0001628280-24-036185 | 10-Q | XBRL Viewer

MERGER WITH CIBUS GLOBAL

6 Months Ended

Jun. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

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 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 June 30, 2024, the Common Unit holders of the redeemable noncontrolling interest owned approximately 12 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 are 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.

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 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. During 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 condensed consolidated statements of operations. Additionally, during 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 condensed consolidated statements of operations.

These unaudited pro forma figures for the three and six months ended June 30, 2023, 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.


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

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.

During the six months ended June 30, 2024, there were 30,120 Up-C Units exchanged by Electing Members for shares of Class A Common Stock. As of June 30, 2024, 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 June 30, 2024.

SUPPLEMENTAL INFORMATION

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

SUPPLEMENTAL INFORMATION

Certain condensed consolidated statement of operations amounts were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Stock-based compensation expense:
Research and development	$	779	$	2,494	$	1,660	$	2,678
Selling, general, and administrative	2,036		2,520		3,683		3,164
Total	$	2,815	$	5,014	$	5,343	$	5,842

Supplemental condensed consolidated statement of cash flows information is as follows:


	Six Months Ended June 30,
In Thousands	2024		2023
Interest paid	$	69	$	21

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


	Six Months Ended June 30,
In Thousands	2024		2023
Property, plant, and equipment acquired through assuming liabilities	$	276	$	307
Unpaid stock offering costs included in stockholders’ equity	$	12	$	—
Shares issued for consideration in the merger with Cibus Global	$	—	$	634,751
Forgiveness of interim funding resulting from merger with Cibus Global	$	—	$	2,500

Establishment of operating lease right-of-use assets and associated operating lease liabilities	$	16,491	$	28

STOCKHOLDERS' EQUITY - ATM Facility (Details) - At-The-Market Offering - USD ($) $ in Millions	1 Months Ended	6 Months Ended
	Aug. 07, 2024	Jun. 30, 2024
Subsidiary, Sale of Stock [Line Items]
Number of shares issued in transaction (in shares)		927,326
Net proceeds on issuance of common stock		$ 16.5
Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Number of shares issued in transaction (in shares)	47,401
Net proceeds on issuance of common stock	$ 0.5

MERGER WITH CIBUS GLOBAL - Narrative (Details) $ in Millions			3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2024	May 31, 2023 USD ($) shares	Jun. 30, 2024 shares	Jun. 30, 2024 shares	Dec. 31, 2023 USD ($)	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 units exchanged (in shares) \| shares			30,120	30,120
Variable Interest Entity, Primary Beneficiary
Business Acquisition [Line Items]
Variable interest entity, ownership percentage	12.00%	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
Cibus Global \| Selling, General and Administrative Expenses
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

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 30,021,000	$ 32,699,000
Accounts receivable	1,058,000	530,000
Prepaid expenses and other current assets	2,020,000	1,991,000
Total current assets	33,099,000	35,220,000
Property, plant, and equipment, net	13,764,000	15,775,000
Operating lease right-of-use assets	35,603,000	21,685,000
Intangible assets, net	34,494,000	35,411,000
Goodwill	434,898,000	434,898,000
Other non-current assets	1,522,000	1,422,000
Total assets	553,380,000	544,411,000
Current liabilities:
Accounts payable	6,196,000	6,127,000
Accrued expenses	2,714,000	1,747,000
Accrued compensation	3,682,000	3,858,000
Deferred revenue	1,623,000	1,210,000
Current portion of notes payable	404,000	833,000
Current portion of financing lease obligations	105,000	187,000
Current portion of operating lease obligations	3,862,000	5,927,000
Class A common stock warrants	10,379,000	1,418,000
Other current liabilities	7,000	16,000
Total current liabilities	28,972,000	21,323,000
Notes payable, net of current portion	365,000	536,000
Financing lease obligations, net of current portion	119,000	113,000
Operating lease obligations, net of current portion	32,824,000	17,025,000
Royalty liability - related parties	182,330,000	165,252,000
Other non-current liabilities	1,700,000	1,868,000
Total liabilities	246,310,000	206,117,000
Commitments and contingencies (See Note 9)
Redeemable noncontrolling interest	36,572,000	44,824,000
Stockholders’ equity:
Additional paid-in capital	800,606,000	775,017,000
Class A common stock in treasury, at cost; 45,177 shares as of June 30, 2024, and 32,663 shares as of December 31, 2023	(1,999,000)	(1,785,000)
Accumulated deficit	(528,096,000)	(479,778,000)
Accumulated other comprehensive income (loss)	(21,000)	8,000
Total stockholders’ equity	270,498,000	293,470,000
Total liabilities, redeemable noncontrolling interest, and stockholders’ equity	$ 553,380,000	544,411,000
Common stock, shares issued (in shares)	26,642,205
Common stock, shares outstanding (in shares)	26,127,933
Class A Common Stock
Stockholders’ equity:
Common stock	$ 8,000	$ 8,000
Common stock, shares issued (in shares)	23,529,689	21,240,379
Common stock, shares outstanding (in shares)	23,015,417	20,567,656
Class B Common Stock
Stockholders’ equity:
Common stock	$ 0	$ 0
Common stock, shares issued (in shares)	3,112,516	3,142,636
Common stock, shares outstanding (in shares)	3,112,516	3,142,636

