total Common Stock
Authorized	210,000,000	90,000,000	300,000,000
Issued	17,658,330	4,642,636	22,300,966
Outstanding	16,606,401	4,642,636	21,249,037

Schedule of Deferred Revenue Activity

The following table represents the deferred revenue activity:


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

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following potential dilutive securities, presented on an as converted basis, were excluded from the calculation of net loss per share of Class A Common Stock due to their anti-dilutive effect:


	As of June 30,
	2023	2022
Stock options outstanding	109,551	118,760
Unvested restricted stock units	101	28,121
Unvested performance stock units	—	22,600
Unvested restricted stock awards	1,001,644	—
Common Warrants	158,483	158,483
Total	1,269,779	327,964

- Definition

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

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+ Details

STOCK-BASED COMPENSATION (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Fair Values of Stock Options Granted and Assumptions used in Black-Scholes Model

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


	Six Months Ended June 30,
	2023		2022
Estimated fair values of stock options granted	$	—	$	27.67
Assumptions:
Risk-free interest rate	—%		1.9% - 3.5%
Expected volatility	—%		89.7% - 92.8%
Expected term (in years)	—		5.50 - 6.89

Summary of Stock Option Activity

Information on stock option activity is as follows:


	Options Exercisable	Weighted- Average Exercise Price Per Share		Options Outstanding	Weighted- Average Exercise Price Per Share
Balance as of December 31, 2022	67,978	$	496.83	116,860	$	367.58
Granted	—	—		—	—
Vested	41,971	152.05		—	—
Exercised	—	—		—	—
Forfeited or expired	(1,530)	441.63		(7,309)	369.43
Balance as of June 30, 2023	108,419	$	364.13	109,551	$	367.46

Summary of Stock-based Compensation Expense

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023		2022
Stock-based compensation expense	$	1,441	$	709	$	1,795	$	890

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023		2022
Stock-based compensation expense	$	1,924	$	—	$	1,924	$	—

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023		2022
Stock-based compensation expense	$	2,082	$	453	$	2,393	$	658

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023		2022
Stock-based compensation (benefit) expense	$	(433)	$	161	$	(270)	$	307

Certain statement of operations amounts are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023		2022
Stock-based compensation expense:
Research and development	$	2,494	$	380	$	2,678	$	410
Selling, general, and administrative	2,520		943		3,164		1,445
Total	$	5,014	$	1,323	$	5,842	$	1,855

Schedule of Nonvested Share Activity

Information on Class A Restricted Stock award activity is as follows:


	Restricted Stock Awards	Weighted- Average Grant Date Fair Value
Unvested balance as of December 31, 2022	—	$	—
Granted	1,019,282	31.50
Vested	(17,200)	31.50
Forfeited	(438)	31.50
Unvested balance as of June 30, 2023	1,001,644	$	31.50

Information on restricted stock unit activity is as follows:


	Restricted Stock Units	Weighted- Average Grant Date Fair Value
Unvested balance as of December 31, 2022	24,575	$	99.36
Granted	69,753	21.68
Vested	(91,696)	39.28
Forfeited	(2,531)	127.84
Unvested balance as of June 30, 2023	101	$	283.78

Summary of Grant Date Fair Value of Awards Vested

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023		2022
Grant-date fair value	$	542	$	—	$	542	$	—

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023		2022
Grant-date fair value	$	2,548	$	539	$	3,602	$	1,156

Summary of Stock-Based Compensation Granted As Deemed Dividends

The Company recorded deemed dividends as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023		2022
Deemed dividends from grants to Cellectis employees	$	—	$	27	$	—	$	64

Share-based Payment Arrangement, Performance Shares, Outstanding Activity

PSU activity for the six months ended June 30, 2023, is as follows:


			Performance Stock Units
Outstanding as of December 31, 2022:			22,600
Issued			24,800
Forfeited/canceled			(9,333)
Exercised			(38,067)
Outstanding as of June 30, 2023:			—

LEASES, COMMITMENTS, AND CONTINGENCIES - Narrative (Detail)	3 Months Ended
	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jun. 30, 2023 USD ($) option
Other Commitments [Line Items]
Proceeds from legal settlements \| $	$ 750,000	$ 750,000
Roseville, Minnesota lease
Other Commitments [Line Items]
Number of renewal options			4
Renewal term			5 years
San Diego, California laboratory lease
Other Commitments [Line Items]
Number of renewal options			1
Renewal term			1 year
Greenhouse Lease
Other Commitments [Line Items]
Number of renewal options			1
Renewal term			5 years
Warehouse Lease
Other Commitments [Line Items]
Number of renewal options			1
Renewal term			5 years
Minimum
Other Commitments [Line Items]
Charitable contribution obligation, percentage of net royalty revenue			0.01
Charitable contribution obligation, net royalty revenue threshold \| $			$ 100,000,000
Maximum
Other Commitments [Line Items]
Charitable contribution obligation, percentage of net royalty revenue			0.02
Charitable contribution obligation, net royalty revenue threshold \| $			$ 1,000,000,000

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 50,895,000	$ 3,427,000
Restricted cash	0	99,000
Accounts receivable	858,000	0
Prepaid expenses and other current assets	3,093,000	606,000
Total current assets	54,846,000	4,132,000
Property, plant, and equipment, net	14,989,000	4,516,000
Operating lease right-of-use assets	22,550,000	13,615,000
Intangible assets, net	135,379,000	158,000
Goodwill	585,266,000	0
Other non-current assets	1,238,000	0
Total assets	814,268,000	22,421,000
Current liabilities:
Accounts payable	3,960,000	340,000
Accrued expenses	5,036,000	173,000
Accrued compensation	4,378,000	107,000
Deferred revenue	1,547,000	107,000
Current portion of notes payable	1,562,000	0
Current portion of financing lease obligations	164,000	97,000
Current portion of operating lease obligations	5,102,000	367,000
Class A common stock warrants	662,000	291,000
Total current liabilities	22,445,000	1,662,000
Notes payable, net of current portion	719,000	0
Operating lease obligations, net of current portion	18,870,000	13,447,000
Royalty liability - related parties	148,977,000	0
Other non-current liabilities	2,078,000	79,000
Total liabilities	193,089,000	15,188,000
Commitments and contingencies (See Note 10)
Redeemable noncontrolling interest	136,866,000	0
Stockholders’ equity:
Additional paid-in capital	722,327,000	220,422,000
Class A common stock in treasury, at cost; 32,647 shares as of June 30, 2023, and 2,007 shares as of December 31, 2022	(1,785,000)	(1,043,000)
Accumulated deficit	(236,235,000)	(212,151,000)
Accumulated other comprehensive loss	(2,000)	0
Total stockholders’ equity	484,313,000	7,233,000
Total liabilities, redeemable noncontrolling interest, and stockholders' equity	814,268,000	22,421,000
Common Class A
Stockholders’ equity:
Common stock	8,000	5,000
Common Class B
Stockholders’ equity:
Common stock	0	0
Related Party
Current liabilities:
Other current liabilities	0	175,000
Nonrelated Party
Current liabilities:
Other current liabilities	$ 34,000	$ 5,000

GOODWILL AND INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETSGoodwill

In connection with the Merger Transactions with Cibus Global, the Company recognized goodwill totaling $585.3 million. The company had no goodwill prior to the Merger Transactions. Goodwill represents future economic benefits arising from acquiring Cibus Global, primarily due to its strong market position and its assembled workforce that are not individually identified and separately recognized as

intangible assets. None of the goodwill recognized is expected to be deductible for income tax purposes.

Intangible Assets

Intangible assets as of June 30, 2023, were as follows:


In Thousands	Gross Carrying Amount		Accumulated Amortization		Intangible Assets, Net
In-process research and development	$	99,051	$	—	$	99,051
Developed technology	14,148		59		14,089
Trade name	22,230		92		22,138
Other	150		49		101
Total	$	135,579	$	200	$	135,379

Total amortization expense is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023	2022
Amortization expense	$	155	$	6	208	11

Intangible assets as of December 31, 2022, were immaterial.

