0001628280-24-012546 | 10-K | XBRL Viewer

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LEASES, COMMITMENTS, AND CONTINGENCIES - Narrative (Details)	3 Months Ended
	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2023 USD ($) option
Other Commitments [Line Items]
Proceeds from legal settlements \| $	$ 750,000	$ 750,000
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
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

RELATED-PARTY TRANSACTIONS (Details) - Cellectis - Related Party - Lease Guarantee - USD ($)	1 Months Ended
	Oct. 31, 2022	Dec. 31, 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%

INCOME TAXES

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXESThe Company is the sole managing member of Cibus Global and, as a result, consolidates the financial results of Cibus Global in the consolidated financial statements. Cibus Global is a pass-through entity for United States federal and most applicable state and local income tax purposes following the Merger Transactions. Any taxable income or loss generated by Cibus Global is passed through to, and included in, the taxable income or loss of its holders of Cibus Common Units, including Cibus. The Company is taxed as a corporation and pays corporate federal, state, and local taxes with respect to income allocated from Cibus Global, based on the Company's 78.3 percent economic interest in Cibus Global.

The components of loss before income taxes are as follows:


	Year Ended December 31,
In Thousands	2023		2022
United States loss before income taxes	$	(225,222)	$	(16,891)
Foreign loss before income taxes	(112,421)		—
Loss before income taxes	$	(337,643)	$	(16,891)

The following table reconciles the United States statutory income tax rate to the Company’s effective income tax rate:


	Year Ended December 31,
	2023		2022
United States statutory rate	21.0	%	21.0	%
State tax, net of federal tax benefit	2.7	%	1.0	%
Loss attributable to redeemable noncontrolling interest	(4.4)	%	—	%
Stock-based compensation	(0.1)	%	(1.7)	%
Officer compensation	—	%	(1.4)	%
Goodwill and intangible assets impairment	(7.3)	%	—	%
R&D credit	0.8	%	2.2	%
Unrecognized tax benefits	(0.6)	%	—	%
Warrants	(0.1)	%	6.4	%
§351 exchange	8.1	%	—	%
Change in state rate	3.1	%	—	%
Other	(0.5)	%	—	%
Change in valuation allowance	(22.7)	%	(27.5)	%
Effective income tax rate	—	%	—	%

The difference between the United States statutory income tax rate and the Company’s effective income tax rate for the years ended December 31, 2023, and 2022 is primarily attributable to the effect of losses sustained which required a valuation allowance.

Income tax provision for the years ended December 31, 2023, and 2022 consist of the following:


	Year Ended December 31,
In Thousands	2023		2022
Current:
Federal	$	—	$	—
State	—		—
Foreign	4		—
Total current	4		—
Deferred:
Federal	—
State	—
Foreign	—
Total deferred	—		—
Total income tax benefit (expense)	$	4	$	—

Deferred tax assets and liabilities consist of the following:


	December 31,
In Thousands	2023			2022
Net operating losses	$	60,257		$	40,914
Investment in Cibus Global, LLC	53,573			—
Stock-based compensation	3,367			2,950
ASC 842 lease liabilities	—			2,921
Tax credit carry forwards	5,335			3,685
Capitalized R&D	1,698			2,183
Compensation	17			14
Fixed assets	2,062			—
Other	—			124
Gross deferred tax assets	126,309			52,791
Less valuation allowance	(126,309)			(49,843)
Net deferred tax assets	—			2,948
Fixed assets	—			(89)
ASC 842 ROU assets	—			(2,859)
Gross deferred tax liabilities	—		—	(2,948)
Net deferred tax asset or liability	$	—		$	—

The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a full valuation allowance for deferred tax assets described above 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 has $362.5 million of net operating loss carryforwards (NOLs). Of this amount, $104.5 million are state NOLs and $258.0 million are federal NOLs. The federal NOLs period is as follows: $215.6 million do not expire and $42.4 million expire between 2026 and 2036. The state NOLs will expire between 2027 and 2043, with some amounts having indefinite carryover. The Company also has federal and state R&D credit carryovers of $5.2 million and $2.4 million, respectively, which will expire between 2028 and 2043.

Pursuant to Sections 382 and 383 of the Internal Revenue Code (IRC), annual use of the Company's NOLs and R&D credit carryforwards may be limited in the event a cumulative change in ownership of more than 50 percent occurs within a three-year period. Since the Company's formation, the Company has raised capital through the issuance of capital stock, which on its own or combined with the purchasing stockholders' subsequent disposition of those shares, may have resulted in such an ownership change, or could result in an ownership.

Upon the occurrence of an ownership change under Section 382 as outlined above, utilization of the Company's NOLs and R&D credit carryforwards are subject to an annual limitation, which is determined by first multiplying the value of the Company's stock at the time of the ownership change by the applicable long-term tax-exempt rate, which could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the NOLs or R&D credit carryforwards before utilization. The Company is in the process of completing a Section 382 study and believes an ownership change has occurred in connection with the Merger Transactions, but has not yet completed the analysis. For financial statement purposes, the Company has included the federal and state NOLs and R&D

credit in the schedule of deferred tax assets offset with a full valuation allowance. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by historical ownership changes will not impact the Company’s effective tax rate in the future.

The gross unrecognized tax benefits activity is as follows:


In Thousands	Gross Unrecognized Tax Benefits
Balance as of December 31, 2022	$	—
Increases related to current year positions	697
Increases related to prior year positions	1,209
Balance as of December 31, 2023	$	1,906

The Company is subject to federal income taxes in the United States as well as various state and local jurisdictions, the United Kingdom, Netherlands, and Canada. The Company has reviewed its tax positions and concluded that no liability for uncertain tax positions is required as of December 31, 2023. The Company will classify any future interest and penalties as a component of income tax expense if incurred.

The Company does not expect the amount of uncertain tax positions to change significantly in the next 12 months. The Company’s major taxing jurisdictions are in the United States, at both the federal and state levels, the United Kingdom, Netherlands, and Canada. The number of years open for examination varies depending on the tax jurisdiction but are generally from three to five years.

As of December 31, 2023, there have been 1,500,000 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 December 31, 2023.

- 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

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+ Details

STOCKHOLDERS' EQUITY - Cibus Common Units (Details)	12 Months Ended
STOCKHOLDERS' EQUITY - Cibus Common Units (Details)	Dec. 31, 2023 shares	May 31, 2023
Stockholders Equity [Line Items]
Common unit conversion ratio		1
Number of securities called by each warrant (in shares)	1,500,000
Common units outstanding (in shares)	23,710,292
Cibus, Inc.
Stockholders Equity [Line Items]
Common units outstanding (in shares)	20,567,656
Electing Members
Stockholders Equity [Line Items]
Common units outstanding (in shares)	3,142,636

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

12 Months Ended

Dec. 31, 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 December 31, 2023, and 2022, were as follows:


	December 31, 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)	$	7,015	$	—	$	—	$	7,015	$	—	$	—	$	—	$	—
Total	$	7,015	$	—	$	—	$	7,015	$	—	$	—	$	—	$	—

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


	December 31, 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	$	—	$	—	$	1,418	$	1,418	$	—	$	—	$	291	$	291
Total	$	—	$	—	$	1,418	$	1,418	$	—	$	—	$	291	$	291

Summary of Common Warrants Activity

The following table summarizes the Common Warrants activity for the period ended December 31, 2023:


In Thousands	Level 3 Fair Value of Liabilities
Balance as of December 31, 2022	$	291
Change in fair value	1,127
Balance as of December 31, 2023	$	1,418

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 December 31,
	2023			2022
Estimated fair value of Common Warrants per share	$	8.95		$	1.87
Assumptions:
Risk-free interest rate	3.9		%	4.0		%
Expected volatility	100.7		%	85.0		%
Expected term to liquidation (in years)	3.6			4.6

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023	Dec. 31, 2022
Audit Information [Abstract]
Auditor Firm ID	243	42
Auditor Name	BDO USA, P.C.	Ernst & Young LLP
Auditor Location	San Diego, California	Minneapolis, Minnesota

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (337,639)	$ (16,891)
Foreign currency translation adjustments	10	0
Comprehensive loss	(337,629)	(16,891)
Comprehensive loss attributable to redeemable noncontrolling interest	(70,010)	0
Comprehensive loss attributable to Cibus, Inc.	$ (267,619)	$ (16,891)

- 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.

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-URI https://asc.fasb.org//1943274/2147481175/810-10-55-4K

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-2

Reference 38: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A

Reference 39: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A

+ Details

MERGER WITH CIBUS GLOBAL - Schedule of Purchase Price for Merger Transaction (Details) - USD ($)		12 Months Ended
	May 31, 2023	Dec. 31, 2023	Dec. 31, 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 \| Class A Common Stock
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 \| Class B Common Stock
Business Acquisition [Line Items]
Number of shares of Common Stock received by Cibus Global, LLC equityholders as merger consideration (in shares)	4,642,636

ROYALTY LIABILITY - RELATED PARTIES - Schedule of Royalty Liability (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accrued Royalties [Roll Forward]
Beginning balance	$ 0
Interest expense recognized	18,892	$ 0
Ending balance	165,252	0
Management
Accrued Royalties [Roll Forward]
Beginning balance	0
Acquired from merger with Cibus Global, LLC	146,360
Interest expense recognized	18,892
Ending balance	$ 165,252	$ 0

LEASES, COMMITMENTS, AND CONTINGENCIES

12 Months Ended

Dec. 31, 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. In the third quarter of 2023, the Company added a financing lease for hardware and software. The financing lease right-of-use (ROU) asset is included in other non-current assets in the consolidated balance sheets.

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


	As of December 31,
	2023			2022
In Thousands, except remaining term	Remaining Term (years)	Right-of-Use-Asset		Remaining Term (years)	Right-of-Use-Asset
Roseville, Minnesota lease	14.3	$	13,117	15.3	$	13,613
San Diego, California laboratory lease	1.7	3,377		—	—
San Diego, California headquarters lease	1.4	3,178		—	—
San Diego, California greenhouse lease	4.7	1,475		—	—
Other leases	< 1.0 - 3.0	538		< 2.0	2
Total		$	21,685		$	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 associated operating lease ROU assets and 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 Company's headquarters are located in San Diego, California where it has leases for its headquarters facility, which includes office and laboratory space, and it has the first standardized high-throughput (gene editing) trait development facility for editing plants (the Oberlin Facility) with terms that expire in May 2025 and August 2025, respectively. The Company has one option to extend the Oberlin Facility 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 lease liability.

Additionally, the Company has certain leases for greenhouse and warehouse facilities, with terms that expire in August 2028 and August 2026, respectively. The Company had one option to extend the term of the greenhouse lease, for five years, and executed this right with an amended lease agreement beginning in September 2023 and expiring at the end of August 2028. There are no other options to extend this lease. The Company has one option to extend the warehouse lease for five years. However, 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 lease 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 operating lease ROU assets or lease liabilities and are reflected as expense in the period incurred.

The components of lease expense were as follows:


	Year Ended December 31,
In Thousands		2023		2022
Finance lease costs		$	117	$	75
Operating lease costs		4,511		1,548
Total		$	4,628	$	1,623

Operating lease costs for short-term leases was not material for the year ended December 31, 2023, or 2022.

Supplemental cash flow information related to leases was as follows:


	Year Ended December 31,
In Thousands		2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows (operating leases)		$	3,178	$	276
Financing cash flows (finance leases)		$	297	$	376

Supplemental balance sheet information related to leases was as follows:


	As of December 31,
	2023				2022
	Operating		Financing		Operating		Financing
Weighted average remaining lease term (years)	10.6		1.3		15.3		0.4
Weighted average discount rate	7.5	%	9.8	%	7.9	%	8.1	%

As of December 31, 2023, future minimum payments under operating and finance leases were as follows:


In Thousands	Operating		Financing		Total

2024	7,134		210		7,344
2025	4,797		120		4,917
2026	1,993		—		1,993
2027	1,920		—		1,920
2028	1,863		—		1,863
Thereafter	15,438		—		15,438
	33,145		330		33,475
Less: interest	(10,193)		(30)		(10,223)
Total	$	22,952	$	300	$	23,252
Current portion	5,927		187		6,114
Noncurrent portion	$	17,025	$	113	$	17,138

Cibus Non-Profit Foundation

During 2022, Cibus Global created the Cibus Charitable Foundation, Inc., a nonprofit legal entity (the Cibus Non-Profit Foundation). As of December 31, 2023, the Cibus Non-Profit Foundation has not received any donations or commenced operations. The Company is obligated to make donations to the Cibus Non-Profit 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 Non-Profit Foundation.

This obligation is contingent upon the Cibus Non-Profit Foundation obtaining and maintaining its status as a 501(c)(3) charitable organization, although such registration has not yet been achieved. The Cibus Non-Profit 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 December 31, 2023, the Company had not recorded a liability related to its obligations to the Cibus Non-Profit 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 December 31,
	2023			2022
In Thousands, except remaining term	Remaining Term (years)	Right-of-Use-Asset		Remaining Term (years)	Right-of-Use-Asset
Roseville, Minnesota lease	14.3	$	13,117	15.3	$	13,613
San Diego, California laboratory lease	1.7	3,377		—	—
San Diego, California headquarters lease	1.4	3,178		—	—
San Diego, California greenhouse lease	4.7	1,475		—	—
Other leases	< 1.0 - 3.0	538		< 2.0	2
Total		$	21,685		$	13,615

The components of lease expense were as follows:


	Year Ended December 31,
In Thousands		2023		2022
Finance lease costs		$	117	$	75
Operating lease costs		4,511		1,548
Total		$	4,628	$	1,623

Operating lease costs for short-term leases was not material for the year ended December 31, 2023, or 2022.

Supplemental cash flow information related to leases was as follows:


	Year Ended December 31,
In Thousands		2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows (operating leases)		$	3,178	$	276
Financing cash flows (finance leases)		$	297	$	376

Supplemental balance sheet information related to leases was as follows:


	As of December 31,
	2023				2022
	Operating		Financing		Operating		Financing
Weighted average remaining lease term (years)	10.6		1.3		15.3		0.4
Weighted average discount rate	7.5	%	9.8	%	7.9	%	8.1	%

As of December 31, 2023, future minimum payments under operating and finance leases were as follows:


In Thousands	Operating		Financing		Total

2024	7,134		210		7,344
2025	4,797		120		4,917
2026	1,993		—		1,993
2027	1,920		—		1,920
2028	1,863		—		1,863
Thereafter	15,438		—		15,438
	33,145		330		33,475
Less: interest	(10,193)		(30)		(10,223)
Total	$	22,952	$	300	$	23,252
Current portion	5,927		187		6,114
Noncurrent portion	$	17,025	$	113	$	17,138

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

LEASES, COMMITMENTS, AND CONTINGENCIES

Leases


	As of December 31,
	2023			2022
In Thousands, except remaining term	Remaining Term (years)	Right-of-Use-Asset		Remaining Term (years)	Right-of-Use-Asset
Roseville, Minnesota lease	14.3	$	13,117	15.3	$	13,613
San Diego, California laboratory lease	1.7	3,377		—	—
San Diego, California headquarters lease	1.4	3,178		—	—
San Diego, California greenhouse lease	4.7	1,475		—	—
Other leases	< 1.0 - 3.0	538		< 2.0	2
Total		$	21,685		$	13,615

The components of lease expense were as follows:


	Year Ended December 31,
In Thousands		2023		2022
Finance lease costs		$	117	$	75
Operating lease costs		4,511		1,548
Total		$	4,628	$	1,623

Operating lease costs for short-term leases was not material for the year ended December 31, 2023, or 2022.