LEASES, COMMITMENTS, AND CONTINGENCIES - Schedule of Future Minimum Rental Payments (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Operating
Remainder of 2024	$ 2,497
2025	5,433
2026	5,047
2027	5,045
2028	5,081
2029	4,905
Thereafter	25,316
Operating lease, liability, to be paid	53,324
Less: interest	(16,638)
Total	36,686
Current portion	3,862	$ 5,927
Noncurrent portion	32,824	17,025
Financing
Remainder of 2024	120
2025	120
2026	0
2027	0
2028	0
2029	0
Thereafter	0
Finance lease, liability, to be paid	240
Less: interest	(16)
Total	224
Current portion	105	187
Noncurrent portion	119	$ 113
Total
Remainder of 2024	2,617
2025	5,553
2026	5,047
2027	5,045
2028	5,081
2029	4,905
Thereafter	25,316
Operating and finance lease, liability, to be paid	53,564
Less: interest	(16,654)
Total	36,910
Current portion	3,967
Noncurrent portion	$ 32,943

STOCK-BASED COMPENSATION - Narrative (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate intrinsic value of options outstanding	$ 0
Weighted average remaining outstanding contractual term (in years)	4 years 10 months 24 days
Aggregate intrinsic value of options exercisable	$ 0
Weighted average remaining options exercisable contractual term (in years)	3 years 10 months 24 days
Unrecognized stock-based compensation expense related to non-vested stock options	$ 300,000
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
Unrecognized stock-based compensation expense, expected recognition weighted-average period	10 months 24 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
Granted (in shares)	0
Unvested (in dollars per share)	$ 31.50		$ 31.50
Weighted average grant date fair value (in dollars per share)	$ 0	$ 31.50
Unrecognized stock-based compensation expense	$ 14,700,000
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 2 months 12 days
Granted (in shares)	65,019
Unvested (in dollars per share)	$ 18.38		$ 18.21
Weighted average grant date fair value (in dollars per share)	$ 18.60	21.68
Unrecognized stock-based compensation expense	$ 2,000,000.0
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 shares)	0
Weighted average grant date fair value (in dollars per share)		$ 25.65
Unrecognized stock-based compensation expense	$ 0
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)	1,960,288
2014 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)	0

RELATED-PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2024

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 June 30, 2024, 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 June 30, 2024, and 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, 2023	$	165,252
Interest expense recognized	17,078
Balance as of June 30, 2024	$	182,330

RELATED-PARTY TRANSACTIONS

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

Prior to the Merger Transactions, amounts payable to Cellectis were reported in the Company's condensed 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 condensed 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.

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+ Details

RELATED-PARTY TRANSACTIONS (Details) - Cellectis - Related Party - Lease Guarantee - USD ($)	1 Months Ended
	Oct. 31, 2022	Jun. 30, 2024
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 (Details) - USD ($)	3 Months Ended		6 Months Ended
INCOME TAXES (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Examination [Line Items]
Income tax benefit (expense)	$ (4,000)	$ 0	$ 10,000	$ 0
Number of units exchanged (in shares)	30,120		30,120
Domestic Tax Authority
Income Tax Examination [Line Items]
Income tax benefit (expense)	$ 0		$ 0

- Definition

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

+ References

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

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK

6 Months Ended

Jun. 30, 2024

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.