As of June 30, 2023, amortization expense for each of the next five years is estimated as follows:


In Thousands	Amortization Expense
Remainder of 2023	$	917
2024	1,833
2025	1,833
2026	1,833
2027	1,833
2028	1,833

PROPERTY, PLANT, AND EQUIPMENT, NET - Narrative (Details)	Jun. 30, 2023
Risk-free interest rate
Property, Plant and Equipment [Line Items]
Asset retirement obligation, measurement input	0.0564
Measurement Input, Inflation Rate
Property, Plant and Equipment [Line Items]
Asset retirement obligation, measurement input	0.05

NOTES PAYABLE - Narrative (Details) - Notes Payable	6 Months Ended
NOTES PAYABLE - Narrative (Details) - Notes Payable	Jun. 30, 2023
Annual Licenses
Debt Instrument [Line Items]
Debt instrument, term	1 year
Annual License 1
Debt Instrument [Line Items]
Debt instrument, interest rate	10.00%
Annual License 2
Debt Instrument [Line Items]
Debt instrument, interest rate	13.00%
Financed Equipment
Debt Instrument [Line Items]
Debt instrument, weighted average remaining term	3 years 1 month 6 days
Financed Equipment \| Minimum
Debt Instrument [Line Items]
Debt instrument, interest rate	7.30%
Financed Equipment \| Maximum
Debt Instrument [Line Items]
Debt instrument, interest rate	17.60%
Insurance
Debt Instrument [Line Items]
Debt instrument, weighted average remaining term	8 months 12 days
Insurance \| Minimum
Debt Instrument [Line Items]
Debt instrument, interest rate	6.30%
Insurance \| Maximum
Debt Instrument [Line Items]
Debt instrument, interest rate	7.50%

STOCK-BASED COMPENSATION - Summary of Fair Values of Stock Options Granted and Assumptions used in Black-Scholes Model (Detail) - Stock Options - $ / shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Estimated fair values of stock options granted (USD per share)	$ 0	$ 27.67
Assumptions:
Risk-free interest rate	0.00%
Risk-free interest rate, minimum		1.90%
Risk-free interest rate, maximum		3.50%
Expected volatility	0.00%
Expected volatility, minimum		89.70%
Expected volatility, maximum		92.80%
Minimum
Assumptions:
Expected term (in years)		5 years 6 months
Maximum
Assumptions:
Expected term (in years)		6 years 10 months 20 days

SUPPLEMENTAL INFORMATION

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

SUPPLEMENTAL INFORMATION

Certain balance sheet amounts are as follows:


In Thousands	As of June 30, 2023		As of December 31, 2022
Accrued Expenses:
Accrued consulting and professional fees	$	3,479	$	119
Accrued field trials	1,264		—
Other	293		54
Total	$	5,036	$	173

Certain statement of operations amounts are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023		2022
Stock-based compensation expense:
Research and development	$	2,494	$	380	$	2,678	$	410
Selling, general, and administrative	2,520		943		3,164		1,445
Total	$	5,014	$	1,323	$	5,842	$	1,855

Supplemental statement of cash flows information is as follows:


	Six Months Ended June 30,
In Thousands	2023		2022
Interest paid	$	21	$	14

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


	Six Months Ended June 30,
In Thousands	2023		2022
Receivable from Jefferies for shares issued under ATM facility	$	—	$	(260)
Property, plant, and equipment acquired through assuming liabilities	307		(618)
Unpaid stock offering costs included in stockholders’ equity	—		1
Shares issued for consideration in the merger with Cibus Global	634,751		—
Forgiveness of interim funding resulting from merger with Cibus Global	2,500		—
Cumulative effect of adoption of lease accounting standard on stockholders’ equity	—		832
Establishment of operating lease right-of-use assets and associated operating lease liabilities	$	28	$	14,090

STOCKHOLDERS' EQUITY - Merger with Cibus Global (Details)	May 31, 2023 shares
Cibus Global
Stockholders Equity [Line Items]
Number of shares of Common Stock received by Cibus Global, LLC equityholders as merger consideration (in shares)	20,150,838
Common Class A
Stockholders Equity [Line Items]
Stock issued during period for acquisitions (in shares)	16,527,484
Common Class A \| Cibus Global
Stockholders Equity [Line Items]
Number of shares of Common Stock received by Cibus Global, LLC equityholders as merger consideration (in shares)	15,508,202
Restricted Common Class A
Stockholders Equity [Line Items]
Stock issued during period for acquisitions (in shares)	1,019,282
Common Class B \| Cibus Global
Stockholders Equity [Line Items]
Number of shares of Common Stock received by Cibus Global, LLC equityholders as merger consideration (in shares)	4,642,636

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

LEASES, COMMITMENTS, AND CONTINGENCIES - Summary of Other Information Related to Leases (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Operating cash flows (operating leases)	$ 479	$ 68	$ 551	$ 135
Financing cash flows (finance leases)	$ 13	$ 96	$ 110	$ 190

MERGER WITH CIBUS GLOBAL (Tables)

6 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Purchase Price for Merger Transaction

The purchase price for Cibus Global was determined as follows:


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

Schedule of Recognized the Preliminary Allocation of the Consideration

The following table sets forth the preliminary allocation of the consideration:


In Thousands	May 31, 2023
Cash and cash equivalents	$	59,381
Accounts receivable	2,216
Due from related parties, net	19
Note receivable	2,500
Prepaid expenses and other current assets	2,535
Property, plant and equipment	10,588
Operating lease right-of-use-assets	9,519
Goodwill	585,266
Intangible assets	135,429
Other non-current assets	457
Accounts payable	(5,582)
Accrued expenses	(3,477)
Accrued compensation	(2,859)
Due to related parties	(8)
Deferred revenue	(1,186)
Current portion of notes payable	(517)
Current portion of operating lease obligations	(4,687)
Current portion of financing lease obligations	(165)
Other current liabilities	(17)
Notes payable, net of current portion	(749)
Operating lease obligations, net of current portion	(6,006)
Financing lease obligations, net of current portion	(10)
Royalty liability - related parties	(146,360)
Other non-current liabilities	(1,536)
Consideration transferred	$	634,751

Schedule of Finite-Lived Intangible Assets Acquired in Merger Transaction

Intangible assets acquired, and their related estimated average useful lives, are as follows:


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

Schedule of Indefinite-Lived Intangible Assets Acquired in Merger Transaction

Intangible assets acquired, and their related estimated average useful lives, are as follows:


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

Business Acquisition, Pro Forma Information

These unaudited proforma figures have been prepared as though the business combination had occurred on January 1, 2022. Pro forma adjustments have been made to reflect non-recurring stock compensation expense, legal and professional fees, severance costs, and amortization of acquired intangible assets, directly attributable to the business combination. The unaudited pro forma condensed financial information is not indicative of the results of operations that would have been achieved had the acquisitions reflected herein been consummated on the dates indicated or that will be achieved in the future.


	Three Months Ended June 30,				Six Months Ended June 30,
Unaudited and in Thousands	2023		2022		2023		2022
Pro forma revenues	$	443	$	300	$	679	$	685
Pro forma net loss	(31,026)		(2,948)		(53,946)		(41,638)
Pro forma net loss attributable to controlling interest	(27,352)		(21,683)		(46,280)		(36,302)
Pro forma net loss attributable to noncontrolling interest	$	(3,674)	$	(2,948)	$	(7,666)	$	(5,336)

MERGER WITH CIBUS GLOBAL - Schedule of Purchase Price for Merger Transaction (Details) - USD ($)		6 Months Ended
	May 31, 2023	Jun. 30, 2023	Jun. 30, 2022
Business Acquisition [Line Items]
Purchase price		$ 634,751,000	$ 0
Cibus Global
Business Acquisition [Line Items]
Number of shares of Common Stock received by Cibus Global, LLC equityholders as merger consideration (in shares)	20,150,838
Multiplied by the fair value per share of Cibus, Inc. Class A Common Stock (in dollars per share)	$ 31.50
Purchase price	$ 634,751,397
Cibus Global \| Restricted Stock
Business Acquisition [Line Items]
Number of shares of Common Stock received by Cibus Global, LLC equityholders as merger consideration (in shares)	1,019,282
Cibus Global \| Common Class A
Business Acquisition [Line Items]
Number of shares of Common Stock received by Cibus Global, LLC equityholders as merger consideration (in shares)	15,508,202
Cibus Global \| Common Class B
Business Acquisition [Line Items]
Number of shares of Common Stock received by Cibus Global, LLC equityholders as merger consideration (in shares)	4,642,636

STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

STOCKHOLDERS' EQUITY

STOCKHOLDERS’ EQUITY

Follow-On Public Offering

On February 23, 2022, the Company completed the Follow-On Offering, in which it issued 77,600 shares of Class A Common Stock, Pre-Funded Warrants to purchase up to 77,600 shares of Class A Common Stock, and Common Warrants to purchase up to 158,483 shares of Class A Common Stock, in each case giving effect to the Reverse Stock Splits. The aggregate offering price for each share of Class A Common Stock and accompanying Common Warrant was $70.50, as adjusted for the Reverse Stock Splits. The aggregate offering price for each Pre-Funded Warrant and accompanying Common Warrant was $70.4999, adjusted for the Reverse Stock Splits. In the aggregate, the Company received net proceeds of $10.0 million, after deducting approximately $0.9 million of underwriting discounts and estimated other offering expenses.

Pre-Funded Warrants

Each Pre-Funded Warrant entitled the holder to purchase one share of the Company’s Class A Common Stock at an exercise price of $0.0001 per share. While outstanding, the Pre-Funded Warrants were recorded as a component of stockholders’ equity within additional paid-in capital. The Pre-Funded Warrants were exercised in full on May 4, 2022, and subsequently settled with the counterparty.

Common Warrants

Each Common Warrant entitles the holder to purchase one share of Class A Common Stock at an exercise price of $69.04 per share. The Common Warrants became exercisable on August 23, 2022, and expire on August 23, 2027. The Common Warrants are recorded as a liability in the Company’s consolidated balance sheets. Per the terms of the Common Warrants, holders of outstanding Common Warrants are not entitled to exercise any portion of such warrant if, upon exercise, the holder’s ownership of the Company’s Class A Common Stock (together with its affiliates) or the combined voting power of the Company’s securities beneficially owned by such holder (together with its affiliates) would exceed the 4.99 percent after giving effect to the exercise.