Supplemental cash flow information related to leases was as follows:


	Year Ended December 31,
In Thousands		2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows (operating leases)		$	3,178	$	276
Financing cash flows (finance leases)		$	297	$	376

Supplemental balance sheet information related to leases was as follows:


	As of December 31,
	2023				2022
	Operating		Financing		Operating		Financing
Weighted average remaining lease term (years)	10.6		1.3		15.3		0.4
Weighted average discount rate	7.5	%	9.8	%	7.9	%	8.1	%

As of December 31, 2023, future minimum payments under operating and finance leases were as follows:


In Thousands	Operating		Financing		Total

2024	7,134		210		7,344
2025	4,797		120		4,917
2026	1,993		—		1,993
2027	1,920		—		1,920
2028	1,863		—		1,863
Thereafter	15,438		—		15,438
	33,145		330		33,475
Less: interest	(10,193)		(30)		(10,223)
Total	$	22,952	$	300	$	23,252
Current portion	5,927		187		6,114
Noncurrent portion	$	17,025	$	113	$	17,138

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

INCOME TAXES - Schedule of Deferred Tax Assets And Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Net operating losses	$ 60,257	$ 40,914
Deferred Tax Assets, Investments	53,573	0
Stock-based compensation	3,367	2,950
ASC 842 lease liabilities	0	2,921
Tax credit carry forwards	5,335	3,685
Capitalized R&D	1,698	2,183
Compensation	17	14
Fixed assets	2,062	0
Other	0	124
Gross deferred tax assets	126,309	52,791
Less valuation allowance	(126,309)	(49,843)
Net deferred tax assets	0	2,948
Fixed assets	0	(89)
ASC 842 ROU assets	0	(2,859)
Gross deferred tax liabilities	0	(2,948)
Net deferred tax asset or liability	$ 0	$ 0

STOCKHOLDERS' EQUITY - ATM Facility (Details) - At-The-Market Offering - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 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

SUPPLEMENTAL INFORMATION - Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accrued Expenses:
Accrued consulting and professional fees	$ 631	$ 119
Accrued field trials	505	0
Other	611	54
Total	$ 1,747	$ 173

NOTES PAYABLE - Schedule of Future Minimum Payments Under Notes Payable (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
2024	$ 921
2025	351
2026	151
2027	89
2028	11
Notes Payable, Gross	1,523
Less: interest	(154)
Total	1,369
Current portion	833	$ 0
Noncurrent portion	536	$ 0
Annual Licenses
Debt Instrument [Line Items]
2024	216
2025	0
2026	0
2027	0
2028	0
Notes Payable, Gross	216
Less: interest	(7)
Total	209
Current portion	209
Noncurrent portion	0
Financed Equipment
Debt Instrument [Line Items]
2024	454
2025	351
2026	151
2027	89
2028	11
Notes Payable, Gross	1,056
Less: interest	(143)
Total	913
Current portion	377
Noncurrent portion	536
Insurance
Debt Instrument [Line Items]
2024	251
2025	0
2026	0
2027	0
2028	0
Notes Payable, Gross	251
Less: interest	(4)
Total	247
Current portion	247
Noncurrent portion	$ 0

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating activities
Net loss	$ (337,639)	$ (16,891)
Adjustments to reconcile net loss to net cash used by operating activities:
Royalty liability interest expense - related parties	18,892	0
Goodwill and intangible assets impairment	249,419	0
Depreciation and amortization	4,693	1,534
Stock-based compensation	16,092	3,998
Loss on disposal of property, plant, and equipment	224	0
Change in fair value of liability classified Class A common stock warrants	1,127	(5,120)
Other	21	0
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	1,704	0
Due to/from related parties	(95)	3
Prepaid expenses and other current assets	1,150	389
Accounts payable	2	(229)
Accrued expenses	(2,065)	(166)
Accrued compensation	891	(2,415)
Deferred revenues	(89)	(56)
Right-of-use assets and lease liabilities, net	(106)	199
Other assets and liabilities, net	(431)	(610)
Net cash used by operating activities	(46,210)	(19,364)
Investing activities
Cash acquired from merger with Cibus Global, LLC	59,381	0
Purchases of property, plant, and equipment	(4,321)	(1,520)
Net cash provided by (used in) investing activities	55,060	(1,520)
Financing activities
Proceeds from Class A common stock and pre-funded warrants issuance	20,306	11,538
Costs incurred related to the issuance of Class A common stock and pre-funded warrants	(1,550)	(1,173)
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	1,378	0
Repayments of financing lease obligations	(297)	(376)
Repayments of notes payable	(1,275)	0
Net cash provided by financing activities	20,320	9,989
Effect of exchange rate changes on cash and cash equivalents	3	0
Net increase (decrease) in cash, cash equivalents, and restricted cash	29,173	(10,895)
Cash, cash equivalents, and restricted cash – beginning of period	3,526	14,421
Cash, cash equivalents, and restricted cash – end of period	$ 32,699	$ 3,526

MERGER WITH CIBUS GLOBAL - Business Acquisition, Pro Forma Information (Details) - Cibus Global - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Pro forma revenues	$ 2,257	$ 1,267
Pro forma net loss	(365,682)	(82,063)
Pro forma net loss attributable to controlling interest	(287,969)	(69,869)
Pro forma net loss attributable to redeemable noncontrolling interest	$ (77,713)	$ (12,194)

PROPERTY, PLANT, AND EQUIPMENT, NET - Schedule of Property, Plant, and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total property, plant, and equipment	$ 24,752	$ 10,393
Less accumulated depreciation and amortization	(8,977)	(5,877)
Total	15,775	4,516
Depreciation and amortization expense	$ 3,568	1,441
Minimum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	3 years
Maximum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	20 years
Buildings
Property, Plant and Equipment [Line Items]
Land, buildings, and equipment, gross	$ 900	900
Buildings \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	10 years
Buildings \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	20 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Useful Life (Years)	15 years
Land, buildings, and equipment, gross	$ 3,912	364
Office furniture and equipment
Property, Plant and Equipment [Line Items]
Land, buildings, and equipment, gross	15,102	7,803
Finance lease, right-of-use asset, before accumulated amortization	$ 373	414
Office furniture and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	5 years
Useful Life (Years)	3 years
Office furniture and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	10 years
Useful Life (Years)	7 years
Computer equipment and software
Property, Plant and Equipment [Line Items]
Land, buildings, and equipment, gross	$ 3,761	912
Computer equipment and software \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	3 years
Computer equipment and software \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	5 years
Assets in progress
Property, Plant and Equipment [Line Items]
Land, buildings, and equipment, gross	$ 704	$ 0

STOCKHOLDERS' EQUITY (Tables)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Disclosure of Warrants Transactions

Warrant transactions for the year ended December 31, 2023, were as follows:


	Pre-Funded Warrants	Weighted Average Exercise Price Per Share		Common Warrants	Weighted Average Exercise Price Per Share
Outstanding as of December 31, 2022	—	$	—	158,483	$	69.04
Issued	50,000	0.01		—	—
Forfeited/canceled	—	—		—	—
Exercised	—	—		—	—
Outstanding as of December 31, 2023	50,000	$	0.01	158,483	$	69.04
Exercisable as of December 31, 2023	50,000	$	0.01	158,483	$	69.04

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net loss	$ (267,627)	$ (16,891)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

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+ Details

SUPPLEMENTAL INFORMATION - Share-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Stock-based compensation expense:
Total	$ 16,092	$ 3,998
Research and development
Stock-based compensation expense:
Total	7,554	946
Selling, general, and administrative
Stock-based compensation expense:
Total	$ 8,538	$ 3,052

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)					3 Months Ended		12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares	Oct. 18, 2023 USD ($) employee	May 31, 2023 class_of_stock $ / shares shares	Apr. 24, 2023	Mar. 20, 2024 USD ($) shares	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) reporting_unit segment $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Jan. 02, 2024 USD ($)	Oct. 17, 2023 employee	May 30, 2023 $ / shares	Feb. 23, 2022 $ / shares shares	Jan. 01, 2022 USD ($)	Dec. 31, 2021 USD ($)
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
Preferred stock, shares authorized (in shares) \| shares			10,000,000
Preferred stock, par value (in dollars per share) \| $ / shares			$ 0.0001
Net loss							$ 337,639,000	$ 16,891,000
Net cash used by operating activities							46,210,000	19,364,000
Cash and cash equivalents	$ 32,699,000						32,699,000	3,427,000
Total current liabilities	21,323,000						21,323,000	1,662,000
Allowance for doubtful accounts	0						0	0
Impairment of long-lived assets							0	0
Impairment of finite lived intangible assets							$ 0	0
Number of reporting units \| reporting_unit							1
Goodwill impairment							$ 150,368,000
Impairment of indefinite-lived intangible assets							$ 99,000,000.0
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration]							Goodwill and intangible assets impairment
Operating lease right-of-use assets	21,685,000						$ 21,685,000	13,615,000
Operating lease liabilities	22,952,000						22,952,000
Equity, attributable to parent	293,470,000						293,470,000	7,233,000						$ 14,132,000
Contract assets	$ 200,000						$ 200,000	0
Fundamental Transaction voting threshold, percent	50.00%						50.00%
Employee Retention Credit refund received	$ 200,000
Number of operating segments \| segment							1
Accumulated Deficit
Class of Warrant or Right [Line Items]
Equity, attributable to parent	$ (479,778,000)						$ (479,778,000)	(212,151,000)						(196,092,000)
Cumulative Effect, Period of Adoption, Adjustment
Class of Warrant or Right [Line Items]
Equity, attributable to parent								$ 832,000						832,000
Cumulative Effect, Period of Adoption, Adjustment \| Accumulated Deficit
Class of Warrant or Right [Line Items]
Equity, attributable to parent														832,000
Accounting Standards Update 2016-02
Class of Warrant or Right [Line Items]
Operating lease right-of-use assets													$ 14,100,000
Operating lease liabilities													$ 14,100,000
Accounting Standards Update 2016-02 \| Cumulative Effect, Period of Adoption, Adjustment \| Accumulated Deficit
Class of Warrant or Right [Line Items]
Equity, attributable to parent														$ 800,000
Cibus Global
Class of Warrant or Right [Line Items]
Ownership percentage (as a percent)	78.30%						78.30%
Measurement Input, Long-Term Revenue Growth Rate
Class of Warrant or Right [Line Items]
Goodwill, measurement input (as a percent)	3.00%						3.00%
At-The-Market Offering
Class of Warrant or Right [Line Items]
Number of shares issued in transaction (in shares) \| shares							0	40,000
Net proceeds on issuance of common stock								$ 100,000
Subsequent Event \| At-The-Market Offering
Class of Warrant or Right [Line Items]
Aggregate initial offering price, maximum									$ 80,000,000
Number of shares issued in transaction (in shares) \| shares					356,477
Net proceeds on issuance of common stock					$ 6,200,000
Employee Severance
Class of Warrant or Right [Line Items]
Number of full time employees \| employee		185								242
Restructuring charges		$ 500,000
Cibus Global
Class of Warrant or Right [Line Items]
Number of shares of Common Stock received by Cibus Global, LLC equityholders as merger consideration (in shares) \| shares			20,150,838
Common Warrants
Class of Warrant or Right [Line Items]
Deferred financing costs related to common warrants						$ 400,000
Exercise price of warrants (in dollars per share) \| $ / shares												$ 69.04
Number of securities called by each warrant (in shares) \| shares												1
Pre-Funded Warrants
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share) \| $ / shares												$ 0.0001
Number of securities called by each warrant (in shares) \| shares												1
Minimum
Class of Warrant or Right [Line Items]
Land, buildings, and equipment useful Life	3 years						3 years
Minimum \| Measurement Input, Discount Rate
Class of Warrant or Right [Line Items]
Goodwill, measurement input (as a percent)	29.00%						29.00%
Maximum
Class of Warrant or Right [Line Items]
Land, buildings, and equipment useful Life	20 years						20 years
Maximum \| Measurement Input, Discount Rate
Class of Warrant or Right [Line Items]
Goodwill, measurement input (as a percent)	32.00%						32.00%
Calyxt, Inc.
Class of Warrant or Right [Line Items]
Common stock, par value (in dollars per share) \| $ / shares											$ 0.0001
Common stock issued and outstanding, ownership percentage			4.80%
Reverse stock split conversion ratio				0.1
Cibus Global
Class of Warrant or Right [Line Items]
Common stock issued and outstanding, ownership percentage			95.20%
Class A Common Stock
Class of Warrant or Right [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001				$ 0.0001	$ 0.0001
Stock issued during period for acquisitions (in shares) \| shares			16,527,484
Common stock, shares authorized (in shares) \| shares	210,000,000		210,000,000				210,000,000	275,000,000
Class A Common Stock \| Cibus Global
Class of Warrant or Right [Line Items]
Number of shares of Common Stock received by Cibus Global, LLC equityholders as merger consideration (in shares) \| shares			15,508,202
Class B Common Stock
Class of Warrant or Right [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001				$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares) \| shares	90,000,000		90,000,000				90,000,000	0
Class B Common Stock \| Cibus Global
Class of Warrant or Right [Line Items]
Number of shares of Common Stock received by Cibus Global, LLC equityholders as merger consideration (in shares) \| shares			4,642,636
Restricted Common Class A
Class of Warrant or Right [Line Items]
Stock issued during period for acquisitions (in shares) \| shares			1,019,282

STOCK-BASED COMPENSATION - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation (benefit) expense	$ 16,092	$ 3,998
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation (benefit) expense	1,847	2,031
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation (benefit) expense	11,497	0
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation (benefit) expense	3,018	1,318
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation (benefit) expense	$ (270)	$ 649

- 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.