The Company's policy is to recognize transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. There were no transfers into or out of Level 3 during the six months ended June 30, 2024, and 2023.

Fair Value Measurements and Financial Statement Presentation

The Company’s financial instruments measured at fair value and their respective levels in the fair value hierarchy as of June 30, 2024, and December 31, 2023, were as follows:


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

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


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

The following table summarizes the Common Warrants activity for the six months ended June 30, 2024:


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

The following table summarizes the Common Warrants activity for the six months ended June 30, 2023:


In Thousands	Level 3 Fair Value of Liabilities
Balance as of December 31, 2022	$	291
Change in fair value	371
Balance as of June 30, 2023	$	662

The Company estimates the fair value of the Common Warrants as of the date of issuance and at the end of every reporting 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 assumptions used for the initial valuation of the 2024 Common Warrants consisted of a risk-free interest rate of 4.4 percent, expected volatility of 102.7 percent, and an expected term of five years which resulted in an estimated fair value of $7.82 per 2024 Common Warrant.

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


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

As of June 30, 2024, 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 condensed consolidated financial statements. The Company maintains the credit risk in this portfolio in accordance with its internal policies and, if necessary, makes changes to investments to minimize credit risk. The Company has not experienced any counterparty credit losses. As of June 30, 2024, and December 31, 2023, 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.

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+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (24,883)	$ (18,690)	$ (48,318)	$ (24,084)

- Definition

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

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+ Details

STOCK-BASED COMPENSATION - Schedule of Fair Value of Awards Vested (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of shares vested	$ 1,255	$ 181	$ 2,719	$ 181
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of shares vested	244	1,892	629	2,034
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of shares vested	$ 0	$ 929	$ 0	$ 1,005

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: 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 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating activities
Net loss	$ (55,450)	$ (25,903)
Adjustments to reconcile net loss to net cash used by operating activities:
Royalty liability interest expense - related parties	17,078	2,617
Depreciation and amortization	3,554	1,191
Stock-based compensation	5,343	5,842
Change in fair value of liability classified Class A common stock warrants	(1,190)	371
Other	(28)	0
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(528)	1,377
Due to/from related parties	0	(95)
Prepaid expenses and other current assets	(30)	47
Accounts payable	(24)	(2,270)
Accrued expenses	1,026	1,296
Accrued compensation	(170)	1,411
Deferred revenue	410	251
Right-of-use assets and lease obligations, net	(184)	49
Other assets and liabilities, net	(335)	(303)
Net cash used by operating activities	(30,528)	(14,119)
Investing activities
Cash acquired from merger with Cibus Global, LLC	0	59,381
Purchases of property, plant, and equipment	(397)	(560)
Net cash (used by) provided by investing activities	(397)	58,821
Financing activities
Proceeds from issuances of securities	30,256	0
Costs incurred related to issuances of securities	(1,130)	0
Proceeds from draws on revolving line of credit from Cibus Global, LLC	0	2,500
Payment of taxes related to vested restricted stock units	(214)	(742)
Proceeds from issuance of notes payable	0	1,287
Repayments of financing lease obligations	(60)	(110)
Repayments of notes payable	(600)	(273)
Net cash provided by financing activities	28,252	2,662
Effect of exchange rate changes on cash and cash equivalents	(5)	5
Net (decrease) increase in cash and cash equivalents	(2,678)	47,369
Cash and cash equivalents – beginning of period	32,699	3,526
Cash and cash equivalents – end of period	$ 30,021	$ 50,895

GOODWILL AND INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2024	$ 916
2025	1,833
2026	1,833
2027	1,833
2028	1,833
2029	$ 1,833

GOODWILL AND INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2024

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 (of which $150.4 million was impaired in the fourth quarter of 2023). The Company had no goodwill prior to the Merger Transactions. Goodwill represents future economic benefits arising from acquiring Cibus Global, primarily due to its strong market position and its assembled workforce that are not individually identified and separately recognized as intangible assets. None of the goodwill recognized is expected

to be deductible for income tax purposes.