Common Warrant transactions for the six months ended June 30, 2023, are as follows:


	Common Warrants	Weighted-Average Exercise Price Per Share
Outstanding as of December 31, 2022:	158,483	$	69.04
Issued	—	—
Forfeited/canceled	—	—
Exercised	—	—
Outstanding as of June 30, 2023:	158,483	$	69.04
Exercisable as of June 30, 2023:	158,483	$	69.04

ATM Facility

On September 21, 2021, the Company entered into an Open Market Sale AgreementSM (the ATM Facility) with Jefferies LLC, as sole selling agent. The Company issued approximately 40,000 shares of Class A Common Stock under the ATM Facility in 2022 for net proceeds of $0.1 million. The Company has not issued any additional shares under the ATM Facility during the 2023 fiscal year.

Merger with Cibus Global

At the closing of the Merger Transactions, the Company contributed all of its assets and liabilities to Cibus Global, in exchange for Common Units. The Company issued an aggregate of 16,527,484 shares of Class A Common Stock (including 1,019,282 shares of restricted Class A Common Stock) and 4,642,636 shares of Class B Common Stock to Cibus Global unitholders, as consideration in the Merger Transactions, pursuant to the terms of the Merger Agreement.

Class A Common Stock

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

Class B Common Stock

Upon the Closing of the Merger Transactions, the Company issued shares of Class B Common Stock. The Class B Common Stock have full voting rights. The Class B Common Stock have no economic rights and do not participate in dividends or undistributed earnings. However, holders of Class B Common Stock hold a corresponding number of economic, non-voting Common Units through which they would receive pro rata distributions from Cibus Global.

Cibus Global Common Units

In connection with the Merger Transactions, the Company, Cibus Global, and the Electing Members entered into an Exchange Agreement (the Exchange Agreement). The Exchange Agreement sets forth the terms and conditions upon which holders of Up-C Units, comprising an equal number of shares of Class B Common Stock and Cibus Global Common Units, may exchange such Up-C Units for shares of Class A Common Stock. The Up-C Units are generally exchangeable for shares of Class A Common Stock on a one-for-one basis, subject to certain restrictions. The Electing Members’ ownership of Common Units represents the noncontrolling interest. As of June 30, 2023, there were 21,249,038 Cibus Common Units outstanding. Of the 21,249,038 Cibus Common Units outstanding, 16,606,402 are held by Cibus Inc. and 4,642,636 are held by the Electing Members.

Preferred Stock

Pursuant to the Amended Certificate of Incorporation, following the consummation of the Merger Transactions, the Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.0001 per share. As of June 30, 2023, the Company has not issued any preferred stock.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 13
-Subparagraph (i)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

MERGER WITH CIBUS GLOBAL - Schedule of Recognized the Preliminary Allocation of the Consideration (Details) - USD ($)	Jun. 30, 2023	May 31, 2023	May 30, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Goodwill	$ 585,266,000		$ 0	$ 0
Cibus Global
Business Acquisition [Line Items]
Cash and cash equivalents		$ 59,381,000
Accounts receivable		2,216,000
Note receivable		2,500,000
Prepaid expenses and other current assets		2,535,000
Property, plant and equipment		10,588,000
Operating lease right-of-use-assets		9,519,000
Goodwill		585,266,000
Intangible assets		135,429,000
Other non-current assets		457,000
Accounts payable		(5,582,000)
Accrued expenses		(3,477,000)
Accrued compensation		(2,859,000)
Deferred revenue		(1,186,000)
Current portion of notes payable		(517,000)
Current portion of operating lease obligations		(4,687,000)
Current portion of financing lease obligations		(165,000)
Notes payable, net of current portion		(749,000)
Operating lease obligations, net of current portion		(6,006,000)
Financing lease obligations, net of current portion		(10,000)
Other non-current liabilities		(1,536,000)
Consideration transferred		634,751,000
Cibus Global \| Related Party
Business Acquisition [Line Items]
Due from related parties, net		19,000
Other current liabilities		(8,000)
Royalty liability - related parties		(146,360,000)
Cibus Global \| Nonrelated Party
Business Acquisition [Line Items]
Other current liabilities		$ (17,000)

ROYALTY LIABILITY - RELATED PARTIES (Tables)

6 Months Ended

Jun. 30, 2023

Schedule of Royalty Liability

The Royalty Liability activity is as follows:


In Thousands	Royalty Liability - Related Parties
Balance as of December 31, 2022	$	—
Acquired from merger with Cibus Global, LLC	146,360
Interest expense recognized	2,617
Balance as of June 30, 2023	$	148,977

BASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

BASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESThe unaudited consolidated financial statements of Cibus, Inc. (Cibus or the Company) 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. In the Company’s opinion, the accompanying consolidated financial statements reflect all adjustments necessary for a fair presentation 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, as amended by the Company’s Form 10-K/A for the year ended December 31, 2022, filed with the SEC on March 2, 2023, and March 3, 2023, respectively (collectively, the Annual Report). The accompanying consolidated balance sheets as of December 31, 2022, 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.

Description of Business

Cibus, Inc. (formerly Calyxt, Inc.) completed the Merger Transactions (as defined below under “—Merger Transactions”) on May 31, 2023, with Cibus Global, LLC (Cibus Global), and the Company carries on its business through Cibus Global and its subsidiaries. Cibus is the sole managing member of Cibus Global and, as sole managing member, the Company operates and controls all of the business and affairs of Cibus Global. As a result, the Company consolidates the financial results of Cibus Global and its subsidiaries and reports redeemable noncontrolling interest representing the economic interest in Cibus Global held by the other members of Cibus Global.

Cibus Global, a Delaware limited liability company, was formed on May 10, 2019. Immediately prior to the effective date of this formation, Cibus Global was organized as a British Virgin Islands company (Cibus Global, Ltd.), which was formed on November 5, 2001. On May 10, 2019, Cibus Global was converted to be a Delaware limited liability company.

Cibus Global is a plant trait company using gene editing technologies to develop and license gene edited plant traits that improve farming productivity or produce renewable low carbon plant products.

Completion of Merger Transactions

On May 31, 2023, the Company completed the business combination transactions contemplated by the Agreement and Plan of Merger, dated as of January 13, 2023, as amended by the First Amendment thereto dated as of April 14, 2023 (as amended, the Merger Agreement, and the transactions contemplated thereby, the Merger Transactions), by and among Legacy Calyxt; Calypso Merger Subsidiary, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company; Cibus Global, LLC (Cibus Global); and certain blocker entities party thereto. Among other things, as part of the Merger Transactions, the Company’s amended and restated certificate of incorporation was further amended and restated (the Amended Certificate of Incorporation). The Company is organized in an “Up-C” structure, and the Company’s only material asset consists of membership units of Cibus Global. The Amended Certificate of Incorporation designated two classes of the Company’s common stock: (i) Class A Common Stock, par value $0.0001 per share (the Class A Common Stock), which shares have full voting and economic rights, and (ii) Class B Common Stock, par value $0.0001 per share (the Class B Common Stock), which shares have full voting, but no economic rights. Each share of Legacy Calyxt’s common stock, par value $0.0001 per share (Legacy Common Stock) existing and outstanding immediately prior to the Merger Transactions remained outstanding as a share of Class A Common Stock without any conversion or exchange thereof.

Reverse Stock Splits

Prior to the Merger Transactions, Legacy Calyxt effected a one-for-ten reverse stock split (the First Reverse Stock Split) of the Legacy Common Stock, which became effective on April 24, 2023. The First Reverse Stock Split was reflected on the Nasdaq Capital Market beginning with the opening of trading on April 25, 2023.

Immediately prior to the Merger Transactions, the Company effected a one-for-five reverse stock split (the Second Reverse Stock Split and, together with the First Reverse Stock Split, the Reverse Stock Splits) of the Legacy Common Stock, which became effective on May 31, 2023. The Second Reverse Stock Split was reflected on the Nasdaq Capital Market beginning with the opening of trading of the Class A Common Stock on June 1, 2023.

No fractional shares were issued in connection with the Reverse Stock Splits and instead, fractional shares were rounded up to the nearest whole share number. The par value and authorized shares of Legacy Common Stock and preferred stock of the Company were not adjusted as a result of the Reverse Stock Splits.

Pursuant to the Amended Certificate of Incorporation, following the consummation of the Merger Transactions, the Company is

authorized to issue 310,000,000 shares, consisting of (i) 300,000,000 shares of common stock, par value $0.0001 per share, divided into (A) 210,000,000 shares of Class A Common Stock and (B) 90,000,000 shares of Class B Common Stock and (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share. Unless otherwise noted, all share and per share amounts in this Quarterly Report on Form 10-Q have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Splits.