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-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

INTERIM FUNDING (Details) - USD ($)	3 Months Ended
INTERIM FUNDING (Details) - USD ($)	May 30, 2023	Dec. 31, 2023	May 31, 2023	Mar. 15, 2023
Line of Credit Facility [Line Items]
Outstanding debt balance		$ 1,369,000
Cibus Global \| Revolving Credit Facility \| Interim Funding Agreement \| Unsecured Debt \| Affiliated Entity
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 Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Finance lease costs	$ 117	$ 75
Operating lease costs	4,511	1,548
Total	$ 4,628	$ 1,623

RELATED-PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2023

RELATED-PARTY TRANSACTIONS

ROYALTY LIABILITY - RELATED PARTIES

On December 31, 2014, Cibus Global entered into a Warrant Transfer and Exchange Agreement (Warrant Exchange Agreement) and a related Intellectual Property Security Agreement (IP Security Agreement), pursuant to which certain investors, including certain directors

of the Company and entities affiliated with directors of the Company (collectively, Royalty Holders), exchanged warrants issued by Cibus Global in previous financing transactions, for the right to receive future royalty payments (Royalty Payments). The Warrant Exchange Agreement and IP Security Agreement remain in place following the Company’s acquisition of Cibus Global in the Merger Transactions.

Under the Warrant Exchange Agreement, the Royalty Holders are entitled to future Royalty Payments equal to 10 percent of specified Subject Revenues (as defined in the Warrant Exchange Agreement) actually collected, attributable to product sales, license fees, sublicense payments, distribution fees, milestones, maintenance payments, royalties, and distributions to the Company, arising from products or technology developed using or based upon intellectual property rights in RTDS or oligonucleotide directed mutagenesis technology applied in plants, biologicals, animals, and humans, as well as improvements related to such products or technology. Subject Revenues exclude revenues attributable to certain Nucelis product lines (certain applications in microorganisms), 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, fair market value payments for Cibus Global capital stock, and revenues attributable to collaboration and research projects. Royalty Payments are contingent because they are based upon the actual cash amounts constituting Subject Revenues that are collected from the Company’s customers.

Royalty Payments will not begin until after the first fiscal quarter in which the aggregate Subject Revenues cash inflow 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. As of December 31, 2023, the amount of aggregated, but unpaid, Royalty Payments is $0.6 million.

The initial term of the Warrant Exchange Agreement is 30 years from the date the first Royalty Payment becomes due and may be extended for an additional 30-year term upon written notice and a $100 payment. Pursuant to the IP Security Agreement, Cibus Global’s payment and performance obligations under the Warrant Exchange Agreement are secured by a security interest in substantially all of Cibus Global’s intellectual property.

The Royalty Liability calculation is based on the Company’s current estimates of future Subject Revenues collected by the Company from customers and, in turn, expected Royalty Payments based on these Subject Revenues to be paid to Royalty Holders over the life of the arrangement based on 10 percent of the actual Subject Revenues collected. The Warrant Exchange Agreement is on a cash basis meaning that all Royalty Payments to Royalty Holders in a given period are based on cash actually collected by the Company for Subject Revenues in that period. The Company recorded the Royalty Liability obligation at fair value as of May 31, 2023, in connection with the acquisition of Cibus Global, LLC. The Company will periodically reassess the estimated future Royalty Payments using internal projections and external sources. Any change in estimated future Royalty Payments, resulting from changes in Cibus’ business model and anticipated Subject Revenues, is recognized prospectively as an adjustment to the effective yield as an increase or decrease to interest expense.

As of December 31, 2023, the Royalty Liability reflected an effective yield of 21.7 percent.

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	18,892
Balance as of December 31, 2023	$	165,252

RELATED-PARTY TRANSACTIONS

Prior to the completion of the Merger Transactions, the Company was party to several agreements that governed its relationship with Cellectis, the Company's largest shareholder prior to the completion of the Merger Transactions, 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 years ended December 31, 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 years ended December 31, 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. Beginning with the three months ended 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
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-Name Accounting Standards Codification
-Section 50
-Paragraph 5
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Paragraph 6
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-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
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-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
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-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Section 50
-Paragraph 6
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
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-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

STOCK-BASED COMPENSATION - Summary of Fair Value of Awards Vested (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of shares vested	$ 5,361	$ 0
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of shares vested	2,126	175
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of shares vested	$ 1,005	$ 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

+ Details

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESNature of Business and Organization

Cibus, Inc. (Cibus or the Company and formerly Calyxt, Inc.) completed the Merger Transactions (as defined below under “—Completion of 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.

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.

On October 18, 2023, Cibus implemented a strategic realignment to align with its primary commercial objective of advancing its late-stage activities.

The strategic realignment resulted in a reduction in workforce in full time employees from 242 full-time employees as of October 17, 2023, to approximately 185 full-time employees. The Company incurred approximately $0.5 million of expenses in connection with the reduction in workforce, primarily related to cash payments for accrued vacation and severance payments.

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 (Calyxt, Inc. prior to the Merger Transactions); 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.

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 equityholders, as consideration in the Merger Transactions, pursuant to the terms of the Merger Agreement. Upon closing, Legacy Calyxt stockholders held approximately 4.8 percent of the issued and outstanding common stock of the Company and legacy holders of membership units of Cibus Global (including profits interest units and warrants) held approximately 95.2 percent of the issued and outstanding common stock of the Company.

The primary purpose of the merger was to bring together the technology platforms and facilities of two pioneering companies to create a leading agricultural technology company for the development of productivity traits and to consolidated significant patented plant agricultural gene editing technology.

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 these financial statements 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 December 31, 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	21,240,379	3,142,636	24,383,015
Outstanding	20,567,656	3,142,636	23,710,292

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 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 $337.6 million and cash used for operating activities was $46.2 million for the year ended December 31, 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 December 31, 2023, the Company had $32.7 million of cash and cash equivalents and $21.3 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.

On January 2, 2024, the Company entered into a Sales Agreement (Sales Agreement) with Stifel, Nicolaus & Company, Incorporated (Stifel). Pursuant to the terms of the Sales Agreement, the Company may offer and sell through Stifel, from time-to-time and at its sole discretion, shares of the Company’s Class A Common Stock, having an aggregate offering price of up to $80.0 million (ATM Facility). As of March 20, 2024, the Company has issued approximately 356,477 shares of Class A Common Stock and has received net proceeds of approximately $6.2 million from the ATM Facility.

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.

Management will need to raise additional capital to support its business plans to continue as a going concern within one year after the date that these financial statements are issued. Although the Company has implemented a strategic realignment, which has included headcount reductions, and has initiated cost reduction initiatives designed to preserve capital resources, if the Company is unable to raise additional capital in a sufficient amount or on acceptable terms, the Company may have to implement additional, more stringent cost reduction measures to manage liquidity, and the Company may have to significantly delay, scale back, or cease operations, in part or in full. If the Company raises additional funds through the issuance of additional debt or equity securities, including as part of a strategic alternative, it could result in substantial dilution to its existing stockholders and increased fixed payment obligations, and these securities may have rights senior to those of the Company’s shares of common stock. These factors raise substantial doubt about the Company's

ability to continue as a going concern for at least one year from the date of issuance of these financial statements. Any of these events could significantly impact the Company’s business, financial condition, and prospects.

Basis of Presentation

Cibus, Inc. has prepared its consolidated financial statements in accordance with accounting principles generally accepted in the United States (U.S. GAAP or GAAP) and has included the accounts of Cibus, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

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 December 31, 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 is 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 December 31, 2023, and 2022.

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.

Impairment of Long-Lived Assets and Finite-Lived Intangible Assets

The Company evaluates long-lived assets and finite-lived intangible assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. The Company reviews the recoverability of the net book value of long-lived assets and finite-lived intangible assets whenever events and circumstances indicate that the net book value of an asset may not be recoverable from the estimated undiscounted future cash flows expected to result from its use and eventual disposition (Triggering Event). In cases where a Triggering Event occurs and undiscounted expected future cash flows are less than the net book value, the Company recognizes an impairment loss equal to an amount by which the net book value exceeds the fair value of the asset. During the fourth quarter of 2023, the Company experienced a Triggering Event and assessed its long-lived assets and finite-lived intangible assets for impairment, however, the assets net book values did not exceed their fair values based on expected undiscounted future cash flows and no impairment loss was recognized. The Company has not recognized any impairment losses related to long-lived assets or finite-lived intangible assets for the years ended December 31, 2023, and 2022.

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 evaluates the carrying value of goodwill for impairment annually as of November 1 each year. 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 indefinite-lived intangible assets and developed technology and trade names finite-lived intangible assets are related to the Merger Transactions. Acquired finite-lived 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 assets. In-process R&D indefinite-lived intangible assets are not amortized until they are determined to be ready for their intended use. The acquired in-process R&D indefinite-lived intangible assets will be tested for impairment annually, or more frequently, if an impairment indicator is identified. The Company evaluates the carrying value of indefinite-lived intangible assets for impairment annually as of November 1 each year.

The Company began its annual impairment test by performing the step zero qualitative assessment. Based on its assessment of qualitative factors, including a decline in the Company's stock price and its strategic realignment announced in the fourth quarter of 2023, the Company concluded it was more likely than not that the carrying values of its reporting unit and in-process R&D indefinite-lived intangible assets exceeded their fair values. The Company performed a quantitative analysis and concluded that the carrying values of its in-process R&D indefinite-lived intangible assets and its reporting unit both exceeded their fair values. Management makes critical assumptions and estimates in completing impairment assessments of goodwill and indefinite-lived intangible assets. The Company utilized the discounted cash flow method to calculate the fair value for its goodwill and the multi-period excess earnings method to calculate the fair value of its indefinite-lived intangible assets. The Company's cash flow projections look several years into the future and include assumptions on variables such as future royalties and operating margins, economic conditions, probability of success, market competition, inflation, and discount rates. The Company utilized its most recent cash flow projections based upon its strategic realignment announced in the fourth quarter of 2023, including a range of outcomes, along with a long-term growth rate of 3 percent and a range of discount rates between 29 percent and 32 percent. The Company determined its goodwill and in-process R&D indefinite-lived intangible assets were impaired by $150.4 million and $99.0 million, respectively, for the year ended December 31, 2023, which was recorded in the accompanying consolidated statements of operations.

Leases

The Company adopted the Accounting Standard Update (ASU) No. 2016-02, Leases (Topic 842) as of January 1, 2022, using the transition method which does not require revisions to comparative periods. Upon adoption, the Company recorded operating lease assets and liabilities of $14.1 million within its consolidated balance sheet as of January 1, 2022. Adoption had no impact on the Company’s consolidated statements of operations or cash flows. The $0.8 million cumulative effect of the adoption of Topic 842 was recorded to stockholders’ equity. See Note 10 for further information regarding the Company’s 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 R&D 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 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. 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 Assets and Liabilities

Contract assets primarily include amounts related to contractual rights to consideration for completed performance not yet invoiced. The Company recognized $0.2 million in contract assets as of December 31, 2023, which are included in prepaid expenses and other current assets in the accompanying consolidated balance sheets. There were no contract assets as of December 31, 2022.

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	(1,817)
Consideration received	1,734
Balance as of December 31, 2023	$	1,210

For the year ended December 31, 2023, all of the deferred revenue balance as of December 31, 2022, was 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.

For the year ended December 31, 2023, the Company recognized, during the second quarter of 2023, $0.4 million of deferred financing costs related to the liability classified 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

The royalty liability - related parties (Royalty Liability) calculation is based on the Company’s current estimates of future Subject Revenues (as defined in Note 11) collected by the Company from customers and, in turn, expected Royalty Payments (as defined in Note 11) based on these Subject Revenues to be paid to Royalty Holders (as defined in Note 11) over the life of the arrangement based on 10 percent of the actual Subject Revenues collected. The Warrant Exchange Agreement (as defined in Note 11) is on a cash basis meaning that all Royalty Payments to Royalty Holders in a given period are based on cash actually collected by the Company for Subject Revenues in that period. The Company will periodically reassess the estimated future Royalty Payments using internal projections and external sources. If the amount or timing of these payments significantly deviates from the original estimates, an adjustment will be recorded prospectively as an increase or decrease to interest expense. Fluctuations in the Royalty Liability balance, resulting from changes in Cibus' business model and anticipated Subject Revenues, may cause fluctuations in the Company’s earnings.

Estimates of total future Subject Revenues to be collected from customers are inherently uncertain. Such estimates are impacted by management’s estimate of the number of total acres for various geographies on which seeds with each Cibus trait will be planted, which is based on industry sources or references regarding the need for a specific trait in specific crops and geographies, taking into account assumptions about competition, trait relevance, switching costs and adoption timeframes, and various other factors. Such estimates are also impacted by management’s assumptions regarding the potential per acre fees that the Company may receive in respect of applicable traits, taking into account available market information regarding competitors’ current trait fees as well as assumptions regarding competition, trait relevance and trait value in specific geographies and potential savings to farmers, switching costs, and various other factors.

See Note 11 for further details.

Stock-Based Compensation

The valuation of stock options is a critical accounting estimate that requires the use of judgments and assumptions that are likely to have a material impact on the Company’s consolidated financial statements. The Company generally measures the fair value of employee and nonemployee stock-based awards on their grant date and records compensation expense on a straight-line basis over the related service period of the award, which is generally the vesting period. 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 generally measures compensation expense for grants of restricted stock units and restricted stock awards using the Company’s share price on the date of grant. The Company may use a Monte Carlo simulation pricing model when estimating the fair values of PSUs, which requires the Company to make predictive assumptions. The Company estimates fair values and accounts for employee and nonemployee awards in a similar manner.

Due to the Company’s limited history, it does not always have sufficient historical stock option activity to make predictive assumptions based solely on its stock or stock option activity for the Black-Scholes option pricing model. As a result, the Company may need to use data from other comparable public companies or alternative calculation methods as allowed by GAAP.

The Company estimates its future stock price volatility using a weighted average historical volatility which takes into consideration the Company's historical volatility and historical volatility from a group of guideline companies, over the expected term of the option. The group of comparable public companies is determined by management on an annual basis. When selecting a comparable company, management considers relevant factors including industry and strategy, size, maturity, and financial leverage. The comparable companies used by management to calculate expected volatility may change from year-to-year because of changes in those factors and because a new comparable company may become publicly traded.

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 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.

Due to the limited historical experience of the Company’s stock awards program, it has elected to account for forfeitures of awards as they occur. If an award is forfeited prior to vesting, the associated reduction in expense is reflected net in stock-based compensation expense in that period. Stock-based compensation expense is recorded in R&D and SG&A expenses in the Company’s consolidated statements of operations.

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 the Common Warrants to purchase Class A Common Stock and foreign exchange transactions.