Intangible Assets

Intangible assets were as follows:


In Thousands	As of June 30, 2024		As of December 31, 2023
Intangible Assets, net:
Developed technology	$	14,148	$	14,148
Trade name	22,230		22,230
Other	150		150
Total intangible assets	36,528		36,528
Less accumulated amortization	(2,034)		(1,117)
Total	$	34,494	$	35,411

Total amortization expense is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Amortization expense	$	459	$	155	$	917	$	208

As of June 30, 2024, amortization expense for each of the next five years is estimated as follows:


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

SUPPLEMENTAL INFORMATION - Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Stock-based compensation expense:
Total	$ 2,815	$ 5,014	$ 5,343	$ 5,842
Research and development
Stock-based compensation expense:
Total	779	2,494	1,660	2,678
Selling, general, and administrative
Stock-based compensation expense:
Total	$ 2,036	$ 2,520	$ 3,683	$ 3,164

STOCKHOLDERS' EQUITY - Preferred Stock (Details) - $ / shares	Jun. 30, 2024	May 31, 2023
Equity [Abstract]
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued (in shares)	0

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK - Schedule of Fair Value of the Common Warrants (Details)	Jun. 30, 2024 yr	Dec. 31, 2023 yr
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Estimated fair value of common warrants per share		8.95
2024 Common Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Estimated fair value of common warrants per share	7.82
Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Estimated fair value of common warrants per share	3.16
Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Estimated fair value of common warrants per share	7.61
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions:		0.039
Risk-free interest rate \| 2024 Common Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions:	0.044
Risk-free interest rate \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions:	0.043
Risk-free interest rate \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions:	0.045
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions:		1.007
Expected volatility \| 2024 Common Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions:	1.027
Expected volatility \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions:	1.031
Expected volatility \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions:	1.055
Expected term to liquidation (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions:		3.6
Expected term to liquidation (in years) \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions:	3.2
Expected term to liquidation (in years) \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions:	5.0

STOCK-BASED COMPENSATION - Schedule of Fair Values of Stock Options Granted and Assumptions used in Black-Scholes Model (Details) - Stock Options - $ / shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Estimated fair values of stock options granted (USD per share)	$ 11.59	$ 0
Assumptions:
Risk-free interest rate	4.50%	0.00%
Expected volatility, minimum	99.80%
Expected volatility, maximum	102.50%
Expected volatility		0.00%
Expected term (in years)		0 years
Minimum
Assumptions:
Expected term (in years)	5 years
Maximum
Assumptions:
Expected term (in years)	5 years 6 months

STOCK-BASED COMPENSATION

6 Months Ended

Jun. 30, 2024

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 and former parent company 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.

As of June 30, 2024, 1,960,288 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 the 2014 Plan.

Stock Options

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


	Six Months Ended June 30,
	2024			2023
Estimated fair values of stock options granted	$	11.59		$	—
Assumptions:
Risk-free interest rate	4.5		%	—		%
Expected volatility	99.8% - 102.5%			—		%
Expected term (in years)	5.0 - 5.5			—

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.

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, 2023	108,781	$	365.07	109,521	$	367.35
Granted	—	—		41,396	14.82
Vested	18,598	26.55		—	—
Exercised	—	—		—	—
Forfeited	—	—		(18)	227.00
Balance as of June 30, 2024	127,379	$	315.64	150,899	$	270.66

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Stock-based compensation expense	$	249	$	1,441	$	268	$	1,795

As of June 30, 2024, options outstanding had no aggregate intrinsic value and a weighted average remaining contractual term of 4.9 years. As of June 30, 2024, options exercisable had no aggregate intrinsic value and a weighted average remaining contractual term of 3.9 years.

As of June 30, 2024, unrecognized compensation expense related to non-vested stock options was $0.3 million which has a weighted average remaining recognition period of 0.9 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, 2023	640,060	$	31.50
Granted	—	—
Vested	(168,313)	31.50
Forfeited	(2,652)	31.50
Unvested balance as of June 30, 2024	469,095	$	31.50

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Fair value of shares vested	$	1,255	$	181	$	2,719	$	181

There were no RSAs granted during the six months ended June 30, 2024. The weighted average grant date fair value of RSAs granted during the six months ended June 30, 2023, was $31.50.