Share information related to the Company's common stock as of June 30, 2023, is as follows:


	Class A Common Stock	Class B Common Stock	Total Common Stock
Authorized	210,000,000	90,000,000	300,000,000
Issued	17,658,330	4,642,636	22,300,966
Outstanding	16,606,401	4,642,636	21,249,037

Class A Restricted Stock

In connection with the Merger Transactions, the Company issued restricted shares of Class A Common Stock (Class A Restricted Stock), which remain subject to vesting conditions, to Cibus Global Members that held unvested profits interest units at the time of the consummation of the Merger Transactions. Shares of Class A Restricted Stock are considered to be legally issued and outstanding as of the date of grant, notwithstanding that the shares remain subject to risk of forfeiture if the vesting conditions for such shares are not met. For financial statement presentation purposes, Class A Restricted Stock is treated as issued, but will only be treated as outstanding after such awards have vested and, therefore, have ceased to be subject to a risk of forfeiture. Accordingly, unvested shares of Class A Restricted Stock are excluded from items presenting Class A Common Stock, including the calculation of net loss per share of Class A Common Stock.

Going Concern

The Company has incurred losses since its inception. The Company’s net loss was $25.9 million and cash used for operating activities was $14.1 million for the six months ended June 30, 2023. The Company’s primary source of liquidity is its cash and cash equivalents, with additional capital resources accessible, subject to market conditions and other factors, from the capital markets, including through offerings of common stock or other securities.

As of June 30, 2023, the Company had $50.9 million of cash and cash equivalents and $22.4 million of current liabilities.

The Company anticipates that it will continue to generate losses for the next several years. Over the longer term and until the Company can generate cash flows sufficient to support its operating capital requirements, it expects to finance a portion of future cash needs through (i) cash on hand, (ii) commercialization activities, which may result in various types of revenue streams from future product development agreements and technology licenses, including upfront and milestone payments, annual license fees, and royalties, (iii) government or other third-party funding, (iv) public or private equity or debt financings, or (v) a combination of the foregoing.

The accompanying 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 management has concluded there is substantial doubt regarding the Company's ability to continue as a going concern within one year after the date that these financial statements are issued because it will need to raise additional capital to support its business plans. If the Company is unable to raise additional capital in a sufficient amount or on acceptable terms, the Company may have to implement various cost reduction measures to manage liquidity, and the Company may have to delay or scale back operations. If the Company raises additional funds through the issuance of additional debt or equity securities, it could result in 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 impact the Company’s business, financial condition, and prospects.

Use of Estimates

The preparation of the Company’s consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Management evaluates its estimates on an ongoing basis. Although estimates are based on the Company’s historical experience, knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. Key estimates made by the Company include revenue recognition, useful lives and impairment of long-lived assets, valuation of equity-based awards and related equity-based compensation expense, valuation of intangible assets, valuation allowances on deferred tax assets, and the valuation of the Royalty Liability (defined below under "Royalty liability - Related Parties").

Fair Value Measurements of Financial Instruments

The Company follows Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and Disclosures, for financial assets and liabilities that are recognized or disclosed at fair value in these consolidated financial statements on a recurring basis. Under ASC 820, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between market participants in the market in which the reporting entity transacts its business. ASC 820 clarifies fair value should be based on assumptions market participants would use when pricing the asset or liability and establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to observable unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The carrying amounts reflected in the accompanying consolidated balance sheets for cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their fair value due to their short-term nature. Based on the borrowing rates currently available to the Company for notes payable with similar terms and consideration of default and credit risk, the carrying value of the notes payable approximates fair value, which is considered a Level 2 fair value measurement.

Cash and Cash Equivalents

The Company considers all liquid investments purchased with original maturities of three months or less to be cash equivalents. Cash and cash equivalents include cash in readily available checking and money market accounts. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses with these financial institutions. As of June 30, 2023, the Company had cash balances deposited at major financial institutions.

Restricted Cash

The Company’s restricted cash balances are cash and cash equivalents deposited in an amount equal to the future rent payments as required under the Company’s equipment lease facility. The Company may request the return of excess restricted cash collateral annually in December. The amount of the restricted cash balance as of December 31, 2022, was returned in March of 2023.

Accounts Receivable

Accounts receivable are recorded at the amounts billed relating to contracted research and development (R&D) services provided. The Company makes judgments as to its ability to collect outstanding receivables and provides an allowance for receivables when collection becomes doubtful. Accounts receivable are written off when management believes that all efforts to collect the amounts outstanding have been exhausted. The allowance for credit losses is estimated by management based on evaluations of its historical bad debt, current collection experience, and estimate of remaining collectability. Bad debt expense is recorded as necessary to maintain an appropriate level of allowance for credit losses in selling, general, and administrative (SG&A) expense in the accompanying consolidated statements of operations. Accounts receivable is presented net of allowance for credit losses which was $0 as of June 30, 2023.

Property, Plant, and Equipment, net

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

Goodwill and Acquired Intangible Assets

Goodwill is calculated as the excess of the purchase consideration paid in a business combination over the fair value of the assets acquired less liabilities assumed. Goodwill is not amortized and is tested for impairment at least annually or when events and circumstances indicate that fair value of a reporting unit may be below its carrying value. The Company has one reporting unit. The Company first assesses qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount or elects to bypass such assessment. If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying value, or the Company elects to bypass the qualitative assessment, it performs a quantitative test by determining the fair value of the reporting unit. If the carrying value of the reporting unit exceeds the fair value, then an impairment loss is recognized for the difference.

Acquired in process R&D, developed technology, and trade names are related to the Merger Transactions. Acquired intangible assets are amortized on a straight-line basis over the estimated period over which the Company expects to realize economic value related to the intangible asset. In process R&D is not amortized until it is determined to be ready for its intended use. The acquired in process R&D will be tested for impairment annually, or more frequently, if an impairment indicator is identified. No impairment charges relating to acquired goodwill or indefinite lived intangible assets were recorded for the six months ended June 30, 2023.

Leases

The Company determines if an arrangement is or contains a lease at inception. For leases with a term greater than one year, lease right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company excludes short-term leases, if any, having initial terms of 12 months or less at lease commencement as an accounting policy election. In determining the net present value of lease payments, the Company uses its incremental borrowing rate, which represents an estimated rate of interest that the Company would have to pay to borrow equivalent funds on a collateralized basis,

at the lease commencement date. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the consolidated statements of operations. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space leased by the Company. The Company has elected the practical expedient to not separate between lease and non-lease components.

Asset Retirement Obligation

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

Revenue Recognition

The Company’s revenues represent amounts earned from collaboration agreements related to contract research. The Company recognizes revenues under Topic 606 Revenue from Contracts with Customers (Topic 606) when control of services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to receive from the Company’s customers in exchange for those services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing the revenue when the performance obligations have been satisfied. The Company recognizes revenue for satisfied performance obligations only when the Company determines there are no uncertainties regarding payment terms or transfer of control. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract.

Collaboration Agreements Related to Contract Research

Performance obligations under collaboration arrangements include providing intellectual property licenses, performing R&D consulting services, and providing other materials. To date, the Company has concluded that the licenses of intellectual property in its collaboration arrangements have not been distinct, as intellectual property has not been licensed without related R&D support services. Under Topic 606, milestone fees are variable consideration that is initially constrained and included in the arrangement consideration only when it is probable that the milestones will be achieved. Arrangement consideration, including upfront fees, milestone fees, and fees for research services, is recognized over the period as services are provided using an input method to determine the amount to recognize each reporting period. The Company reviews the inputs each period, such as the Company’s level of effort expended, including the time the Company estimates it will take to complete the activities, or costs incurred relative to the total expected inputs to satisfy the performance obligation. Generally, input measures are labor hours expended or a time-based measure of progress towards the satisfaction of the performance obligation.

Contract Liabilities

The Company records contract liabilities when cash payments are received or due in advance of performance, primarily related to advances of upfront and milestone payments from contract research and collaboration agreements. Contract liabilities consist of deferred revenue on the accompanying consolidated balance sheets. The Company expects to recognize the amounts included in deferred revenues within one year.

The following table represents the deferred revenue activity:


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

For the six months ended June 30, 2023, $0.1 million of the deferred revenue balance as of December 31, 2022, had been recognized as revenue in the accompanying consolidated statements of operations.

Selling, General, and Administrative Expenses

SG&A expense consists primarily of employee-related expenses, such as salaries for its executive, business development, legal,

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

Beginning in the second quarter of 2023, SG&A expense includes costs related to its intellectual property portfolio and costs to write and support the research for filing patents. Historically, the Company expensed patent application costs and related legal costs for maintenance of such patents as incurred and such costs were included in R&D expense in the accompanying consolidated statements of operations.

Costs related to the completion of the Merger Transactions were previously included in non-operating income (expenses) in the first quarter of 2023. These prior period amounts have been reclassified to SG&A expense in the three months ended June 30, 2023.

In the three months ended June 30, 2023, the Company recognized $0.4 million of deferred financing costs related to the common warrants (Common Warrants) in SG&A expense in the accompanying consolidated statements of operations.

Research and Development Expenses

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

Historically, the Company recognized its intellectual property portfolio and costs to write and support the research for filing patents as R&D expense. Beginning in the second quarter of 2023, these expenses are included in SG&A expense in the accompanying consolidated statements of operations. The amounts in the prior reporting periods are not material and as such no historical amounts have been reclassified.