Income Taxes

The Company is the sole managing member of Cibus Global and, as a result, consolidates the financial results of Cibus Global in the consolidated financial statements. Cibus Global is a pass-through entity for United States federal and most applicable state and local income tax purposes following the Merger Transactions. As an entity classified as a partnership for tax purposes, Cibus Global is not subject to United States federal and certain state and local income taxes. Any taxable income or loss generated by Cibus Global is passed through to, and included in, the taxable income or loss of its holders of Cibus Common Units, including Cibus. The Company is taxed as a corporation and pays corporate federal, state, and local taxes with respect to income allocated from Cibus Global, based on the Company's 78.3 percent economic interest in Cibus Global.

Current income taxes are recorded based on statutory obligations for the current operating period for the jurisdictions in which the Company has operations.

Deferred taxes are provided on an asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when the Company believes it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net Loss Per Share of Class A Common Stock

Weighted average shares of Class A Common Stock outstanding excludes unvested Class A Common Stock, which will be treated as outstanding for financial statement presentation purposes only after such awards have vested and, therefore, have ceased to be subject to a risk of forfeiture. Accordingly, unvested shares of Class A Restricted Stock are excluded from the calculation of net loss per share of Class A Common Stock.

The 2023 Pre-Funded Warrants, defined below in Note 7, remain outstanding and exercisable, subject to an ownership limitation, as of December 31, 2023. The weighted average shares of Class A Common Stock outstanding includes the shares issuable upon exercise of the 2023 Pre-Funded Warrants and are included in the determination of the Company’s basic and diluted net loss per share of Class A Common Stock.

For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the common stock equivalent securities would be 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 December 31,
	2023	2022
Stock options outstanding	109,521	116,860
Unvested restricted stock units	147,222	24,575
Unvested performance stock units	—	22,600
Unvested restricted stock awards	640,060	—
Common Warrants	158,483	158,483
Total	1,055,286	322,518

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 (2022 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 2022 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.

See Note 7 below paragraph titled "December 2023 Follow-On Offering" for a detailed discussion on pre-funded warrants issued in December 2023. These pre-funded warrants remain outstanding and exercisable, subject to an ownership limitation also described below, as of December 31, 2023. These pre-funded warrants are considered equity instruments and are reported in stockholders’ equity in the Company’s consolidated balance sheets, and the shares issuable upon exercise are included in the determination of the Company’s net loss per share of Class A Common Stock.

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 December 31, 2023, the Company recognized $0.2 million related to the employee retention credit, and it does not expect to receive any further credits.

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 Financial Accounting Standards Board (FASB) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective are not expected to have a material impact on the Company’s financial position, results of operations, or cash flows upon adoption.

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. The Company applied ASU No. 2021-08 to the Merger Transactions.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.

STOCK-BASED COMPENSATION - Schedule of Nonvested Shares Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Restricted Stock
Restricted Stock Awards/Units
Unvested beginning balance (in shares)	0
Granted (in shares)	1,019,282	0
Vested (in shares)	(349,907)
Forfeited (in shares)	(29,315)
Unvested ending balance (in shares)	640,060	0
Weighted Average Grant Date Fair Value
Unvested beginning balance (in dollars per share)	$ 0
Granted (in dollars per share)	31.50
Vested (in dollars per share)	31.50
Forfeited (in dollars per share)	31.50
Unvested ending balance (in dollars per share)	$ 31.50	$ 0
Restricted Stock Units
Restricted Stock Awards/Units
Unvested beginning balance (in shares)	24,575
Granted (in shares)	272,885
Vested (in shares)	(96,734)
Forfeited (in shares)	(53,504)
Unvested ending balance (in shares)	147,222	24,575
Weighted Average Grant Date Fair Value
Unvested beginning balance (in dollars per share)	$ 99.36
Granted (in dollars per share)	19.02	$ 62.87
Vested (in dollars per share)	38.29
Forfeited (in dollars per share)	23.29
Unvested ending balance (in dollars per share)	$ 18.21	$ 99.36

ROYALTY LIABILITY - RELATED PARTIES (Tables)

12 Months Ended

Dec. 31, 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	18,892
Balance as of December 31, 2023	$	165,252

ROYALTY LIABILITY - RELATED PARTIES - Narrative (Details)	12 Months Ended
	Dec. 31, 2023 USD ($)
Related Party Transaction [Line Items]
Unpaid royalty payments	$ 600,000
Management \| 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
Management \| Measurement Input, Discount Rate
Related Party Transaction [Line Items]
Royalty liability, measurement input	0.217

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK - Summary of Fair Value of the Common Warrants (Details)	Dec. 31, 2023 yr	Dec. 31, 2022 yr
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Estimated fair value of Common Warrants per share	8.95	1.87
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions:	0.039	0.040
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions:	1.007	0.850
Expected term to liquidation (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions:	3.6	4.6

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	1,055,286	322,518
Stock options outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	109,521	116,860
Unvested restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	147,222	24,575
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)	640,060	0
Common Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	158,483	158,483

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK - Summary of Common Warrants Activity (Details) - Common Warrants $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Warrant activity, Fair Value [Roll Forward]
Balance as of December 31, 2022	$ 291
Change in fair value	1,127
Balance as of December 31, 2023	$ 1,418

COLLABORATION AGREEMENT	12 Months Ended
COLLABORATION AGREEMENT	Dec. 31, 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 December 31, 2023, the Company had $1.2 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 year ended December 31, 2023, the Company recognized $1.2 million in revenue in the consolidated statements of operations.

INCOME TAXES - Summary of Income Tax Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Current:
Federal	$ 0	$ 0
State	0	0
Foreign	4	0
Total current	4	0
Deferred:
Federal	0
State	0
Foreign	0
Total deferred	0	0
Total income tax benefit (expense)	$ 4	$ 0

NOTES PAYABLE - Narrative (Details) - Notes Payable	12 Months Ended
NOTES PAYABLE - Narrative (Details) - Notes Payable	Dec. 31, 2023
Annual Licenses
Debt Instrument [Line Items]
Debt instrument, term	1 year
Debt instrument, interest rate	10.90%
Financed Equipment
Debt Instrument [Line Items]
Debt instrument, weighted average remaining term	2 years 8 months 12 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	3 months 18 days
Insurance \| Minimum
Debt Instrument [Line Items]
Debt instrument, interest rate	2.20%
Insurance \| Maximum
Debt Instrument [Line Items]
Debt instrument, interest rate	7.50%

CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Class A Common Stock	Class B Common Stock	At-The-Market Offering	Follow-on Public Offering	Cumulative Effect, Period of Adoption, Adjustment	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Common Stock At-The-Market Offering Class A Common Stock	Common Stock Follow-on Public Offering Class A Common Stock	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 Income
Beginning balance at Dec. 31, 2021	$ 0
Increase (Decrease) in Temporary Equity [Roll Forward]
Net loss	0
Ending balance at Dec. 31, 2022	0
Beginning balance (in shares) at Dec. 31, 2021							775,480	0
Beginning balance at Dec. 31, 2021	14,132					$ 832	$ 4	$ 0			$ 211,263			$ (1,043)	$ (196,092)	$ 832	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(16,891)														(16,891)
Stock-based compensation	3,998										3,998
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units (in shares)							6,099
Issuance of common stock (in shares)									40,129	77,600
Issuance of common stock				$ 111	$ 5,051					$ 1		$ 111	$ 5,050
Issuance of class A common stock upon exercise of per-funded warrants (in shares)							77,600
Ending balance (in shares) at Dec. 31, 2022		976,908	0				976,908	0
Ending balance at Dec. 31, 2022	7,233					$ 832	$ 5	$ 0			220,422			(1,043)	(212,151)		0
Increase (Decrease) in Temporary Equity [Roll Forward]
Net loss	(70,012)
Redeemable noncontrolling interest resulting from merger with Cibus Global, LLC	138,685
Change in value of redeemable noncontrolling interest	(23,851)
Foreign currency translation adjustments	2
Ending balance at Dec. 31, 2023	44,824
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(267,627)														(267,627)
Stock-based compensation	16,092										16,092
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)							508,486
Issuance of common stock (in shares)										2,106,723
Issuance of common stock					$ 18,589								$ 18,589
Shares withheld for net share settlement (in shares)							(32,663)
Shares withheld for net share settlement														(742)
Redeemable noncontrolling interest resulting from merger with Cibus Global, LLC	(138,685)										(138,685)
Change in value of redeemable noncontrolling interest (in shares)							1,500,000	(1,500,000)
Change in value of redeemable noncontrolling interest	23,851										23,851
Foreign currency translation adjustments	$ 8																8
Ending balance (in shares) at Dec. 31, 2023	23,710,292	20,567,656	3,142,636				20,567,656	3,142,636
Ending balance at Dec. 31, 2023	$ 293,470						$ 8	$ 0			$ 775,017			$ (1,785)	$ (479,778)		$ 8

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Deferred Revenue Activity (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Contract with Customer, Liability [Roll Forward]
Beginning balance	$ 107
Acquired from merger with Cibus Global, LLC	1,186
Consideration earned	(1,817)
Consideration received	1,734
Ending balance	$ 1,210

INCOME TAXES - Schedule of Components of the Loss Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
United States loss before income taxes	$ (225,222)	$ (16,891)
Foreign loss before income taxes	(112,421)	0
Loss before income taxes	$ (337,643)	$ (16,891)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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+ Details

GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Goodwill [Roll Forward]
Balance as of December 31, 2022	$ 0
Acquired from merger with Cibus Global, LLC	585,266
Impairment	(150,368)
Balance as of December 31, 2023	$ 434,898

- 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

STOCK-BASED COMPENSATION - Share-Based Payment Arrangement, Performance Shares, Outstanding Activity (Details) - Performance Stock Units - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Performance Stock Units
Unvested beginning balance (in shares)	22,600
Issued (in shares)	24,800
Forfeited (in shares)	(9,333)
Vested (in shares)	(38,067)
Unvested ending balance (in shares)	0	22,600
Weighted Average Grant Date Fair Value
Unvested beginning balance (in dollars per share)	$ 81.73
Issued (in dollars per share)	25.65	$ 63.50
Forfeited (in dollars per share)	95.80
Vested (in dollars per share)	31.82
Unvested ending balance (in dollars per share)	$ 0	$ 81.73

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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-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 64: http://www.xbrl.org/2003/role/disclosureRef
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-Section 65
-Paragraph 1
-Subparagraph (c)
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-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 65: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

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 68: http://www.xbrl.org/2003/role/disclosureRef
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Reference 69: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 70: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (a)
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Reference 71: http://www.xbrl.org/2003/role/disclosureRef
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-Section 65
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481925/310-20-65-2

Reference 72: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

+ Details

PROPERTY, PLANT, AND EQUIPMENT, NET - Narrative (Details)	Dec. 31, 2023
Risk Free Interest Rate
Property, Plant and Equipment [Line Items]
Asset retirement obligation, measurement input	0.056
Inflation Rate
Property, Plant and Equipment [Line Items]
Asset retirement obligation, measurement input	0.05

MERGER WITH CIBUS GLOBAL

12 Months Ended

Dec. 31, 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), each 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 May 31, 2023, (the closing date of the Merger Transactions) the Common Unit holders of the redeemable noncontrolling interest owned approximately 22 percent of Cibus Global. As of December 31, 2023, the Common Unit holders of the redeemable noncontrolling interest owned approximately 13 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. The purchase price allocation is preliminary and subject to change, including upon completion of the Company's analysis on the deferred tax impact of the acquisition, including the Section 382 analyses, §704(b) and §704(c) tax capital account allocations, and the impact of the merger of certain blocker entities with and into Cibus, Inc. in connection with the Merger Transactions.

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 intangible assets and the Royalty Liability. Evaluations included numerous inputs, including forecasted cash flows that incorporate the specific attributes of each asset. 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 amortization period and method of amortization for each finite-lived intangible asset.

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	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 average useful lives, were as follows:


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

The weighted average amortization period for the Company's finite-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 year ended December 31, 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 year ended December 31, 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, from the date of acquisition and include $1.8 million in revenue, $252.7 million in net loss attributable to controlling interest, and $70.0 million in net loss attributable to redeemable noncontrolling interest, for the year ended December 31, 2023.

These unaudited pro forma 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 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.


	Year Ended December 31,
Unaudited and in Thousands		2023		2022
Pro forma revenues		$	2,257	$	1,267
Pro forma net loss		(365,682)		(82,063)
Pro forma net loss attributable to controlling interest		(287,969)		(69,869)
Pro forma net loss attributable to redeemable noncontrolling interest		$	(77,713)	$	(12,194)

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 December 31, 2023, 1,500,000 Up-C Units have been exchanged by Electing Members for shares of Class A Common Stock. As of December 31, 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 has been recorded as of December 31, 2023.

GOODWILL AND INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Goodwill

The following table presents the changes in goodwill during the year ended December 31, 2023.


In Thousands	Goodwill
Balance as of December 31, 2022	$	—
Acquired from merger with Cibus Global, LLC	585,266
Impairment	(150,368)
Balance as of December 31, 2023	$	434,898

Schedule of Finite-Lived Intangible Assets

Intangible assets as of December 31, 2023, were as follows:


In Thousands	Gross Carrying Amount		Accumulated Amortization		Intangible Assets, Net
Developed technology	$	14,148	$	413	$	13,735
Trade name	22,230		648		21,582
Other	150		56		94
Total	$	36,528	$	1,117	$	35,411

Schedule of Indefinite-Lived Intangible Assets

Intangible assets as of December 31, 2023, were as follows:


In Thousands	Gross Carrying Amount		Accumulated Amortization		Intangible Assets, Net
Developed technology	$	14,148	$	413	$	13,735
Trade name	22,230		648		21,582
Other	150		56		94
Total	$	36,528	$	1,117	$	35,411

Finite-Lived Intangible Assets Amortization Expense

Total amortization expense is as follows:


	Year Ended December 31,
In Thousands		2023		2022
Amortization expense		$	1,125	$	21

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

As of December 31, 2023, amortization expense for each of the next five years is estimated as follows:


In Thousands	Amortization Expense

2024	$	1,833
2025	$	1,833
2026	$	1,833
2027	$	1,833
2028	$	1,833

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: 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 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-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 6: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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-Paragraph 1
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Section 50
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-Subparagraph (e)
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-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/2009/role/commonPracticeRef
-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

MERGER WITH CIBUS GLOBAL (Tables)

12 Months Ended

Dec. 31, 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	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 average useful lives, were as follows:


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

Schedule of Indefinite-Lived Intangible Assets Acquired in Merger Transaction

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


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

Business Acquisition, Pro Forma Information

These unaudited pro forma 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 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.