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Stock-based compensation expense	$	2,410	$	1,924	$	4,856	$	1,924

As of June 30, 2024, unrecognized compensation expense related to RSAs was $14.7 million which has a weighted average remaining recognition period of 2.0 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, 2023	147,222	$	18.21
Granted	65,019	18.60
Vested	(36,476)	18.46
Forfeited	(60,224)	18.15
Unvested balance as of June 30, 2024	115,541	$	18.38

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Fair value of shares vested	$	244	$	1,892	$	629	$	2,034

The weighted average grant date fair value of RSUs granted during the six months ended June 30, 2024, was $18.60. The weighted average grant date fair value of RSUs granted during the six months ended June 30, 2023, was $21.68.

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Stock-based compensation expense	$	156	$	2,082	$	219	$	2,393

As of June 30, 2024, unrecognized compensation expense related to RSUs was $2.0 million which has a weighted average remaining recognition period of 3.2 years.

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.

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Fair value of shares vested	$	—	$	929	$	—	$	1,005

There were no PSUs granted during the six months ended June 30, 2024. The weighted average grant date fair value of PSUs granted

during the six months ended June 30, 2023, was $25.65.

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Stock-based compensation benefit	$	—	$	(433)	$	—	$	(270)

As of June 30, 2024, there is no unrecognized compensation expense related to PSUs.

COVER PAGE - shares	6 Months Ended
COVER PAGE - shares	Jun. 30, 2024	Aug. 07, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-38161
Entity Registrant Name	Cibus, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-1967997
Entity Address, Address Line One	6455 Nancy Ridge Drive
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	(858)
Local Phone Number	450-0008
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	CBUS
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001705843
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		23,088,529
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		3,112,516

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK - Schedule of Fair Value Measurements and Financial Statement Presentation (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Fair Value of Assets
Total	$ 1,043	$ 7,015
Fair Value of Liabilities
Common Warrants	10,379	1,418
Total	10,379	1,418
Common Warrants
Fair Value of Liabilities
Common Warrants	10,379	1,418
Level 1
Fair Value of Assets
Total	1,043	7,015
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	10,379	1,418
Level 3 \| Common Warrants
Fair Value of Liabilities
Common Warrants	10,379	1,418
Money Market Funds
Fair Value of Assets
Money market funds	1,043	7,015
Money Market Funds \| Level 1
Fair Value of Assets
Money market funds	1,043	7,015
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

GOODWILL AND INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 36,528	$ 36,528
Less accumulated amortization	(2,034)	(1,117)
Total	34,494	35,411
Developed technology
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	14,148	14,148
Trade name
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	22,230	22,230
Other
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 150	$ 150

- 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

LEASES, COMMITMENTS, AND CONTINGENCIES - Narrative (Details)	Jun. 30, 2024 USD ($) option
Minimum
Other Commitments [Line Items]
Charitable contribution obligation, percentage of net royalty revenue	1.00%
Charitable contribution obligation, net royalty revenue threshold \| $	$ 100,000,000
Maximum
Other Commitments [Line Items]
Charitable contribution obligation, percentage of net royalty revenue	2.00%
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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Net loss	$ (28,478)	$ (20,509)	$ (55,450)	$ (25,903)
Foreign currency translation adjustments	(5)	(2)	(33)	(2)
Comprehensive loss	(28,483)	(20,511)	(55,483)	(25,905)
Comprehensive loss attributable to redeemable noncontrolling interest	(3,596)	(1,819)	(7,136)	(1,819)
Comprehensive loss attributable to Cibus, Inc.	$ (24,887)	$ (18,692)	$ (48,347)	$ (24,086)

- Definition

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

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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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+ Details

STOCK-BASED COMPENSATION - Schedule of Nonvested Shares Activity (Details) - $ / shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Restricted Stock
Restricted Stock Awards/Units
Unvested beginning balance (in shares)	640,060
Granted (in shares)	0
Vested (in shares)	(168,313)
Forfeited (in shares)	(2,652)
Unvested ending balance (in shares)	469,095
Weighted Average Grant Date Fair Value
Unvested beginning balance (in dollars per share)	$ 31.50
Granted (in dollars per share)	0	$ 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
Restricted Stock Units
Restricted Stock Awards/Units
Unvested beginning balance (in shares)	147,222
Granted (in shares)	65,019
Vested (in shares)	(36,476)
Forfeited (in shares)	(60,224)
Unvested ending balance (in shares)	115,541
Weighted Average Grant Date Fair Value
Unvested beginning balance (in dollars per share)	$ 18.21
Granted (in dollars per share)	18.60	$ 21.68
Vested (in dollars per share)	18.46
Forfeited (in dollars per share)	18.15
Unvested ending balance (in dollars per share)	$ 18.38

MERGER WITH CIBUS GLOBAL (Tables)

6 Months Ended

Jun. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [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 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

Schedule of Business Acquisition, Pro Forma Information

These unaudited pro forma figures for the three and six months ended June 30, 2023, 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.