Royalty Liability – Related Parties

In 2014, Cibus Global entered into the warrant exchange agreement (Warrant Exchange Agreement), which remains in place following the Company’s acquisition of Cibus Global in the Merger Transactions, Cibus Global is required to make ongoing quarterly payments equal to a portion of the aggregate amount of certain worldwide revenues received during the applicable quarter. The Company refers to such payment obligations as its Royalty Liability. Management estimates the total amount of royalty payments over the life of the Warrant Exchange Agreement that Cibus Global will be required to make to holders of certain warrants (Royalty Holders) that were exchanged for the rights to future royalty payments pursuant to the Warrant Exchange Agreement. The Royalty Liability is based on the Company’s current estimates of future royalties expected to be paid over the life of the arrangement. The Company will periodically assess the expected royalty payments using a combination of internal projections and external sources. In order to determine the amortization of the Royalty Liability, the Company is required to estimate the total amount of future royalty payments to the Royalty Holders over the life of the Warrant Exchange Agreement. This estimate contains significant assumptions that impact both the amount recorded at execution and the interest expense that will be recognized over the royalty period. The Company will periodically assess the estimated royalty payments and to the extent the amount or timing of such payments is materially different than the original estimates, an adjustment will be recorded prospectively to increase or decrease interest expense. There are a number of factors that could materially affect the amount and timing of royalty payments and correspondingly, the amount of interest expense recorded by the Company, most of which are not within the Company’s control. Such factors include, but are not limited to, delays or discontinuation of development of the Company’s products, regulatory approval, the introduction of competing products, manufacturing or other delays, intellectual property matters, adverse events that result in authority imposed restrictions on the use of the products, significant changes in foreign exchange rates as the royalties are made in U.S. dollars, and other events or circumstances that are not currently foreseen. Changes to any of these factors could result in increases or decreases to interest expense. See Note 11 for further details.

Non-Operating Income (Expenses)

Non-operating income (expenses) are income or expenses that are not directly related to ongoing operations and are primarily comprised of gains and losses from the mark-to-market of Common Warrants to purchase Class A Common Stock and foreign exchange transactions. Costs related to the completion of the Merger Transactions were previously included in non-operating income (expenses) in the first quarter of 2023. Approximately $0.8 million has been reclassified to SG&A expense in the three months ended June 30, 2023.

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 issued and outstanding for financial statement presentation purposes only after such awards have vested and, therefore, have ceased to be subject to a risk of forfeiture. Accordingly, unvested shares of Class A Restricted Stock are excluded from the calculation of 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 anti-dilutive.

The Company’s potential dilutive securities, which include Common Warrants, unvested performance stock units, unvested restricted stock units, unvested restricted stock awards, and options to purchase Class A Common Stock, have been excluded from the computation of diluted net loss per share of Class A Common Stock as the effect would be antidilutive. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share of Class A Common Stock is the same. 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 anti-dilutive effect:


	As of June 30,
	2023	2022
Stock options outstanding	109,551	118,760
Unvested restricted stock units	101	28,121
Unvested performance stock units	—	22,600
Unvested restricted stock awards	1,001,644	—
Common Warrants	158,483	158,483
Total	1,269,779	327,964

Warrants

The Company issued pre-funded warrants (Pre-Funded Warrants) to purchase Class A Common Stock in a follow-on offering on February 23, 2022 (the Follow-On Offering). The Pre-Funded Warrants, which were each exercisable for one share of the Company’s Class A Common Stock at an exercise price of $0.0001 per share, were exercised in full on May 4, 2022, and subsequently settled with the counterparty. While outstanding, the Pre-Funded Warrants were considered equity instruments and reported in stockholders’ equity in the Company’s consolidated balance sheets, and the shares issuable upon exercise of the Pre-Funded Warrants were included in the determination of the Company’s net loss per share of Class A Common Stock.

The Company also issued Common Warrants in the Follow-On Offering. The Common Warrants expire on August 23, 2027, and are each exercisable for one share of the Company’s Class A Common Stock for $69.04 per share, after giving effect to the Reverse Stock Splits. The Common Warrants have been classified as a liability because they include a put option election available to their holder that is contingently exercisable if the Company enters into a fundamental transaction (Fundamental Transaction). Pursuant to the terms of the Common Warrants, a Fundamental Transaction occurs if (i) the Company, directly or indirectly, effects any merger or consolidation of the Company with or into another person in which the Company is not the surviving entity, (ii) the Company (and all of its subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer is completed pursuant to which holders of the Company’s Class A Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50 percent or more of the outstanding Class A Common Stock of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization, or recapitalization of the Class A Common Stock or any compulsory share exchange pursuant to which the Class A Common Stock is effectively converted into or exchanged for other securities, cash, or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination with another person or group of persons whereby such other person or group acquires more than 50 percent of the voting power of the outstanding shares of Class A Common Stock (not including any shares of Class A Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination) (the Fundamental Change Put). If the Fundamental Change Put is exercised by the holder of a Common Warrant, holder may elect to receive either the consideration of the Fundamental Transaction or put the Common Warrants back to the Company in exchange for cash, based on terms and timing specified in the Common Warrant agreement. If the Fundamental Change Put option is exercised, the Company is required to pay cash to the holder in an amount as determined by the Black Scholes pricing model, with assumptions determined in accordance with the terms of the Common Warrants. The Company believes that the Merger Transactions did not qualify as a Fundamental Transaction.

The Common Warrants are reported at fair value with changes in fair value reported in earnings. The Company reports the changes in fair value of the Common Warrants in non-operating income (expenses) in its consolidated statements of operations.

Employee Retention Credit

Prior to the Merger Transactions, Cibus Global qualified for federal government assistance through the Employee Retention Credit (ERC) provisions of the CARES Act passed in 2020, for the second, third, and fourth fiscal quarters of 2020, as well as the first and second fiscal quarters of 2021. The purpose of the ERC was to encourage employers to keep employees on the payroll, even if they were not working during the covered period because of the coronavirus outbreak. The Company recognizes amounts to be refundable as tax credits if there is a reasonable assurance of compliance with the grant conditions and receipt of credits. As of June 30, 2023, the Company recognized $0.2 million, and it expects a further refund totaling $0.2 million which is included in accounts receivable in the Company's consolidated balance sheets.

Foreign Currency

The accompanying consolidated financial statements are presented in United States dollars (USD) as the reporting currency. For those foreign subsidiaries where the Company has determined that the functional currency is the entity’s local currency, the assets and liabilities of such subsidiaries are translated into USD using exchange rates in effect at the balance sheet date. The revenue and expenses of such subsidiaries are translated into USD using average exchange rates in effect during the reporting period. Any translation

adjustments are presented as accumulated other comprehensive income (loss), within stockholders' equity in the accompanying consolidated statements of redeemable noncontrolling interest and stockholders' equity. Foreign currency transaction gains and losses are included in non-operating income (expenses) within the accompanying consolidated statements of operations and were immaterial for all periods presented.

Segment Reporting

Management has determined that the Company has one operating segment, R&D of plant gene editing, which is consistent with the Company's structure and how it manages the business. Furthermore, the Company's Chief Operating Decision Maker, which is the Company's Chief Executive Officer, monitors and reviews financial information at a consolidated level for assessing operating results and the allocation of resources.

Recently Issued Accounting Pronouncements

From time-to-time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective are not expected to have a material impact on the Company’s financial position, results of operations, or cash flows upon adoption.

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805)—Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in ASU No. 2021-08 address diversity and inconsistency related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination. The amendments in ASU No. 2021-08 require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. Upon adoption, an acquirer should account for the related revenue contracts of the acquiree as if it has originated the contracts.

For public business entities, the amendments in ASU No. 2021-08 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendments in ASU No. 2021-08 should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted. An entity that early adopts should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The Company has early adopted ASU No. 2021-08 effective October 1, 2020.

INTERIM FUNDING

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

INTERIM FUNDING


In Thousands	Annual Licenses		Financed Equipment		Insurance		Total Notes Payable
Remainder of 2023	$	185	$	278	$	593	$	1,056
2024	216		450		193		859
2025	—		351		—		351
2026	—		151		—		151
2027	—		89		—		89
2028	—		15		—		15
	401		1,334		786		2,521
Less: interest	(21)		(197)		(22)		(240)
Total	$	380	$	1,137	$	764	$	2,281
Current portion	380		418		764		1,562
Noncurrent portion	$	—	$	719	$	—	$	719

- Definition

+ References

+ Details

LEASES, COMMITMENTS, AND CONTINGENCIES (Tables)

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Non-Cancellable Operating Leases

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


	As of June 30, 2023			As of December 31, 2022
In Thousands, except remaining term	Remaining Term (years)	Right-of-Use-Asset		Remaining Term (years)	Right-of-Use-Asset
Roseville, Minnesota lease	14.8	$	13,369	15.3	$	13,613
San Diego, California laboratory lease	2.2	4,311		—	—
San Diego, California headquarters lease	1.9	4,233		—	—
Other leases	< 1.0 - 4.0	637		< 1.0 - 4.0	2
Total		$	22,550		$	13,615

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

The components of lease expense were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2023		2022		2023		2022
Finance lease costs	$	11	$	7	$	14	$	16
Operating lease costs	807		394		1,195		793
Total	$	818	$	401	$	1,209	$	809