	Year Ended December 31,
Unaudited and in Thousands		2023		2022
Pro forma revenues		$	2,257	$	1,267
Pro forma net loss		(365,682)		(82,063)
Pro forma net loss attributable to controlling interest		(287,969)		(69,869)
Pro forma net loss attributable to redeemable noncontrolling interest		$	(77,713)	$	(12,194)

MERGER WITH CIBUS GLOBAL - Narrative (Details) $ in Millions			12 Months Ended
	Dec. 31, 2023	May 31, 2023 USD ($) shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 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%
Number of securities called by each warrant (in shares) \| shares			1,500,000
Variable Interest Entity, Primary Beneficiary
Business Acquisition [Line Items]
Variable interest entity, ownership percentage	13.00%	22.00%
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		$ 8.2		$ 0.4
Legal and professional fees			$ 3.5
Severance costs			1.9
Revenue of acquiree since acquisition date			1.8
Loss of acquiree since acquisition date, attributable to controlling interest			(252.7)
Loss of acquiree since acquisition date, attributable to noncontrolling interest			(70.0)
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
Cibus Global \| Class B Common Stock
Business Acquisition [Line Items]
Number of common stock shares included in Up-C units (in shares) \| shares		1

PROPERTY, PLANT, AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

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


		As of December 31,
In Thousands, except useful life	Useful Life (Years)	2023		2022
Property, plant, and equipment, net:
Buildings	10 - 20	$	900	$	900
Leasehold improvements	shorter of lease term or - 15	3,912		364
Office furniture and equipment	5 - 10	15,102		7,803
Office furniture and equipment under financing leases	3 - 7	373		414
Computer equipment and software	3 - 5	3,761		912
Assets in progress	N/A	704		—
Total property, plant, and equipment		24,752		10,393
Less accumulated depreciation and amortization		(8,977)		(5,877)
Total		$	15,775	$	4,516

Depreciation and amortization expense is as follows:


	Year Ended December 31,
In Thousands		2023		2022
Depreciation and amortization expense		$	3,568	$	1,441

Schedule of Change in Asset Retirement Obligation

The following table presents the changes in the ARO during the year ended December 31, 2023.


In Thousands	Asset Retirement Obligations
Balance as of December 31, 2022	$	—
Acquired from merger with Cibus Global, LLC	264
Obligations incurred	—
Accretion expense	9
Balance as of December 31, 2023	$	273

STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 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, the Company's largest shareholder prior to the completion of the Merger Transactions.

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, restricted stock units (RSUs), performance stock units (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 December 31, 2023, 2,003,809 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:


	Year Ended December 31,
	2023		2022
Estimated fair values of stock options granted	$	—	$	42.83
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 a weighted average historical volatility which takes into consideration the Company's historical volatility and historical volatility from a group of guideline 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, which was recognized during the year ended December 31, 2023. The incremental stock compensation expense related to 12 grantees and approximately 33,000 shares, giving effect to the Reverse Stock Splits.

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	42,333	156.25		—	—
Exercised	—	—		—	—
Forfeited	(1,530)	441.63		(7,339)	371.04
Balance as of December 31, 2023	108,781	$	365.07	109,521	$	367.35

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


	Year Ended December 31,
In Thousands		2023		2022
Stock-based compensation expense		$	1,847	$	2,031

As of December 31, 2023, both options outstanding and options exercisable had nominal aggregate intrinsic value and a weighted average remaining contractual term of 3.8 years.

As of December 31, 2023, unrecognized compensation expense related to non-vested stock options was $0.1 million which has a weighted average remaining recognition period of 0.8 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 RSAs 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	(349,907)	31.50
Forfeited	(29,315)	31.50
Unvested balance as of December 31, 2023	640,060	$	31.50

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


	Year Ended December 31,
In Thousands		2023		2022
Fair value of shares vested		$	5,361	$	—

The weighted average grant date fair value of RSAs granted during the year ended December 31, 2023, was $31.50. There were no RSAs granted during the year ended December 31, 2022.

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


	Year Ended December 31,
In Thousands		2023		2022
Stock-based compensation expense		$	11,497	$	—

As of December 31, 2023, unrecognized compensation expense related to RSAs was $19.7 million which has a weighted average remaining recognition period of 2.4 years.

Restricted Stock Units

The Company grants RSUs which generally vest over three to five years after the date of grant. Upon vesting, the RSUs are settled as shares of Class A Common Stock.

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	272,885	19.02
Vested	(96,734)	38.29
Forfeited	(53,504)	23.29
Unvested balance as of December 31, 2023	147,222	$	18.21

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


	Year Ended December 31,
In Thousands		2023		2022
Fair value of shares vested		$	2,126	$	175

The weighted average grant date fair value of RSUs granted during the year ended December 31, 2023, and 2022 was $19.02 and $62.87, respectively.

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


	Year Ended December 31,
In Thousands		2023		2022
Stock-based compensation expense		$	3,018	$	1,318

As of December 31, 2023, unrecognized compensation expense related to RSUs was $2.1 million which has a weighted average remaining recognition period of 3.3 years.

The Company accounted for stock-based compensation awards granted to employees of Cellectis as deemed dividends. These awards are fully vested as of December 31, 2022. The Company recorded deemed dividends as follows:


	Year Ended December 31,
In Thousands		2023		2022
Deemed dividends from grants to Cellectis employees		$	—	$	90

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.

Information on performance stock unit activity is as follows:


	Performance Stock Units	Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2022	22,600	$	81.73
Issued	24,800	25.65
Forfeited/canceled	(9,333)	95.80
Vested	(38,067)	31.82
Outstanding as of December 31, 2023	—	$	—

The total fair value of PSUs that vested is as follows:


	Year Ended December 31,
In Thousands		2023		2022
Fair value of shares vested		$	1,005	$	—

The weighted average grant date fair value of PSUs granted during the year ended December 31, 2023, and 2022 was $25.65 and $63.50, respectively.

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


	Year Ended December 31,
In Thousands		2023		2022
Stock-based compensation (benefit) expense		$	(270)	$	649

As of December 31, 2023, there is no unrecognized compensation expense related to PSUs.

GOODWILL AND INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Accumulated Amortization	$ 1,117
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Gross Carrying Amount	36,528
Accumulated Amortization	1,117
Intangible Assets, Net	35,411	$ 158
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	14,148
Accumulated Amortization	413
Intangible Assets, Net	13,735
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Accumulated Amortization	413
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	22,230
Accumulated Amortization	648
Intangible Assets, Net	21,582
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Accumulated Amortization	648
Other
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	150
Accumulated Amortization	56
Intangible Assets, Net	94
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Accumulated Amortization	$ 56

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue:
Total revenue	$ 1,817	$ 157
Operating expenses:
Research and development	42,367	11,553
Selling, general, and administrative	28,914	10,974
Goodwill and intangible assets impairment	249,419	0
Total operating expenses	320,700	22,527
Loss from operations	(318,883)	(22,370)
Royalty liability interest expense - related parties	(18,892)	0
Other interest income (expense), net	527	(87)
Non-operating income (expenses)	(395)	5,566
Loss before income taxes	(337,643)	(16,891)
Income tax benefit (expense)	4	0
Net loss	(337,639)	(16,891)
Net loss attributable to redeemable noncontrolling interest	(70,012)	0
Net loss attributable to Cibus, Inc.	$ (267,627)	$ (16,891)
Basic net loss per share of Class A common stock (in dollars per share)	$ (25.95)	$ (18.36)
Diluted net loss per share of Class A common stock (in dollars per share)	$ (25.95)	$ (18.36)
Weighted average shares of Class A common stock outstanding - basic (in shares)	10,314,554	919,959
Weighted average shares of Class A common stock outstanding - diluted (in shares)	10,314,554	919,959

GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	May 31, 2023	May 30, 2023	Dec. 31, 2022
Goodwill [Line Items]
Goodwill	$ 434,898,000	$ 585,300,000	$ 0	$ 0
Impairment of indefinite-lived intangible assets	99,000,000.0
Intangible assets, net	35,411,000			$ 158,000
Goodwill impairment	$ 150,368,000
Cibus Global
Goodwill [Line Items]
Goodwill, expected tax deductible amount		$ 0

- Definition

+ 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.

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+ Details

LEASES, COMMITMENTS, AND CONTINGENCIES - Supplemental Balance Sheet Information Related to Leases (Details)	Dec. 31, 2023	Dec. 31, 2022
Operating
Weighted average remaining lease term (years)	10 years 7 months 6 days	15 years 3 months 18 days
Weighted average discount rate	7.50%	7.90%
Financing
Weighted average remaining lease term (years)	1 year 3 months 18 days	4 months 24 days
Weighted average discount rate	9.80%	8.10%

EMPLOYEE BENEFIT PLAN (Tables)

12 Months Ended

Dec. 31, 2023

Postemployment Benefits [Abstract]

Summary of Defined Contribution Plan

The employee benefit plan expenses were as follows:


	Year Ended December 31,
In Thousands	2023		2022
Employee benefit plan expenses	$	122	$	259

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of Stock by Class

Share information related to the Company's common stock as of December 31, 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	21,240,379	3,142,636	24,383,015
Outstanding	20,567,656	3,142,636	23,710,292

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	(1,817)
Consideration received	1,734
Balance as of December 31, 2023	$	1,210

Schedule of Antidilutive Securities Excluded from Computation of Loss 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 December 31,
	2023	2022
Stock options outstanding	109,521	116,860
Unvested restricted stock units	147,222	24,575
Unvested performance stock units	—	22,600
Unvested restricted stock awards	640,060	—
Common Warrants	158,483	158,483
Total	1,055,286	322,518

- 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

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 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

CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS' EQUITY (Parenthetical) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)
Statement of Stockholders' Equity [Abstract]
Offering costs	$ 0.5

GOODWILL AND INTANGIBLE ASSETS - Schedule Of Amortization (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 1,125	$ 21

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation Cibus, Inc. has prepared its consolidated financial statements in accordance with accounting principles generally accepted in the United States (U.S. GAAP or GAAP) and has included the accounts of Cibus, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
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 is 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.
Impairment of Long-Lived Assets and Finite-Lived Intangible Assets	Impairment of Long-Lived Assets and Finite-Lived Intangible AssetsThe Company evaluates long-lived assets and finite-lived intangible assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. The Company reviews the recoverability of the net book value of long-lived assets and finite-lived intangible assets whenever events and circumstances indicate that the net book value of an asset may not be recoverable from the estimated undiscounted future cash flows expected to result from its use and eventual disposition (Triggering Event). In cases where a Triggering Event occurs and undiscounted expected future cash flows are less than the net book value, the Company recognizes an impairment loss equal to an amount by which the net book value exceeds the fair value of the asset. During the fourth quarter of 2023, the Company experienced a Triggering Event and assessed its long-lived assets and finite-lived intangible assets for impairment, however, the assets net book values did not exceed their fair values based on expected undiscounted future cash flows and no impairment loss was recognized. The Company has not recognized any impairment losses related to long-lived assets or finite-lived intangible assets for the years ended December 31, 2023, and 2022.
Goodwill and Acquired Intangible Assets	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 evaluates the carrying value of goodwill for impairment annually as of November 1 each year. 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 indefinite-lived intangible assets and developed technology and trade names finite-lived intangible assets are related to the Merger Transactions. Acquired finite-lived 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 assets. In-process R&D indefinite-lived intangible assets are not amortized until they are determined to be ready for their intended use. The acquired in-process R&D indefinite-lived intangible assets will be tested for impairment annually, or more frequently, if an impairment indicator is identified. The Company evaluates the carrying value of indefinite-lived intangible assets for impairment annually as of November 1 each year. The Company began its annual impairment test by performing the step zero qualitative assessment. Based on its assessment of qualitative factors, including a decline in the Company's stock price and its strategic realignment announced in the fourth quarter of 2023, the Company concluded it was more likely than not that the carrying values of its reporting unit and in-process R&D indefinite-lived intangible assets exceeded their fair values. The Company performed a quantitative analysis and concluded that the carrying values of its in-process R&D indefinite-lived intangible assets and its reporting unit both exceeded their fair values. Management makes critical assumptions and estimates in completing impairment assessments of goodwill and indefinite-lived intangible assets. The Company utilized the discounted cash flow method to calculate the fair value for its goodwill and the multi-period excess earnings method to calculate the fair value of its indefinite-lived intangible assets. The Company's cash flow projections look several years into the future and include assumptions on variables such as future royalties and operating margins, economic conditions, probability of success, market competition, inflation, and discount rates. The Company utilized its most recent cash flow projections based upon its strategic realignment announced in the fourth quarter of 2023, including a range of outcomes, along with a long-term growth rate of 3 percent and a range of discount rates between 29 percent and 32 percent.
Leases	Leases The Company adopted the Accounting Standard Update (ASU) No. 2016-02, Leases (Topic 842) as of January 1, 2022, using the transition method which does not require revisions to comparative periods. Upon adoption, the Company recorded operating lease assets and liabilities of $14.1 million within its consolidated balance sheet as of January 1, 2022. Adoption had no impact on the Company’s consolidated statements of operations or cash flows. The $0.8 million cumulative effect of the adoption of Topic 842 was recorded to stockholders’ equity. See Note 10 for further information regarding the Company’s 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 R&D 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 Assets and Liabilities	Revenue Recognition The Company’s revenues represent amounts earned from collaboration agreements related to contract research. The Company recognizes revenues 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 Assets and Liabilities Contract assets primarily include amounts related to contractual rights to consideration for completed performance not yet invoiced. The Company recognized $0.2 million in contract assets as of December 31, 2023, which are included in prepaid expenses and other current assets in the accompanying consolidated balance sheets. There were no contract assets as of December 31, 2022. 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. 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 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.
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 Parties The royalty liability - related parties (Royalty Liability) calculation is based on the Company’s current estimates of future Subject Revenues (as defined in Note 11) collected by the Company from customers and, in turn, expected Royalty Payments (as defined in Note 11) based on these Subject Revenues to be paid to Royalty Holders (as defined in Note 11) over the life of the arrangement based on 10 percent of the actual Subject Revenues collected. The Warrant Exchange Agreement (as defined in Note 11) is on a cash basis meaning that all Royalty Payments to Royalty Holders in a given period are based on cash actually collected by the Company for Subject Revenues in that period. The Company will periodically reassess the estimated future Royalty Payments using internal projections and external sources. If the amount or timing of these payments significantly deviates from the original estimates, an adjustment will be recorded prospectively as an increase or decrease to interest expense. Fluctuations in the Royalty Liability balance, resulting from changes in Cibus' business model and anticipated Subject Revenues, may cause fluctuations in the Company’s earnings. Estimates of total future Subject Revenues to be collected from customers are inherently uncertain. Such estimates are impacted by management’s estimate of the number of total acres for various geographies on which seeds with each Cibus trait will be planted, which is based on industry sources or references regarding the need for a specific trait in specific crops and geographies, taking into account assumptions about competition, trait relevance, switching costs and adoption timeframes, and various other factors. Such estimates are also impacted by management’s assumptions regarding the potential per acre fees that the Company may receive in respect of applicable traits, taking into account available market information regarding competitors’ current trait fees as well as assumptions regarding competition, trait relevance and trait value in specific geographies and potential savings to farmers, switching costs, and various other factors.
Stock-Based Compensation	Stock-Based Compensation The valuation of stock options is a critical accounting estimate that requires the use of judgments and assumptions that are likely to have a material impact on the Company’s consolidated financial statements. The Company generally measures the fair value of employee and nonemployee stock-based awards on their grant date and records compensation expense on a straight-line basis over the related service period of the award, which is generally the vesting period. 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 generally measures compensation expense for grants of restricted stock units and restricted stock awards using the Company’s share price on the date of grant. The Company may use a Monte Carlo simulation pricing model when estimating the fair values of PSUs, which requires the Company to make predictive assumptions. The Company estimates fair values and accounts for employee and nonemployee awards in a similar manner. Due to the Company’s limited history, it does not always have sufficient historical stock option activity to make predictive assumptions based solely on its stock or stock option activity for the Black-Scholes option pricing model. As a result, the Company may need to use data from other comparable public companies or alternative calculation methods as allowed by GAAP. The Company estimates its future stock price volatility using a weighted average historical volatility which takes into consideration the Company's historical volatility and historical volatility from a group of guideline companies, over the expected term of the option. The group of comparable public companies is determined by management on an annual basis. When selecting a comparable company, management considers relevant factors including industry and strategy, size, maturity, and financial leverage. The comparable companies used by management to calculate expected volatility may change from year-to-year because of changes in those factors and because a new comparable company may become publicly traded. 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 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. Due to the limited historical experience of the Company’s stock awards program, it has elected to account for forfeitures of awards as they occur. If an award is forfeited prior to vesting, the associated reduction in expense is reflected net in stock-based compensation expense in that period. Stock-based compensation expense is recorded in R&D and SG&A expenses in the Company’s consolidated statements of operations.
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 the Common Warrants to purchase Class A Common Stock and foreign exchange transactions.
Income Taxes	Income Taxes The Company is the sole managing member of Cibus Global and, as a result, consolidates the financial results of Cibus Global in the consolidated financial statements. Cibus Global is a pass-through entity for United States federal and most applicable state and local income tax purposes following the Merger Transactions. As an entity classified as a partnership for tax purposes, Cibus Global is not subject to United States federal and certain state and local income taxes. Any taxable income or loss generated by Cibus Global is passed through to, and included in, the taxable income or loss of its holders of Cibus Common Units, including Cibus. The Company is taxed as a corporation and pays corporate federal, state, and local taxes with respect to income allocated from Cibus Global, based on the Company's 78.3 percent economic interest in Cibus Global.Current income taxes are recorded based on statutory obligations for the current operating period for the jurisdictions in which the Company has operations. Deferred taxes are provided on an asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when the Company believes it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
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 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. The 2023 Pre-Funded Warrants, defined below in Note 7, remain outstanding and exercisable, subject to an ownership limitation, as of December 31, 2023. The weighted average shares of Class A Common Stock outstanding includes the shares issuable upon exercise of the 2023 Pre-Funded Warrants and are included in the determination of the Company’s basic and diluted net loss per share of Class A Common Stock. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the common stock equivalent securities would be 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 (2022 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 2022 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. See Note 7 below paragraph titled "December 2023 Follow-On Offering" for a detailed discussion on pre-funded warrants issued in December 2023. These pre-funded warrants remain outstanding and exercisable, subject to an ownership limitation also described below, as of December 31, 2023. These pre-funded warrants are considered equity instruments and are reported in stockholders’ equity in the Company’s consolidated balance sheets, and the shares issuable upon exercise are included in the determination of the Company’s net loss per share of Class A Common Stock.
Employee Retention Credit	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.
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 Financial Accounting Standards Board (FASB) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective are not expected to have a material impact on the Company’s financial position, results of operations, or cash flows upon adoption. 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. The Company applied ASU No. 2021-08 to the Merger Transactions. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.