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

COLLABORATION AGREEMENT

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

COLLABORATION AGREEMENT

COLLABORATION AGREEMENTPrior to the Merger Transactions, Cibus Global and Procter & Gamble (P&G), a leading multi-national consumer product company, entered into a collaboration agreement under which P&G will fund a multi-year program to develop sustainable low carbon ingredients or materials that do not negatively impact the environment during production, use, or disposal to help P&G advance its sustainability objectives. As of June 30, 2024, the Company had $1.6 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.

Revenue recognized in the condensed consolidated statements of operations related to the collaboration agreement is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Collaboration agreement deferred revenue recognized	$	619	$	87	$	791	$	87

STOCKHOLDERS' EQUITY (Tables)

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Schedule of Disclosure of Warrants Transactions

Warrant transactions for the six months ended June 30, 2024, 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, 2023	50,000	$	0.01	158,483	$	69.04
Issued	—	—		1,298,040	10.01
Forfeited/canceled	—	—		—	—
Exercised	—	—		—	—
Outstanding as of June 30, 2024	50,000	$	0.01	1,456,523	$	16.43
Exercisable as of June 30, 2024	50,000	$	0.01	1,456,523	$	16.43

LEASES, COMMITMENTS, AND CONTINGENCIES - Schedule of Non-Cancellable Operating Leases (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Operating Leased Assets [Line Items]
Right-of-Use-Asset	$ 35,603	$ 21,685
Roseville, Minnesota lease
Operating Leased Assets [Line Items]
Remaining Term (years)	13 years 9 months 18 days	14 years 3 months 18 days
Right-of-Use-Asset	$ 12,857	$ 13,117
San Diego, California laboratory lease
Operating Leased Assets [Line Items]
Remaining Term (years)	1 year 2 months 12 days	1 year 8 months 12 days
Right-of-Use-Asset	$ 2,407	$ 3,377
San Diego, California headquarters lease
Operating Leased Assets [Line Items]
Remaining Term (years)	8 years 9 months 18 days	1 year 4 months 24 days
Right-of-Use-Asset	$ 18,535	$ 3,178
San Diego, California greenhouse lease
Operating Leased Assets [Line Items]
Remaining Term (years)	4 years 2 months 12 days	4 years 8 months 12 days
Right-of-Use-Asset	$ 1,342	$ 1,475
Other leases
Operating Leased Assets [Line Items]
Right-of-Use-Asset	$ 462	$ 538
Other leases \| Minimum
Operating Leased Assets [Line Items]
Remaining Term (years)	1 year	1 year
Other leases \| Maximum
Operating Leased Assets [Line Items]
Remaining Term (years)	3 years	3 years

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

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value Measurements and Financial Statement Presentation

The Company’s financial instruments measured at fair value and their respective levels in the fair value hierarchy as of June 30, 2024, and December 31, 2023, were as follows:


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

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


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

Schedule of Common Warrants Activity

The following table summarizes the Common Warrants activity for the six months ended June 30, 2024:


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

The following table summarizes the Common Warrants activity for the six months ended June 30, 2023:


In Thousands	Level 3 Fair Value of Liabilities
Balance as of December 31, 2022	$	291
Change in fair value	371
Balance as of June 30, 2023	$	662

Schedule of Fair Value of the Common Warrants

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


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

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Stock by Class (Details) - shares	Jun. 30, 2024	Dec. 31, 2023	May 31, 2023
Class of Stock [Line Items]
Authorized (in shares)	300,000,000		300,000,000
Issued (in shares)	26,642,205
Outstanding (in shares)	26,127,933
Class A Common Stock
Class of Stock [Line Items]
Authorized (in shares)	210,000,000	210,000,000	210,000,000
Issued (in shares)	23,529,689	21,240,379
Outstanding (in shares)	23,015,417	20,567,656
Class B Common Stock
Class of Stock [Line Items]
Authorized (in shares)	90,000,000	90,000,000	90,000,000
Issued (in shares)	3,112,516	3,142,636
Outstanding (in shares)	3,112,516	3,142,636