Supplemental cash flow information related to leases was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands, except for lease term and discount rate	2023		2022		2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows (operating leases)	$	479	$	68	$	551	$	135
Financing cash flows (finance leases)	$	13	$	96	$	110	$	190

Supplemental balance sheet information related to leases was as follows:


	As of June 30, 2023				As of December 31, 2022
	Operating		Financing		Operating		Financing
Weighted average remaining lease term (years)	10.8		0.9		15.3		0.4
Weighted average discount rate	7.4	%	9.0	%	7.9	%	8.1	%

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

As of June 30, 2023, future minimum payments under operating and finance leases were as follows:


In Thousands	Operating		Financing		Total
Remainder of 2023	$	3,370	$	83	$	3,453
2024	6,788		90		6,878
2025	4,414		—		4,414
2026	1,580		—		1,580
2027	1,479		—		1,479
2028	1,553		—		1,553
Thereafter	15,438		—		15,438
	34,622		173		34,795
Less: interest	(10,650)		(9)		(10,659)
Total	$	23,972	$	164	$	24,136
Current portion	5,102		164		5,266
Noncurrent portion	$	18,870	$	—	$	18,870

Finance Lease, Liability, to be Paid, Maturity

As of June 30, 2023, future minimum payments under operating and finance leases were as follows:


In Thousands	Operating		Financing		Total
Remainder of 2023	$	3,370	$	83	$	3,453
2024	6,788		90		6,878
2025	4,414		—		4,414
2026	1,580		—		1,580
2027	1,479		—		1,479
2028	1,553		—		1,553
Thereafter	15,438		—		15,438
	34,622		173		34,795
Less: interest	(10,650)		(9)		(10,659)
Total	$	23,972	$	164	$	24,136
Current portion	5,102		164		5,266
Noncurrent portion	$	18,870	$	—	$	18,870

STOCK-BASED COMPENSATION - Narrative (Detail) - USD ($)						1 Months Ended			3 Months Ended	6 Months Ended
STOCK-BASED COMPENSATION - Narrative (Detail) - USD ($)	May 31, 2023	May 24, 2023	Mar. 01, 2023	Feb. 28, 2023	Mar. 01, 2022	Jun. 30, 2022	Mar. 31, 2022	Jul. 31, 2021	Mar. 31, 2023	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option post-separation exercise period			5 years	90 days
Aggregate intrinsic value of options outstanding and exercisable										$ 0
Weighted average remaining contractual term										4 years 3 months 18 days
Unrecognized stock-based compensation expense related to non-vested stock options										$ 100,000
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options priced at fair market value, percent										100.00%
Stock option expiration period										10 years
Share-based payment arrangement, plan modification, incremental cost									$ 100,000	$ 200,000
Unrecognized stock-based compensation expense, expected recognition weighted-average period										1 year 1 month 6 days
Stock Options \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option, vesting period										3 years
Stock Options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option, vesting period										6 years
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation expense, expected recognition weighted-average period										2 years 6 months
Unrecognized stock-based compensation expense										$ 30,200,000
Granted (in shares)										1,019,282
Restricted Stock \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option, vesting period										2 months
Restricted Stock \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option, vesting period										4 years
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)										69,753
Restricted Stock Units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option, vesting period										3 years
Restricted Stock Units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option, vesting period										5 years
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation expense										$ 0
Award requisite service period						5 years
2017 Omnibus Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, number of shares registered and available for grant (in shares)										2,127,061
2017 Omnibus Plan \| Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		24,800					10,600
Award vesting rights, percentage		100.00%
Award performance period							3 years
2017 Omnibus Plan \| Performance Stock Units \| Share-Based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage					100.00%
2017 Omnibus Plan \| Performance Stock Units \| Share-Based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage	100.00%
Inducement Plan [Member] \| Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)								12,000
Award vesting rights, percentage	25.00%
Award performance period								3 years
Share-based compensation arrangement by share-based payment award, threshold consecutive trading days								30 days

ROYALTY LIABILITY - RELATED PARTIES

6 Months Ended

Jun. 30, 2023

RELATED-PARTY TRANSACTIONS

ROYALTY LIABILITY - RELATED PARTIES

The Royalty Liability activity is as follows:


In Thousands	Royalty Liability - Related Parties
Balance as of December 31, 2022	$	—
Acquired from merger with Cibus Global, LLC	146,360
Interest expense recognized	2,617
Balance as of June 30, 2023	$	148,977