LEASES, COMMITMENTS, AND CONTINGENCIES - Summary of Other Information Related to Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Operating cash flows (operating leases)	$ 3,178	$ 276
Financing cash flows (finance leases)	$ 297	$ 376

SUPPLEMENTAL INFORMATION

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

SUPPLEMENTAL INFORMATION

Certain balance sheet amounts are as follows:


	As of December 31,
In Thousands	2023		2022
Accrued Expenses:
Accrued consulting and professional fees	$	631	$	119
Accrued field trials	505		—
Other	611		54
Total	$	1,747	$	173

Certain statement of operations amounts were as follows:


	Year Ended December 31,
In Thousands		2023		2022
Stock-based compensation expense:
Research and development		$	7,554	$	946
Selling, general, and administrative		8,538		3,052
Total		$	16,092	$	3,998

Supplemental statement of cash flows information is as follows:


	Year Ended December 31,
In Thousands	2023		2022
Interest paid	$	123	$	69

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


	Year Ended December 31,
In Thousands	2023		2022
Receivable from Jefferies for shares issued under ATM facility	$	—	$	(260)
Property, plant, and equipment acquired through assuming liabilities	$	105	$	(691)
Unpaid stock offering costs included in stockholders’ equity	$	167	$	—
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 financing lease right-of-use assets and associated financing lease liabilities	$	324	$	—
Establishment of operating lease right-of-use assets and associated operating lease liabilities	$	1,634	$	14,090

ROYALTY LIABILITY - RELATED PARTIES

12 Months Ended

Dec. 31, 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	18,892
Balance as of December 31, 2023	$	165,252

RELATED-PARTY TRANSACTIONS

- Definition

+ References

+ Details

LEASES, COMMITMENTS, AND CONTINGENCIES - Summary of Future Minimum Rental Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Operating
2024	$ 7,134
2025	4,797
2026	1,993
2027	1,920
2028	1,863
Thereafter	15,438
Operating lease, liability, to be paid	33,145
Less: interest	(10,193)
Total	22,952
Current portion	5,927	$ 367
Noncurrent portion	17,025	13,447
Financing
2024	210
2025	120
2026	0
2027	0
2028	0
Thereafter	0
Finance lease, liability, to be paid	330
Less: interest	(30)
Total	300
Current portion	187	97
Noncurrent portion	113	$ 0
Total
2024	7,344
2025	4,917
2026	1,993
2027	1,920
2028	1,863
Thereafter	15,438
Operating and finance lease, liability, to be paid	33,475
Less: interest	(10,223)
Total	23,252
Current portion	6,114
Noncurrent portion	$ 17,138

STOCK-BASED COMPENSATION - Summary of Fair Values of Stock Options Granted and Assumptions used in Black-Scholes Model (Details) - Stock Options - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Estimated fair values of stock options granted (USD per share)	$ 0	$ 42.83
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

STOCKHOLDERS' EQUITY - Preferred Stock (Details) - $ / shares	Dec. 31, 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

STOCK-BASED COMPENSATION - Summary of Stock-Based Compensation Granted as Deemed Dividends (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Deemed Dividends \| Related Party
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Deemed dividends from grants to Cellectis employees	$ 0	$ 90

- 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

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
Class A Common Stock
Stockholders Equity [Line Items]
Stock issued during period for acquisitions (in shares)	16,527,484
Class A Common Stock \| 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
Class B Common Stock \| 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

SUPPLEMENTAL INFORMATION - Supplemental Cash Flows Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Condensed Cash Flow Statements, Captions [Line Items]
Interest paid	$ 123	$ 69
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	105	(691)
Unpaid stock offering costs included in stockholders’ equity	167	0
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	293,470	7,233	$ 14,132
Establishment of financing lease right-of-use assets and associated financing lease liabilities	324	0
Establishment of operating lease right-of-use assets and associated operating lease liabilities	$ 1,634	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

COVER PAGE - USD ($)	12 Months Ended
COVER PAGE - USD ($)	Dec. 31, 2023	Mar. 20, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction	false
Entity Shell Company	false
Entity Public Float			$ 131,285,028
Documents Incorporated by Reference	The information required by Part III of this Annual Report on Form 10-K, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the registrant’s Annual Meeting of Stockholders to be held in 2024, which definitive proxy statement shall be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
Entity Central Index Key	0001705843
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		20,989,373
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		3,142,636

LEASES, COMMITMENTS, AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Non-Cancellable Operating Leases

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


	As of December 31,
	2023			2022
In Thousands, except remaining term	Remaining Term (years)	Right-of-Use-Asset		Remaining Term (years)	Right-of-Use-Asset
Roseville, Minnesota lease	14.3	$	13,117	15.3	$	13,613
San Diego, California laboratory lease	1.7	3,377		—	—
San Diego, California headquarters lease	1.4	3,178		—	—
San Diego, California greenhouse lease	4.7	1,475		—	—
Other leases	< 1.0 - 3.0	538		< 2.0	2
Total		$	21,685		$	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:


	Year Ended December 31,
In Thousands		2023		2022
Finance lease costs		$	117	$	75
Operating lease costs		4,511		1,548
Total		$	4,628	$	1,623

Supplemental cash flow information related to leases was as follows:


	Year Ended December 31,
In Thousands		2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows (operating leases)		$	3,178	$	276
Financing cash flows (finance leases)		$	297	$	376

Supplemental balance sheet information related to leases was as follows:


	As of December 31,
	2023				2022
	Operating		Financing		Operating		Financing
Weighted average remaining lease term (years)	10.6		1.3		15.3		0.4
Weighted average discount rate	7.5	%	9.8	%	7.9	%	8.1	%

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

As of December 31, 2023, future minimum payments under operating and finance leases were as follows:


In Thousands	Operating		Financing		Total

2024	7,134		210		7,344
2025	4,797		120		4,917
2026	1,993		—		1,993
2027	1,920		—		1,920
2028	1,863		—		1,863
Thereafter	15,438		—		15,438
	33,145		330		33,475
Less: interest	(10,193)		(30)		(10,223)
Total	$	22,952	$	300	$	23,252
Current portion	5,927		187		6,114
Noncurrent portion	$	17,025	$	113	$	17,138

Finance Lease, Liability, to be Paid, Maturity

As of December 31, 2023, future minimum payments under operating and finance leases were as follows:


In Thousands	Operating		Financing		Total

2024	7,134		210		7,344
2025	4,797		120		4,917
2026	1,993		—		1,993
2027	1,920		—		1,920
2028	1,863		—		1,863
Thereafter	15,438		—		15,438
	33,145		330		33,475
Less: interest	(10,193)		(30)		(10,223)
Total	$	22,952	$	300	$	23,252
Current portion	5,927		187		6,114
Noncurrent portion	$	17,025	$	113	$	17,138

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 32,699,000	$ 3,427,000
Restricted cash	0	99,000
Accounts receivable	530,000	0
Prepaid expenses and other current assets	1,991,000	606,000
Total current assets	35,220,000	4,132,000
Property, plant, and equipment, net	15,775,000	4,516,000
Operating lease right-of-use assets	21,685,000	13,615,000
Intangible assets, net	35,411,000	158,000
Goodwill	434,898,000	0
Other non-current assets	1,422,000	0
Total assets	544,411,000	22,421,000
Current liabilities:
Accounts payable	6,127,000	340,000
Accrued expenses	1,747,000	173,000
Accrued compensation	3,858,000	107,000
Deferred revenue	1,210,000	107,000
Current portion of notes payable	833,000	0
Current portion of financing lease obligations	187,000	97,000
Current portion of operating lease obligations	5,927,000	367,000
Class A common stock warrants	1,418,000	291,000
Total current liabilities	21,323,000	1,662,000
Notes payable, net of current portion	536,000	0
Financing lease obligations, net of current portion	113,000	0
Operating lease obligations, net of current portion	17,025,000	13,447,000
Royalty liability - related parties	165,252,000	0
Other non-current liabilities	1,868,000	79,000
Total liabilities	206,117,000	15,188,000
Commitments and contingencies (See Note 10)
Redeemable noncontrolling interest	44,824,000	0
Stockholders’ equity:
Additional paid-in capital	775,017,000	220,422,000
Class A common stock in treasury, at cost; 32,663 shares as of December 31, 2023, and 2,007 shares as of December 31, 2022	(1,785,000)	(1,043,000)
Accumulated deficit	(479,778,000)	(212,151,000)
Accumulated other comprehensive income	8,000	0
Total stockholders’ equity	293,470,000	7,233,000
Total liabilities, redeemable noncontrolling interest, and stockholders' equity	544,411,000	22,421,000
Class A Common Stock
Stockholders’ equity:
Common stock	8,000	5,000
Class B Common Stock
Stockholders’ equity:
Common stock	0	0
Related Party
Current liabilities:
Other current liabilities	0	175,000
Nonrelated Party
Current liabilities:
Other current liabilities	$ 16,000	$ 5,000

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Stock by Class (Details) - shares	Dec. 31, 2023	May 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Authorized (in shares)	300,000,000	300,000,000
Issued (in shares)	24,383,015
Outstanding (in shares)	23,710,292
Class A Common Stock
Class of Stock [Line Items]
Authorized (in shares)	210,000,000	210,000,000	275,000,000
Issued (in shares)	21,240,379		978,915
Outstanding (in shares)	20,567,656		976,908
Class B Common Stock
Class of Stock [Line Items]
Authorized (in shares)	90,000,000	90,000,000	0
Issued (in shares)	3,142,636		0
Outstanding (in shares)	3,142,636		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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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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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Reference 14: 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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-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

+ Details

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Common stock, shares authorized (in shares)	300,000,000
Common stock, shares issued (in shares)	24,383,015
Common stock, shares outstanding (in shares)	23,710,292
Treasury stock, shares (in shares)	32,663	2,007
Class A Common Stock
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)	21,240,379	978,915
Common stock, shares outstanding (in shares)	20,567,656	976,908
Class B Common Stock
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)	3,142,636	0
Common stock, shares outstanding (in shares)	3,142,636	0

STOCK-BASED COMPENSATION - Summary of Stock Option Activity (Details)	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Options Exercisable
Beginning balance (in shares) \| shares	67,978
Vested (in shares) \| shares	42,333
Forfeited (in shares) \| shares	(1,530)
Ending balance (in shares) \| shares	108,781
Weighted Average Exercise Price Per Share
Beginning balance (in dollars per share) \| $ / shares	$ 496.83
Vested (in dollars per share) \| $ / shares	156.25
Forfeited (in dollars per share) \| $ / shares	441.63
Ending balance (in dollars per share) \| $ / shares	$ 365.07
Options Outstanding
Beginning balance (in shares) \| shares	116,860
Granted (in shares) \| shares	0
Exercised (in shares) \| shares	0
Forfeited (in shares) \| shares	(7,339)
Ending balance (in shares) \| shares	109,521
Weighted Average Exercise Price Per Share
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 367.58
Granted (in dollars per share) \| $ / shares	0
Exercised (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	371.04
Outstanding, ending balance (in dollars per share) \| $ / shares	$ 367.35