- 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
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483014/272-10-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482987/272-10-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(d))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Subparagraph (e)
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 9: 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 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
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-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

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

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
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-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 15: 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
-Topic 946
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-Subparagraph (SX 210.6-03(i)(2)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

+ Details

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Numerator:
Net loss	$ (24,883)	$ (18,690)	$ (48,318)	$ (24,084)
Denominator:
Weighted average shares of Class A common stock outstanding (in shares)	21,801,982	6,136,114	21,307,460	3,576,350
Effect of pre-funded warrants (in shares)	50,000	0	50,000	0
Weighted average shares of Class A common stock outstanding - basic (in shares)	21,851,982	6,136,114	21,357,460	3,576,350
Weighted average shares of Class A common stock outstanding - diluted (in shares)	21,851,982	6,136,114	21,357,460	3,576,350
Basic net loss per share of Class A common stock (in dollars per share)	$ (1.14)	$ (3.05)	$ (2.26)	$ (6.73)
Diluted net loss per share of Class A common stock (in dollars per share)	$ (1.14)	$ (3.05)	$ (2.26)	$ (6.73)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

- Definition

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

+ References

+ Details

LEASES, COMMITMENTS, AND CONTINGENCIES (Tables)

6 Months Ended

Jun. 30, 2024

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

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

The components of lease expense were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Finance lease costs	$	56	$	11	$	115	$	14
Operating lease costs	1,685		807		3,369		1,195
Total	$	1,741	$	818	$	3,484	$	1,209

Supplemental cash flow information related to leases was as follows:


	Six Months Ended June 30,
In Thousands		2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows (operating leases)		$	2,763	$	551
Financing cash flows (finance leases)		$	60	$	110

Supplemental balance sheet information related to leases was as follows:


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

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

As of June 30, 2024, future minimum payments under operating and finance leases were as follows:


In Thousands	Operating		Financing		Total
Remainder of 2024	$	2,497	$	120	$	2,617
2025	5,433		120		5,553
2026	5,047		—		5,047
2027	5,045		—		5,045
2028	5,081		—		5,081
2029	4,905		—		4,905
Thereafter	25,316		—		25,316
	53,324		240		53,564
Less: interest	(16,638)		(16)		(16,654)
Total	$	36,686	$	224	$	36,910
Current portion	3,862		105		3,967
Noncurrent portion	$	32,824	$	119	$	32,943

Schedule of Finance Lease, Liability, to be Paid, Maturity

As of June 30, 2024, future minimum payments under operating and finance leases were as follows:


In Thousands	Operating		Financing		Total
Remainder of 2024	$	2,497	$	120	$	2,617
2025	5,433		120		5,553
2026	5,047		—		5,047
2027	5,045		—		5,045
2028	5,081		—		5,081
2029	4,905		—		4,905
Thereafter	25,316		—		25,316
	53,324		240		53,564
Less: interest	(16,638)		(16)		(16,654)
Total	$	36,686	$	224	$	36,910
Current portion	3,862		105		3,967
Noncurrent portion	$	32,824	$	119	$	32,943

LEASES, COMMITMENTS, AND CONTINGENCIES - Schedule of Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Finance lease costs	$ 56	$ 11	$ 115	$ 14
Operating lease costs	1,685	807	3,369	1,195
Total	$ 1,741	$ 818	$ 3,484	$ 1,209

LEASES, COMMITMENTS, AND CONTINGENCIES

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

LEASES, COMMITMENTS, AND CONTINGENCIES

Leases

The Company's financing lease ROU assets are included in other non-current assets in the condensed consolidated balance sheets.

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


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

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.