RELATED-PARTY TRANSACTIONS

- Definition

+ References

+ Details

BASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	The unaudited consolidated financial statements of Cibus, Inc. (Cibus or the Company) 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. In the Company’s opinion, the accompanying consolidated financial statements reflect all adjustments necessary for a fair presentation 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, as amended by the Company’s Form 10-K/A for the year ended December 31, 2022, filed with the SEC on March 2, 2023, and March 3, 2023, respectively (collectively, the Annual Report). The accompanying consolidated balance sheets as of December 31, 2022, 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.
Use of Estimates	Use of Estimates The preparation of the Company’s consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Management evaluates its estimates on an ongoing basis. Although estimates are based on the Company’s historical experience, knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. Key estimates made by the Company include revenue recognition, useful lives and impairment of long-lived assets, valuation of equity-based awards and related equity-based compensation expense, valuation of intangible assets, valuation allowances on deferred tax assets, and the valuation of the Royalty Liability (defined below under "Royalty liability - Related Parties").
Fair Value Measurements of Financial Instruments	Fair Value Measurements of Financial Instruments The Company follows Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and Disclosures, for financial assets and liabilities that are recognized or disclosed at fair value in these consolidated financial statements on a recurring basis. Under ASC 820, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts its business. ASC 820 clarifies fair value should be based on assumptions market participants would use when pricing the asset or liability and establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to observable unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The carrying amounts reflected in the accompanying consolidated balance sheets for cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their fair value due to their short-term nature. Based on the borrowing rates currently available to the Company for notes payable with similar terms and consideration of default and credit risk, the carrying value of the notes payable approximates fair value, which is considered a Level 2 fair value measurement.
Cash and Cash Equivalents	Cash and Cash EquivalentsThe Company considers all liquid investments purchased with original maturities of three months or less to be cash equivalents. Cash and cash equivalents include cash in readily available checking and money market accounts. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses with these financial institutions.
Restricted Cash	Restricted CashThe Company’s restricted cash balances are cash and cash equivalents deposited in an amount equal to the future rent payments as required under the Company’s equipment lease facility. The Company may request the return of excess restricted cash collateral annually in December.
Accounts Receivable	Accounts ReceivableAccounts receivable are recorded at the amounts billed relating to contracted research and development (R&D) services provided. The Company makes judgments as to its ability to collect outstanding receivables and provides an allowance for receivables when collection becomes doubtful. Accounts receivable are written off when management believes that all efforts to collect the amounts outstanding have been exhausted. The allowance for credit losses is estimated by management based on evaluations of its historical bad debt, current collection experience, and estimate of remaining collectability. Bad debt expense is recorded as necessary to maintain an appropriate level of allowance for credit losses in selling, general, and administrative (SG&A) expense in the accompanying consolidated statements of operations. Accounts receivable is presented net of allowance for credit losses
Property, Plant, and Equipment, net	Property, Plant, and Equipment, net Property, plant, and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation of buildings, lab equipment, furniture, and computer equipment and software is recorded using the straight-line method over the estimated useful lives of the respective assets, ranging from three to twenty years. Amortization of leasehold improvements are recorded using a straight-line method over the lesser of the estimated useful lives of the improvements or the remaining life of the lease. Expenditures which substantially increase the useful life of an asset, are capitalized. Expenditures for repairs and maintenance are expensed as incurred. Assets in progress include the construction of lab equipment and software to be used in the Company’s facility. The assets will be placed in service when the construction is completed and will be amortized over the useful life of the asset.
Goodwill and Acquired Intangible Assets	Goodwill and Acquired Intangible AssetsGoodwill is calculated as the excess of the purchase consideration paid in a business combination over the fair value of the assets acquired less liabilities assumed. Goodwill is not amortized and is tested for impairment at least annually or when events and circumstances indicate that fair value of a reporting unit may be below its carrying value. The Company has one reporting unit. The Company first assesses qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount or elects to bypass such assessment. If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying value, or the Company elects to bypass the qualitative assessment, it performs a quantitative test by determining the fair value of the reporting unit. If the carrying value of the reporting unit exceeds the fair value, then an impairment loss is recognized for the difference.Acquired in process R&D, developed technology, and trade names are related to the Merger Transactions. Acquired intangible assets are amortized on a straight-line basis over the estimated period over which the Company expects to realize economic value related to the intangible asset. In process R&D is not amortized until it is determined to be ready for its intended use. The acquired in process R&D will be tested for impairment annually, or more frequently, if an impairment indicator is identified.
Leases	Leases The Company determines if an arrangement is or contains a lease at inception. For leases with a term greater than one year, lease right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company excludes short-term leases, if any, having initial terms of 12 months or less at lease commencement as an accounting policy election. In determining the net present value of lease payments, the Company uses its incremental borrowing rate, which represents an estimated rate of interest that the Company would have to pay to borrow equivalent funds on a collateralized basis, at the lease commencement date. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the consolidated statements of operations. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space leased by the Company. The Company has elected the practical expedient to not separate between lease and non-lease components.
Asset Retirement Obligation	Asset Retirement Obligation The Company records an asset retirement obligation (ARO) for the estimated cost of removing constructed leasehold improvement assets and restoring the leased premises back to their original condition, at the time when the contractual obligations are incurred. The ARO represents the present value of the expected cost for the related restoration activities. The ARO assets and liabilities are recorded in property, plant, and equipment, net and other non-current liabilities, respectively, in the Company’s consolidated balance sheets. The Company records accretion expense, which represents the increase in the ARO, over the remaining or operational life of the associated leasehold improvements. Accretion expense is recorded as SG&A expense in the consolidated statements of operations using an accretion rate based on the credit adjusted risk-free interest rate. Changes resulting from revisions to the timing or amount of the original estimate of cash flows are recognized as an increase or a decrease in the asset retirement cost, or income when the asset retirement cost is depleted.
Revenue Recognition and Contract Liabilities	Revenue Recognition The Company’s revenues represent amounts earned from collaboration agreements related to contract research. The Company recognizes revenues under Topic 606 Revenue from Contracts with Customers (Topic 606) when control of services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to receive from the Company’s customers in exchange for those services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing the revenue when the performance obligations have been satisfied. The Company recognizes revenue for satisfied performance obligations only when the Company determines there are no uncertainties regarding payment terms or transfer of control. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. Contract Liabilities The Company records contract liabilities when cash payments are received or due in advance of performance, primarily related to advances of upfront and milestone payments from contract research and collaboration agreements. Contract liabilities consist of deferred revenue on the accompanying consolidated balance sheets. The Company expects to recognize the amounts included in deferred revenues within one year.
Collaborative Agreements Related to Contract Research	Collaboration Agreements Related to Contract Research Performance obligations under collaboration arrangements include providing intellectual property licenses, performing R&D consulting services, and providing other materials. To date, the Company has concluded that the licenses of intellectual property in its collaboration arrangements have not been distinct, as intellectual property has not been licensed without related R&D support services. Under Topic 606, milestone fees are variable consideration that is initially constrained and included in the arrangement consideration only when it is probable that the milestones will be achieved. Arrangement consideration, including upfront fees, milestone fees, and fees for research services, is recognized over the period as services are provided using an input method to determine the amount to recognize each reporting period. The Company reviews the inputs each period, such as the Company’s level of effort expended, including the time the Company estimates it will take to complete the activities, or costs incurred relative to the total expected inputs to satisfy the performance obligation. Generally, input measures are labor hours expended or a time-based measure of progress towards the satisfaction of the performance obligation.
Selling, General and Administrative Expenses	Selling, General, and Administrative ExpensesSG&A expense consists primarily of employee-related expenses, such as salaries for its executive, business development, legal, intellectual property, information technology, finance, human resources, and other administrative functions. These costs include legal, professional, and consulting fees for external firms and contractors. All selling and marketing expenses, including advertising expenses and allocated facility costs including rent, utilities, maintenance expenses, and depreciation and amortization, are included in SG&A expense in the accompanying consolidated statements of operations.Beginning in the second quarter of 2023, SG&A expense includes costs related to its intellectual property portfolio and costs to write and support the research for filing patents. Historically, the Company expensed patent application costs and related legal costs for maintenance of such patents as incurred and such costs were included in R&D expense in the accompanying consolidated statements of operations. Costs related to the completion of the Merger Transactions were previously included in non-operating income (expenses) in the first quarter of 2023. These prior period amounts have been reclassified to SG&A expense in the three months ended June 30, 2023.
Research and Development Expenses	Research and Development Expenses R&D costs are expensed as incurred in performing R&D activities and include salaries, lab supplies, consultant fees, and allocated facility costs including rent, utilities, maintenance expenses, and depreciation and amortization. Historically, the Company recognized its intellectual property portfolio and costs to write and support the research for filing patents as R&D expense. Beginning in the second quarter of 2023, these expenses are included in SG&A expense in the accompanying consolidated statements of operations. The amounts in the prior reporting periods are not material and as such no historical amounts have been reclassified.
Royalty Liability - Related Parties	Royalty Liability – Related PartiesIn 2014, Cibus Global entered into the warrant exchange agreement (Warrant Exchange Agreement), which remains in place following the Company’s acquisition of Cibus Global in the Merger Transactions, Cibus Global is required to make ongoing quarterly payments equal to a portion of the aggregate amount of certain worldwide revenues received during the applicable quarter. The Company refers to such payment obligations as its Royalty Liability. Management estimates the total amount of royalty payments over the life of the Warrant Exchange Agreement that Cibus Global will be required to make to holders of certain warrants (Royalty Holders) that were exchanged for the rights to future royalty payments pursuant to the Warrant Exchange Agreement. The Royalty Liability is based on the Company’s current estimates of future royalties expected to be paid over the life of the arrangement. The Company will periodically assess the expected royalty payments using a combination of internal projections and external sources. In order to determine the amortization of the Royalty Liability, the Company is required to estimate the total amount of future royalty payments to the Royalty Holders over the life of the Warrant Exchange Agreement. This estimate contains significant assumptions that impact both the amount recorded at execution and the interest expense that will be recognized over the royalty period. The Company will periodically assess the estimated royalty payments and to the extent the amount or timing of such payments is materially different than the original estimates, an adjustment will be recorded prospectively to increase or decrease interest expense. There are a number of factors that could materially affect the amount and timing of royalty payments and correspondingly, the amount of interest expense recorded by the Company, most of which are not within the Company’s control. Such factors include, but are not limited to, delays or discontinuation of development of the Company’s products, regulatory approval, the introduction of competing products, manufacturing or other delays, intellectual property matters, adverse events that result in authority imposed restrictions on the use of the products, significant changes in foreign exchange rates as the royalties are made in U.S. dollars, and other events or circumstances that are not currently foreseen. Changes to any of these factors could result in increases or decreases to interest expense.
Non-Operating Income (Expenses)	Non-Operating Income (Expenses) Non-operating income (expenses) are income or expenses that are not directly related to ongoing operations and are primarily comprised of gains and losses from the mark-to-market of Common Warrants to purchase Class A Common Stock and foreign exchange transactions. Costs related to the completion of the Merger Transactions were previously included in non-operating income (expenses) in the first quarter of 2023. Approximately $0.8 million has been reclassified to SG&A expense in the three months ended June 30, 2023.
Net Loss Per Share of Class A Common Stock	Net Loss Per Share of Class A Common Stock Weighted average shares of Class A Common Stock outstanding excludes unvested Class A Common Stock, which will be treated as issued and outstanding for financial statement presentation purposes only after such awards have vested and, therefore, have ceased to be subject to a risk of forfeiture. Accordingly, unvested shares of Class A Restricted Stock are excluded from the calculation of 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 anti-dilutive. The Company’s potential dilutive securities, which include Common Warrants, unvested performance stock units, unvested restricted stock units, unvested restricted stock awards, and options to purchase Class A Common Stock, have been excluded from the computation of diluted net loss per share of Class A Common Stock as the effect would be antidilutive. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share of Class A Common Stock is the same.
Warrants	Warrants The Company issued pre-funded warrants (Pre-Funded Warrants) to purchase Class A Common Stock in a follow-on offering on February 23, 2022 (the Follow-On Offering). The Pre-Funded Warrants, which were each exercisable for one share of the Company’s Class A Common Stock at an exercise price of $0.0001 per share, were exercised in full on May 4, 2022, and subsequently settled with the counterparty. While outstanding, the Pre-Funded Warrants were considered equity instruments and reported in stockholders’ equity in the Company’s consolidated balance sheets, and the shares issuable upon exercise of the Pre-Funded Warrants were included in the determination of the Company’s net loss per share of Class A Common Stock. The Company also issued Common Warrants in the Follow-On Offering. The Common Warrants expire on August 23, 2027, and are each exercisable for one share of the Company’s Class A Common Stock for $69.04 per share, after giving effect to the Reverse Stock Splits. The Common Warrants have been classified as a liability because they include a put option election available to their holder that is contingently exercisable if the Company enters into a fundamental transaction (Fundamental Transaction). Pursuant to the terms of the Common Warrants, a Fundamental Transaction occurs if (i) the Company, directly or indirectly, effects any merger or consolidation of the Company with or into another person in which the Company is not the surviving entity, (ii) the Company (and all of its subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer is completed pursuant to which holders of the Company’s Class A Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50 percent or more of the outstanding Class A Common Stock of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization, or recapitalization of the Class A Common Stock or any compulsory share exchange pursuant to which the Class A Common Stock is effectively converted into or exchanged for other securities, cash, or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination with another person or group of persons whereby such other person or group acquires more than 50 percent of the voting power of the outstanding shares of Class A Common Stock (not including any shares of Class A Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination) (the Fundamental Change Put). If the Fundamental Change Put is exercised by the holder of a Common Warrant, holder may elect to receive either the consideration of the Fundamental Transaction or put the Common Warrants back to the Company in exchange for cash, based on terms and timing specified in the Common Warrant agreement. If the Fundamental Change Put option is exercised, the Company is required to pay cash to the holder in an amount as determined by the Black Scholes pricing model, with assumptions determined in accordance with the terms of the Common Warrants. The Company believes that the Merger Transactions did not qualify as a Fundamental Transaction. The Common Warrants are reported at fair value with changes in fair value reported in earnings. The Company reports the changes in fair value of the Common Warrants in non-operating income (expenses) in its consolidated statements of operations.
Employee Retention Credit	Employee Retention CreditPrior to the Merger Transactions, Cibus Global qualified for federal government assistance through the Employee Retention Credit (ERC) provisions of the CARES Act passed in 2020, for the second, third, and fourth fiscal quarters of 2020, as well as the first and second fiscal quarters of 2021. The purpose of the ERC was to encourage employers to keep employees on the payroll, even if they were not working during the covered period because of the coronavirus outbreak. The Company recognizes amounts to be refundable as tax credits if there is a reasonable assurance of compliance with the grant conditions and receipt of credits.
Foreign Currency	Foreign Currency The accompanying consolidated financial statements are presented in United States dollars (USD) as the reporting currency. For those foreign subsidiaries where the Company has determined that the functional currency is the entity’s local currency, the assets and liabilities of such subsidiaries are translated into USD using exchange rates in effect at the balance sheet date. The revenue and expenses of such subsidiaries are translated into USD using average exchange rates in effect during the reporting period. Any translation adjustments are presented as accumulated other comprehensive income (loss), within stockholders' equity in the accompanying consolidated statements of redeemable noncontrolling interest and stockholders' equity. Foreign currency transaction gains and losses are included in non-operating income (expenses) within the accompanying consolidated statements of operations and were immaterial for all periods presented.
Segment Reporting	Segment Reporting Management has determined that the Company has one operating segment, R&D of plant gene editing, which is consistent with the Company's structure and how it manages the business. Furthermore, the Company's Chief Operating Decision Maker, which is the Company's Chief Executive Officer, monitors and reviews financial information at a consolidated level for assessing operating results and the allocation of resources.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements From time-to-time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective are not expected to have a material impact on the Company’s financial position, results of operations, or cash flows upon adoption. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805)—Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in ASU No. 2021-08 address diversity and inconsistency related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination. The amendments in ASU No. 2021-08 require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. Upon adoption, an acquirer should account for the related revenue contracts of the acquiree as if it has originated the contracts. For public business entities, the amendments in ASU No. 2021-08 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendments in ASU No. 2021-08 should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted. An entity that early adopts should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The Company has early adopted ASU No. 2021-08 effective October 1, 2020.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (20,509)	$ (2,485)	$ (25,903)	$ (8,104)
Foreign currency translation adjustments	(2)	0	(2)	0
Comprehensive loss	(20,511)	(2,485)	(25,905)	(8,104)
Comprehensive loss attributable to redeemable noncontrolling interest	(1,819)	0	(1,819)	0
Comprehensive loss attributable to Cibus, Inc.	$ (18,692)	$ (2,485)	$ (24,086)	$ (8,104)