INCOME TAXES - Schedule of Unrecognized Tax Benefits (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance as of December 31, 2022	$ 0
Increases related to current year positions	697
Increases related to prior year positions	1,209
Balance as of December 31, 2023	$ 1,906

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]
Weighted Average Amortization (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
Weighted Average Amortization (Years)	20 years
Cibus Global \| Trade name
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired finite-lived intangibles	$ 22,230
Weighted Average Amortization (Years)	20 years

STOCK-BASED COMPENSATION - Narrative (Details)						1 Months Ended			12 Months Ended
STOCK-BASED COMPENSATION - Narrative (Details)	May 31, 2023	May 24, 2023 employee shares	Mar. 01, 2023	Feb. 28, 2023	Mar. 01, 2022	Jun. 30, 2022	Mar. 31, 2022 employee shares	Jul. 31, 2021 shares	Dec. 31, 2023 USD ($) grantee $ / shares shares	Dec. 31, 2022 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option post-separation exercise period			5 years	90 days
Weighted average remaining contractual term									3 years 9 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
Incremental stock compensation expense \| $									$ 200,000
Number of grantees affected \| grantee									12
Number of shares affected (in shares)									33,000
Unrecognized stock-based compensation expense, expected recognition weighted-average period									9 months 18 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 4 months 24 days
Granted (in dollars per share) \| $ / shares									$ 31.50
Granted (in shares)									1,019,282	0
Unrecognized stock-based compensation expense \| $									$ 19,700,000
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]
Unrecognized stock-based compensation expense, expected recognition weighted-average period									3 years 3 months 18 days
Granted (in dollars per share) \| $ / shares									$ 19.02	$ 62.87
Granted (in shares)									272,885
Unrecognized stock-based compensation expense \| $									$ 2,100,000
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]
Granted (in dollars per share) \| $ / shares									$ 25.65	$ 63.50
Granted (in shares)									24,800
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)									2,003,809
2017 Omnibus Plan \| Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		24,800					10,600
Number of employees \| employee		5					5
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%
2017 Omnibus Plan \| Performance Stock Units \| Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of employees \| employee		4					4
Inducement Plan \| 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

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK

12 Months Ended

Dec. 31, 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 December 31, 2023, and 2022, were as follows:


	December 31, 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)	$	7,015	$	—	$	—	$	7,015	$	—	$	—	$	—	$	—
Total	$	7,015	$	—	$	—	$	7,015	$	—	$	—	$	—	$	—

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


	December 31, 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	$	—	$	—	$	1,418	$	1,418	$	—	$	—	$	291	$	291
Total	$	—	$	—	$	1,418	$	1,418	$	—	$	—	$	291	$	291

The following table summarizes the Common Warrants activity for the period ended December 31, 2023:


In Thousands	Level 3 Fair Value of Liabilities
Balance as of December 31, 2022	$	291
Change in fair value	1,127
Balance as of December 31, 2023	$	1,418

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 a weighted average historical volatility which takes into consideration the Company's historical volatility and historical volatility from a group of guideline companies, 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 December 31,
	2023			2022
Estimated fair value of Common Warrants per share	$	8.95		$	1.87
Assumptions:
Risk-free interest rate	3.9		%	4.0		%
Expected volatility	100.7		%	85.0		%
Expected term to liquidation (in years)	3.6			4.6

As of December 31, 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 December 31, 2023, and 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

EMPLOYEE BENEFIT PLAN (Details) - USD ($) $ in Thousands	12 Months Ended
EMPLOYEE BENEFIT PLAN (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Postemployment Benefits [Abstract]
Employee benefit plan expenses	$ 122	$ 259

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK - Summary of Fair Value Measurements and Financial Statement Presentation (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Fair Value of Assets
Total	$ 7,015	$ 0
Fair Value of Liabilities
Common Warrants	1,418	291
Total	1,418	291
Common Warrants
Fair Value of Liabilities
Common Warrants	1,418	291
Level 1
Fair Value of Assets
Total	7,015	0
Fair Value of Liabilities
Total	0	0
Level 1 \| Common Warrants
Fair Value of Liabilities
Common Warrants	0	0
Level 2
Fair Value of Assets
Total	0	0
Fair Value of Liabilities
Total	0	0
Level 2 \| Common Warrants
Fair Value of Liabilities
Common Warrants	0	0
Level 3
Fair Value of Assets
Total	0	0
Fair Value of Liabilities
Total	1,418	291
Level 3 \| Common Warrants
Fair Value of Liabilities
Common Warrants	1,418	291
Money Market Funds
Fair Value of Assets
Money market funds	7,015	0
Money Market Funds \| Level 1
Fair Value of Assets
Money market funds	7,015	0
Money Market Funds \| Level 2
Fair Value of Assets
Money market funds	0	0
Money Market Funds \| Level 3
Fair Value of Assets
Money market funds	$ 0	$ 0

STOCKHOLDERS' EQUITY - Disclosure of Warrants Transactions (Details)	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Pre-Funded Warrants
Common Warrants
Outstanding, beginning balance (in shares) \| shares	0
Issued (in shares) \| shares	50,000
Outstanding, ending balance (in shares) \| shares	50,000
Exercisable (in shares) \| shares	50,000
Weighted Average Exercise Price Per Share
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 0
Issued (in dollars per share) \| $ / shares	0.01
Outstanding, ending balance (in dollars per share) \| $ / shares	0.01
Exercisable (in dollars per share) \| $ / shares	$ 0.01
Common Warrants
Common Warrants
Outstanding, beginning balance (in shares) \| shares	158,483
Outstanding, ending balance (in shares) \| shares	158,483
Exercisable (in shares) \| shares	158,483
Weighted Average Exercise Price Per Share
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 69.04
Outstanding, ending balance (in dollars per share) \| $ / shares	69.04
Exercisable (in dollars per share) \| $ / shares	$ 69.04

LEASES, COMMITMENTS, AND CONTINGENCIES - Schedule of Non-Cancellable Operating Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Operating Leased Assets [Line Items]
Right-of-Use-Asset	$ 21,685	$ 13,615
Roseville, Minnesota lease
Operating Leased Assets [Line Items]
Remaining Term (years)	14 years 3 months 18 days	15 years 3 months 18 days
Right-of-Use-Asset	$ 13,117	$ 13,613
San Diego, California laboratory lease
Operating Leased Assets [Line Items]
Remaining Term (years)	1 year 8 months 12 days
Right-of-Use-Asset	$ 3,377	0
San Diego, California headquarters lease
Operating Leased Assets [Line Items]
Remaining Term (years)	1 year 4 months 24 days
Right-of-Use-Asset	$ 3,178	0
San Diego, California greenhouse lease
Operating Leased Assets [Line Items]
Remaining Term (years)	4 years 8 months 12 days
Right-of-Use-Asset	$ 1,475	$ 0
Other leases
Operating Leased Assets [Line Items]
Remaining Term (years)		2 years
Right-of-Use-Asset	$ 538	$ 2
Other leases \| Minimum
Operating Leased Assets [Line Items]
Remaining Term (years)	1 year
Other leases \| Maximum
Operating Leased Assets [Line Items]
Remaining Term (years)	3 years

STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

STOCKHOLDERS' EQUITY

STOCKHOLDERS’ EQUITY

2022 Follow-On Public Offering

On February 23, 2022, the Company completed the 2022 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.

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.

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 4.99 percent after giving effect to the exercise.

December 2023 Equity Follow-On Offering

On December 14, 2023, the Company issued 2,106,723 shares of its Class A Common Stock and, in lieu of Class A Common Stock to one of the Company’s executive officers, pre-funded warrants (2023 Pre-Funded Warrants) to purchase 50,000 shares of Class A Common Stock (Warrant Shares) in an underwritten registered direct offering (2023 Follow-On Offering). The offering price for each share of Class A Common Stock in the 2023 Follow-On Offering was $9.00 per share, except for shares of Class A Common Stock purchased by an executive officer of the Company, which were offered at a price of $10.58 per share, which was the closing bid price for shares of the Company's Class A Common Stock on December 11, 2023, and $10.57 per 2023 Pre-Funded Warrant, which was the closing bid price for shares of Class A Common Stock on December 11, 2023, minus the $0.01 exercise price per 2023 Pre-Funded Warrant. The 2023 Pre-Funded Warrants are immediately exercisable until fully exercised at an exercise price of $0.01 per share, subject to an ownership limitation. The Company received net proceeds of approximately $18.6 million, after deducting the underwriting discounts and commissions and other offering expenses payable by the Company.

The 2023 Pre-Funded Warrants remain outstanding and exercisable, subject to an ownership limitation, as of December 31, 2023. The 2023 Pre-Funded Warrants were recorded as a component of stockholders’ equity within additional paid-in capital in the accompanying consolidated balance sheets, and the shares issuable upon exercise are included in the determination of the Company’s net loss per share of Class A Common Stock.

On October 20, 2023, Cibus entered into a binding term sheet (Binding Term Sheet) with Rory Riggs, the Company’s Chairman and Chief Executive Officer. Pursuant to the Binding Term Sheet, Mr. Riggs had agreed to make available to the Company a line of credit (the Loan) in the aggregate principal amount of $5.0 million. Upon the closing of the 2023 Follow-On Offering on December 14, 2023, the Loan was terminated in accordance with its terms.

Warrant transactions for the year ended December 31, 2023, were as follows:


	Pre-Funded Warrants	Weighted Average Exercise Price Per Share		Common Warrants	Weighted Average Exercise Price Per Share
Outstanding as of December 31, 2022	—	$	—	158,483	$	69.04
Issued	50,000	0.01		—	—
Forfeited/canceled	—	—		—	—
Exercised	—	—		—	—
Outstanding as of December 31, 2023	50,000	$	0.01	158,483	$	69.04
Exercisable as of December 31, 2023	50,000	$	0.01	158,483	$	69.04

ATM Facility

On September 21, 2021, the Company entered into an Open Market Sale AgreementSM (Legacy Calyxt ATM Facility) with Jefferies LLC, as sole selling agent. The Company issued approximately 40,000 shares of Class A Common Stock, giving effect to the Reverse Stock Splits, under the Legacy Calyxt ATM Facility in 2022 for net proceeds of $0.1 million. The Company did not issue any additional

shares under the Legacy Calyxt ATM Facility during the 2023 fiscal year, which was terminated in January of 2024.

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 equityholders, 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 the Company's employees and executive officers, carry all voting, dividend, distribution, and other rights as apply to shares of Class A Common Stock generally, except that (i) shares of Class A Restricted 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 redeemable noncontrolling interest. During the year ended December 31, 2023, there were 1,500,000 Up-C Units exchanged by Electing Members for Class A Common Stock. As of December 31, 2023, there were 23,710,292 Cibus Common Units outstanding. Of the 23,710,292 Cibus Common Units outstanding, 20,567,656 are held by Cibus Inc. and 3,142,636 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 December 31, 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
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

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

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

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

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 16
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-Publisher FASB
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

PROPERTY, PLANT, AND EQUIPMENT, NET - Schedule of Change in Asset Retirement Obligation (Details) $ in Thousands	12 Months Ended
	Dec. 31, 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	9
Ending balance	$ 273

GOODWILL AND INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 1,833
2025	1,833
2026	1,833
2027	1,833
2028	$ 1,833

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTSATM Facility On January 2, 2024, the Company entered into the Sales Agreement with Stifel. Pursuant to the terms of the Sales Agreement, the Company may offer and sell through Stifel, from time-to-time and at its sole discretion, shares of the Company’s Class A Common Stock, having an aggregate offering price of up to $80.0 million (ATM Facility). As of March 20, 2024, the Company has issued approximately 356,477 shares of Class A Common Stock and has received net proceeds of approximately $6.2 million from the ATM Facility.

INCOME TAXES - Summary of Reconciliation of Statutory Income Tax Rates (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
United States statutory rate	21.00%	21.00%
State tax, net of federal tax benefit	2.70%	1.00%
Loss attributable to redeemable noncontrolling interest	(4.40%)	0.00%
Stock-based compensation	(0.10%)	(1.70%)
Officer compensation	0.00%	(1.40%)
Goodwill and intangible assets impairment	(7.30%)	0.00%
R&D credit	0.80%	2.20%
Unrecognized tax benefits	(0.60%)	0.00%
Warrants	(0.10%)	6.40%
§351 exchange	8.10%	0.00%
Change in state rate	3.10%	0.00%
Other	(0.50%)	0.00%
Change in valuation allowance	(22.70%)	(27.50%)
Effective income tax rate	0.00%	0.00%

STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 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:


	Year Ended December 31,
	2023		2022
Estimated fair values of stock options granted	$	—	$	42.83
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	42,333	156.25		—	—
Exercised	—	—		—	—
Forfeited	(1,530)	441.63		(7,339)	371.04
Balance as of December 31, 2023	108,781	$	365.07	109,521	$	367.35

Summary of Stock-based Compensation Expense

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


	Year Ended December 31,
In Thousands		2023		2022
Stock-based compensation expense		$	1,847	$	2,031

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


	Year Ended December 31,
In Thousands		2023		2022
Stock-based compensation expense		$	11,497	$	—

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


	Year Ended December 31,
In Thousands		2023		2022
Stock-based compensation expense		$	3,018	$	1,318

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


	Year Ended December 31,
In Thousands		2023		2022
Stock-based compensation (benefit) expense		$	(270)	$	649

Certain statement of operations amounts were as follows:


	Year Ended December 31,
In Thousands		2023		2022
Stock-based compensation expense:
Research and development		$	7,554	$	946
Selling, general, and administrative		8,538		3,052
Total		$	16,092	$	3,998

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	(349,907)	31.50
Forfeited	(29,315)	31.50
Unvested balance as of December 31, 2023	640,060	$	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	272,885	19.02
Vested	(96,734)	38.29
Forfeited	(53,504)	23.29
Unvested balance as of December 31, 2023	147,222	$	18.21

Summary of Grant Date Fair Value of Awards Vested

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


	Year Ended December 31,
In Thousands		2023		2022
Fair value of shares vested		$	5,361	$	—

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


	Year Ended December 31,
In Thousands		2023		2022
Fair value of shares vested		$	2,126	$	175

Summary of Stock-Based Compensation Granted As Deemed Dividends

The Company recorded deemed dividends as follows:


	Year Ended December 31,
In Thousands		2023		2022
Deemed dividends from grants to Cellectis employees		$	—	$	90

Share-based Payment Arrangement, Performance Shares, Outstanding Activity

Information on performance stock unit activity is as follows:


	Performance Stock Units	Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2022	22,600	$	81.73
Issued	24,800	25.65
Forfeited/canceled	(9,333)	95.80
Vested	(38,067)	31.82
Outstanding as of December 31, 2023	—	$	—

Share-Based Compensation Arrangements by Share-Based Payment Award, Performance-Based Units, Vested and Expected to Vest

The total fair value of PSUs that vested is as follows:


	Year Ended December 31,
In Thousands		2023		2022
Fair value of shares vested		$	1,005	$	—

INCOME TAXES - Narrative (Details) - USD ($)	12 Months Ended
INCOME TAXES - Narrative (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Income tax operating loss carryforwards	$ 362,500,000
Income tax operating loss carryforwards not subject to expiration	215,600,000
Income tax operating loss carryforwards, subject to expiration	42,400,000
Unrecognized tax benefits	$ 1,906,000	$ 0
Number of securities called by each warrant (in shares)	1,500,000
Cibus Global
Operating Loss Carryforwards [Line Items]
Ownership percentage (as a percent)	78.30%
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Income tax operating loss carryforwards	$ 104,500,000
State and Local Jurisdiction \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax credit carryovers	2,400,000
Domestic Tax Authority
Operating Loss Carryforwards [Line Items]
Income tax operating loss carryforwards	258,000,000.0
Domestic Tax Authority \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax credit carryovers	5,200,000
Foreign Tax Authority
Operating Loss Carryforwards [Line Items]
Unrecognized tax benefits	$ 0

PROPERTY, PLANT, AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT, AND EQUIPMENT, NET

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


		As of December 31,
In Thousands, except useful life	Useful Life (Years)	2023		2022
Property, plant, and equipment, net:
Buildings	10 - 20	$	900	$	900
Leasehold improvements	shorter of lease term or - 15	3,912		364
Office furniture and equipment	5 - 10	15,102		7,803
Office furniture and equipment under financing leases	3 - 7	373		414
Computer equipment and software	3 - 5	3,761		912
Assets in progress	N/A	704		—
Total property, plant, and equipment		24,752		10,393
Less accumulated depreciation and amortization		(8,977)		(5,877)
Total		$	15,775	$	4,516

Depreciation and amortization expense is as follows:


	Year Ended December 31,
In Thousands		2023		2022
Depreciation and amortization expense		$	3,568	$	1,441

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 5.6 percent to discount the future obligation, and an inflation rate of 5.0 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 year ended December 31, 2023.