- Definition

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

+ References + Details

- Definition

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

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

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+ Details

Label	Element	Value
Accounting Standards Update [Extensible Enumeration]	us-gaap_AccountingStandardsUpdateExtensibleList	Accounting Standards Update 2016-02 [Member]

- Definition

Indicates amendment to accounting standards.

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Reference 66: http://www.xbrl.org/2003/role/disclosureRef
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Reference 67: http://www.xbrl.org/2003/role/disclosureRef
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Reference 69: http://www.xbrl.org/2003/role/disclosureRef
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Reference 70: http://www.xbrl.org/2003/role/disclosureRef
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Reference 71: http://www.xbrl.org/2003/role/disclosureRef
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Reference 72: http://www.xbrl.org/2009/role/commonPracticeRef
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-Paragraph 1
-Subparagraph (c)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

+ Details

STOCK-BASED COMPENSATION - Schedule of Nonvested Shares Activity (Details) - $ / shares	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Restricted Stock
Restricted Stock Awards/Units
Unvested beginning balance (in shares)	0
Granted (in shares)	1,019,282
Vested (in shares)	(17,200)
Forfeited (in shares)	(438)
Unvested ending balance (in shares)	1,001,644
Weighted- Average Grant Date Fair Value
Unvested (in dollars per share)	$ 31.50	$ 0
Granted (in dollars per share)	31.50
Vested (in dollars per share)	31.50
Forfeited (in dollars per share)	$ 31.50
Restricted Stock Units
Restricted Stock Awards/Units
Unvested beginning balance (in shares)	24,575
Granted (in shares)	69,753
Vested (in shares)	(91,696)
Forfeited (in shares)	(2,531)
Unvested ending balance (in shares)	101
Weighted- Average Grant Date Fair Value
Unvested (in dollars per share)	$ 283.78	$ 99.36
Granted (in dollars per share)	21.68
Vested (in dollars per share)	39.28
Forfeited (in dollars per share)	$ 127.84

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

INCOME TAXES (Details) - USD ($)	3 Months Ended		6 Months Ended
INCOME TAXES (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Income tax provision	$ 0	$ 0	$ 0	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

COVER PAGE - shares	6 Months Ended
COVER PAGE - shares	Jun. 30, 2023	Aug. 09, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-38161
Entity Registrant Name	Cibus, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-1967997
Entity Address, Address Line One	6455 Nancy Ridge Drive
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	(858)
Local Phone Number	450-0008
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	CBUS
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001705843
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false
Common Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		16,641,505
Common Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		4,642,636

ROYALTY LIABILITY - RELATED PARTIES - Narrative (Details) - Management	6 Months Ended
	Jun. 30, 2023 USD ($)
Warrant Exchange Agreement
Related Party Transaction [Line Items]
Royalty payment, percentage of subject revenues	10.00%
Subject revenue threshold, minimum	$ 50,000,000
Term of agreement	30 years
Renewal term	30 years
Required payment to extend agreement	$ 100
Measurement Input, Discount Rate
Related Party Transaction [Line Items]
Royalty liability, measurement input	0.237

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Common stock, shares authorized (in shares)	300,000,000
Common stock, shares issued (in shares)	22,300,966
Common stock, shares outstanding (in shares)	21,249,037
Treasury stock, shares (in shares)	32,647	2,007
Common Class A
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	210,000,000	275,000,000
Common stock, shares issued (in shares)	17,658,330	978,915
Common stock, shares outstanding (in shares)	16,606,401	976,908
Common Class B
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	90,000,000	0
Common stock, shares issued (in shares)	4,642,636	0
Common stock, shares outstanding (in shares)	4,642,636	0

STOCKHOLDERS' EQUITY (Tables)

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Disclosure of Warrants Transactions

Common Warrant transactions for the six months ended June 30, 2023, are as follows:


	Common Warrants	Weighted-Average Exercise Price Per Share
Outstanding as of December 31, 2022:	158,483	$	69.04
Issued	—	—
Forfeited/canceled	—	—
Exercised	—	—
Outstanding as of June 30, 2023:	158,483	$	69.04
Exercisable as of June 30, 2023:	158,483	$	69.04

LEASES, COMMITMENTS, AND CONTINGENCIES - Summary of Lease Cost (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Finance lease costs	$ 11	$ 7	$ 14	$ 16
Operating lease costs	807	394	1,195	793
Total	$ 818	$ 401	$ 1,209	$ 809

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK - Summary of Fair Value of the Common Warrants (Details)	Jun. 30, 2023 yr	Dec. 31, 2022 yr
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Estimated fair value of Common Warrants	4.18	1.87
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions:	0.043	0.040
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions:	1.000	0.850
Expected term to liquidation (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions:	4.2	4.6

GOODWILL AND INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Accumulated Amortization	$ 200
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Gross Carrying Amount	135,579
Accumulated Amortization	200
Intangible Assets, Net	135,379	$ 158
In-process research and development
Indefinite-Lived Intangible Assets [Line Items]
In-process research and development	99,051
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	14,148
Accumulated Amortization	59
Intangible Assets, Net	14,089
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Accumulated Amortization	59
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	22,230
Accumulated Amortization	92
Intangible Assets, Net	22,138
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Accumulated Amortization	92
Other
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	150
Accumulated Amortization	49
Intangible Assets, Net	101
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Accumulated Amortization	$ 49

INCOME TAXES	6 Months Ended
INCOME TAXES	Jun. 30, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXESThe 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 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. The Company did not record any income tax provision for the three months ended June 30, 2023, due to its history of net operating losses, and the maintenance of a full valuation allowance against its net deferred tax assets. As of June 30, 2023, there have been no Up-C Units exchanged by Electing Members for Class A Common Stock. As described in Note 2, the Company has recorded a full valuation allowance against its net deferred tax assets as the realizability of the tax benefit is not at the more-likely-than-not threshold. Since the benefit has not been recorded, the Company determined that the TRA liability is not probable and therefore no TRA liability existed as of June 30, 2023.As of June 30, 2023, there were no material changes to what the Company disclosed regarding tax uncertainties or penalties as of December 31, 2022.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

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