In Thousands	Asset Retirement Obligations
Balance as of December 31, 2022	$	—
Acquired from merger with Cibus Global, LLC	264
Obligations incurred	—
Accretion expense	9
Balance as of December 31, 2023	$	273

GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 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.

The following table presents the changes in goodwill during the year ended December 31, 2023.


In Thousands	Goodwill
Balance as of December 31, 2022	$	—
Acquired from merger with Cibus Global, LLC	585,266
Impairment	(150,368)
Balance as of December 31, 2023	$	434,898

Intangible Assets

Intangible assets as of December 31, 2023, were as follows:


In Thousands	Gross Carrying Amount		Accumulated Amortization		Intangible Assets, Net
Developed technology	$	14,148	$	413	$	13,735
Trade name	22,230		648		21,582
Other	150		56		94
Total	$	36,528	$	1,117	$	35,411

During the year ended December 31, 2023, the Company impaired all of the in-process R&D indefinite-lived intangible assets acquired in connection with the Merger Transactions with Cibus Global by $99.0 million. As such, there is no longer a carrying value for the Company's in-process R&D indefinite-lived intangible assets as of December 31, 2023.

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

Total amortization expense is as follows:


	Year Ended December 31,
In Thousands		2023		2022
Amortization expense		$	1,125	$	21

As of December 31, 2023, amortization expense for each of the next five years is estimated as follows:


In Thousands	Amortization Expense

2024	$	1,833
2025	$	1,833
2026	$	1,833
2027	$	1,833
2028	$	1,833

Goodwill and indefinite-lived intangible assets impairment

The Company began its annual impairment test by performing the step zero qualitative assessment. Based on its assessment of qualitative factors, including a decline in the Company's stock price and its strategic realignment announced in the fourth quarter of 2023, the Company concluded it was more likely than not that the carrying values of its reporting unit and in-process R&D indefinite-lived intangible assets exceeded their fair values. The Company performed a quantitative analysis and concluded that the carrying values of its in-process R&D indefinite-lived intangible assets and its reporting unit both exceeded their fair values. Management makes critical assumptions and estimates in completing impairment assessments of goodwill and indefinite-lived intangible assets. The Company utilized the discounted cash flow method to calculate the fair value for its goodwill and the multi-period excess earnings method to calculate the fair value of its indefinite-lived intangible assets. The Company's cash flow projections look several years into the future and include assumptions on variables such as future royalties and operating margins, economic conditions, probability of success, market competition, inflation, and discount rates. The Company determined its goodwill and in-process R&D indefinite-lived intangible assets were impaired by $150.4 million and $99.0 million, respectively, for the year ended December 31, 2023, which was recorded in the accompanying consolidated statements of operations.

INTERIM FUNDING

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

INTERIM FUNDING

NOTES PAYABLEThe Company has financed the costs associated with its enterprise science platform annual software license. The financing arrangement for the license has a term of one year and accrues interest at an annual rate of 10.9 percent. The Company makes monthly principal and interest payments. The note related to the annual license matures in 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 2.7 years. Notes used to finance equipment mature between January 2024 and March 2028.

The Company has also financed certain annual insurance premiums using notes. The insurance notes are subject to annual interest rates between 2.2 percent and 7.5 percent, have a weighted average remaining term of 0.3 years, and mature between February 2024 and August 2024.

As of December 31, 2023, future minimum payments under notes payable were as follows:


In Thousands	Annual Licenses		Financed Equipment		Insurance		Total Notes Payable

2024	216		454		251		921
2025	—		351		—		351
2026	—		151		—		151
2027	—		89		—		89
2028	—		11		—		11
	216		1,056		251		1,523
Less: interest	(7)		(143)		(4)		(154)
Total	$	209	$	913	$	247	$	1,369
Current portion	209		377		247		833
Noncurrent portion	$	—	$	536	$	—	$	536

INTERIM FUNDING

Pursuant 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
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

MERGER WITH CIBUS GLOBAL - Schedule of Recognized the Preliminary Allocation of the Consideration (Details) - USD ($)	Dec. 31, 2023	May 31, 2023	May 30, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Goodwill	$ 434,898,000	$ 585,300,000	$ 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
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		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)

COLLABORATION AGREEMENT (Details) - USD ($) $ in Thousands	12 Months Ended
COLLABORATION AGREEMENT (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deferred revenue for upfront payments	$ 1,210	$ 107
Revenue from collaboration agreement	1,817	$ 157
Proctor & Gamble
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenue from collaboration agreement	$ 1,200

- 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
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-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
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-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
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-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

STOCKHOLDERS' EQUITY - Follow-On Public Offering (Details) - USD ($)	Dec. 14, 2023	Feb. 23, 2022	Oct. 20, 2023
Line of Credit \| Binding Term Sheet
Stockholders Equity [Line Items]
Maximum borrowing capacity			$ 5,000,000
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)	$ 9.00	$ 70.50
Net proceeds on issuance of common stock	$ 18,600,000	$ 10,000,000
Underwriting discounts and estimated other offering expenses		$ 900,000
Follow-on Public Offering \| Executive Officer
Stockholders Equity [Line Items]
Offering price (in dollars per share)	$ 10.58
Follow-on Public Offering \| Pre-Funded Warrants
Stockholders Equity [Line Items]
Warrants issued (in shares)	50,000	77,600
Offering price (in dollars per share)	$ 10.57	$ 70.4999
Exercise price of warrants (in dollars per share)	$ 0.01	$ 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%
Class A Common Stock \| Follow-on Public Offering
Stockholders Equity [Line Items]
Issuance of common stock (in shares)	2,106,723	77,600

EMPLOYEE BENEFIT PLAN

12 Months Ended

Dec. 31, 2023

Postemployment Benefits [Abstract]

EMPLOYEE BENEFIT PLAN

EMPLOYEE BENEFIT PLANFor Cibus, Inc. employees, comprising Legacy Calyxt employees, the Company provided a 401(k) defined contribution plan for all regular full-time employees who had completed two months of service. The Company matched employee contributions up to certain amounts and those matching contributions vested immediately. The Legacy Calyxt employees remained on the Cibus, Inc. payroll and benefits programs through December 31, 2023. Beginning in 2024, these employees will move to the Cibus US, LLC payroll and benefits programs and the Cibus, Inc. payroll and benefits programs will be terminated.

The employee benefit plan expenses were as follows:


	Year Ended December 31,
In Thousands	2023		2022
Employee benefit plan expenses	$	122	$	259

SUPPLEMENTAL INFORMATION (Tables)

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Accrued Expenses

Certain balance sheet amounts are as follows:


	As of December 31,
In Thousands	2023		2022
Accrued Expenses:
Accrued consulting and professional fees	$	631	$	119
Accrued field trials	505		—
Other	611		54
Total	$	1,747	$	173

Schedule of Stock-Based Compensation Expense

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


	Year Ended December 31,
In Thousands		2023		2022
Stock-based compensation expense		$	1,847	$	2,031

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


	Year Ended December 31,
In Thousands		2023		2022
Stock-based compensation expense		$	11,497	$	—

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


	Year Ended December 31,
In Thousands		2023		2022
Stock-based compensation expense		$	3,018	$	1,318

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


	Year Ended December 31,
In Thousands		2023		2022
Stock-based compensation (benefit) expense		$	(270)	$	649

Certain statement of operations amounts were as follows:


	Year Ended December 31,
In Thousands		2023		2022
Stock-based compensation expense:
Research and development		$	7,554	$	946
Selling, general, and administrative		8,538		3,052
Total		$	16,092	$	3,998

Schedule of Statements of Certain Statements of Cash Flows Amounts

Supplemental statement of cash flows information is as follows:


	Year Ended December 31,
In Thousands	2023		2022
Interest paid	$	123	$	69

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


	Year Ended December 31,
In Thousands	2023		2022
Receivable from Jefferies for shares issued under ATM facility	$	—	$	(260)
Property, plant, and equipment acquired through assuming liabilities	$	105	$	(691)
Unpaid stock offering costs included in stockholders’ equity	$	167	$	—
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 financing lease right-of-use assets and associated financing lease liabilities	$	324	$	—
Establishment of operating lease right-of-use assets and associated operating lease liabilities	$	1,634	$	14,090

NOTES PAYABLE (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Future Minimum Payments Under Notes Payable

As of December 31, 2023, future minimum payments under notes payable were as follows:


In Thousands	Annual Licenses		Financed Equipment		Insurance		Total Notes Payable

2024	216		454		251		921
2025	—		351		—		351
2026	—		151		—		151
2027	—		89		—		89
2028	—		11		—		11
	216		1,056		251		1,523
Less: interest	(7)		(143)		(4)		(154)
Total	$	209	$	913	$	247	$	1,369
Current portion	209		377		247		833
Noncurrent portion	$	—	$	536	$	—	$	536

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

The components of loss before income taxes are as follows:


	Year Ended December 31,
In Thousands	2023		2022
United States loss before income taxes	$	(225,222)	$	(16,891)
Foreign loss before income taxes	(112,421)		—
Loss before income taxes	$	(337,643)	$	(16,891)

Schedule of Effective Income Tax Rate Reconciliation

The following table reconciles the United States statutory income tax rate to the Company’s effective income tax rate:


	Year Ended December 31,
	2023		2022
United States statutory rate	21.0	%	21.0	%
State tax, net of federal tax benefit	2.7	%	1.0	%
Loss attributable to redeemable noncontrolling interest	(4.4)	%	—	%
Stock-based compensation	(0.1)	%	(1.7)	%
Officer compensation	—	%	(1.4)	%
Goodwill and intangible assets impairment	(7.3)	%	—	%
R&D credit	0.8	%	2.2	%
Unrecognized tax benefits	(0.6)	%	—	%
Warrants	(0.1)	%	6.4	%
§351 exchange	8.1	%	—	%
Change in state rate	3.1	%	—	%
Other	(0.5)	%	—	%
Change in valuation allowance	(22.7)	%	(27.5)	%
Effective income tax rate	—	%	—	%

Schedule of Income Tax Expense Provisions

Income tax provision for the years ended December 31, 2023, and 2022 consist of the following:


	Year Ended December 31,
In Thousands	2023		2022
Current:
Federal	$	—	$	—
State	—		—
Foreign	4		—
Total current	4		—
Deferred:
Federal	—
State	—
Foreign	—
Total deferred	—		—
Total income tax benefit (expense)	$	4	$	—

Schedule of Deferred Tax Assets and Liabilities

Deferred tax assets and liabilities consist of the following:


	December 31,
In Thousands	2023			2022
Net operating losses	$	60,257		$	40,914
Investment in Cibus Global, LLC	53,573			—
Stock-based compensation	3,367			2,950
ASC 842 lease liabilities	—			2,921
Tax credit carry forwards	5,335			3,685
Capitalized R&D	1,698			2,183
Compensation	17			14
Fixed assets	2,062			—
Other	—			124
Gross deferred tax assets	126,309			52,791
Less valuation allowance	(126,309)			(49,843)
Net deferred tax assets	—			2,948
Fixed assets	—			(89)
ASC 842 ROU assets	—			(2,859)
Gross deferred tax liabilities	—		—	(2,948)
Net deferred tax asset or liability	$	—		$	—

Schedule of Unrecognized Tax Benefits

The gross unrecognized tax benefits activity is as follows:


In Thousands	Gross Unrecognized Tax Benefits
Balance as of December 31, 2022	$	—
Increases related to current year positions	697
Increases related to prior year positions	1,209
Balance as of December 31, 2023	$	1,906

SUBSEQUENT EVENTS (Details) - At-The-Market Offering - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 20, 2024	Dec. 31, 2023	Dec. 31, 2022	Jan. 02, 2024
Subsequent Event [Line Items]
Number of shares issued in transaction (in shares)		0	40,000
Net proceeds on issuance of common stock			$ 0.1
Subsequent Event
Subsequent Event [Line Items]
Aggregate initial offering price, maximum				$ 80.0
Number of shares issued in transaction (in shares)	356,477
Net proceeds on issuance of common stock	$ 6.2

NOTES PAYABLE

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

NOTES PAYABLE

As of December 31, 2023, future minimum payments under notes payable were as follows:


In Thousands	Annual Licenses		Financed Equipment		Insurance		Total Notes Payable

2024	216		454		251		921
2025	—		351		—		351
2026	—		151		—		151
2027	—		89		—		89
2028	—		11		—		11
	216		1,056		251		1,523
Less: interest	(7)		(143)		(4)		(154)
Total	$	209	$	913	$	247	$	1,369
Current portion	209		377		247		833
Noncurrent portion	$	—	$	536	$	—	$	536

INTERIM FUNDING

- Definition

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