The Company's headquarters are located in San Diego, California where it leases its headquarters facility, which includes office and laboratory space, and it has a trait development facility for editing plants with terms that expire in March 2033 and August 2025, respectively. In June 2024, the headquarters facility lease term was extended until March 2033. The headquarters facility lease includes one option to extend the lease that the Company is not reasonably certain to exercise at the lease commencement; therefore, the

extension term is not recognized in the calculation of the lease liability. The Company has one option to extend the trait development 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:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Finance lease costs	$	56	$	11	$	115	$	14
Operating lease costs	1,685		807		3,369		1,195
Total	$	1,741	$	818	$	3,484	$	1,209

Operating lease costs for short-term leases was not material for the three and six months ended June 30, 2024, or 2023.

Supplemental cash flow information related to leases was as follows:


	Six Months Ended June 30,
In Thousands		2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows (operating leases)		$	2,763	$	551
Financing cash flows (finance leases)		$	60	$	110

Supplemental balance sheet information related to leases was as follows:


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

As of June 30, 2024, future minimum payments under operating and finance leases were as follows:


In Thousands	Operating		Financing		Total
Remainder of 2024	$	2,497	$	120	$	2,617
2025	5,433		120		5,553
2026	5,047		—		5,047
2027	5,045		—		5,045
2028	5,081		—		5,081
2029	4,905		—		4,905
Thereafter	25,316		—		25,316
	53,324		240		53,564
Less: interest	(16,638)		(16)		(16,654)
Total	$	36,686	$	224	$	36,910
Current portion	3,862		105		3,967
Noncurrent portion	$	32,824	$	119	$	32,943

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 June 30, 2024, 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 June 30, 2024, the Company had not recorded a liability related to its obligations to the Cibus Non-Profit Foundation within the accompanying condensed consolidated financial statements.

Litigation and Claims

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

LEASES, COMMITMENTS, AND CONTINGENCIES

Leases


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

The components of lease expense were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Finance lease costs	$	56	$	11	$	115	$	14
Operating lease costs	1,685		807		3,369		1,195
Total	$	1,741	$	818	$	3,484	$	1,209

Operating lease costs for short-term leases was not material for the three and six months ended June 30, 2024, or 2023.

Supplemental cash flow information related to leases was as follows:


	Six Months Ended June 30,
In Thousands		2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows (operating leases)		$	2,763	$	551
Financing cash flows (finance leases)		$	60	$	110

Supplemental balance sheet information related to leases was as follows:


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

As of June 30, 2024, future minimum payments under operating and finance leases were as follows:


In Thousands	Operating		Financing		Total
Remainder of 2024	$	2,497	$	120	$	2,617
2025	5,433		120		5,553
2026	5,047		—		5,047
2027	5,045		—		5,045
2028	5,081		—		5,081
2029	4,905		—		4,905
Thereafter	25,316		—		25,316
	53,324		240		53,564
Less: interest	(16,638)		(16)		(16,654)
Total	$	36,686	$	224	$	36,910
Current portion	3,862		105		3,967
Noncurrent portion	$	32,824	$	119	$	32,943

Litigation and Claims

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

LEASES, COMMITMENTS, AND CONTINGENCIES

Leases


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

The components of lease expense were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Finance lease costs	$	56	$	11	$	115	$	14
Operating lease costs	1,685		807		3,369		1,195
Total	$	1,741	$	818	$	3,484	$	1,209

Operating lease costs for short-term leases was not material for the three and six months ended June 30, 2024, or 2023.

Supplemental cash flow information related to leases was as follows:


	Six Months Ended June 30,
In Thousands		2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows (operating leases)		$	2,763	$	551
Financing cash flows (finance leases)		$	60	$	110

Supplemental balance sheet information related to leases was as follows:


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

As of June 30, 2024, future minimum payments under operating and finance leases were as follows:


In Thousands	Operating		Financing		Total
Remainder of 2024	$	2,497	$	120	$	2,617
2025	5,433		120		5,553
2026	5,047		—		5,047
2027	5,045		—		5,045
2028	5,081		—		5,081
2029	4,905		—		4,905
Thereafter	25,316		—		25,316
	53,324		240		53,564
Less: interest	(16,638)		(16)		(16,654)
Total	$	36,686	$	224	$	36,910
Current portion	3,862		105		3,967
Noncurrent portion	$	32,824	$	119	$	32,943

Litigation and Claims

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

STOCKHOLDERS' EQUITY - Follow-on Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions	Dec. 14, 2023	Jun. 30, 2024
2022 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
2022 Follow On Public Offering \| 2022 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
Maximum voting percentage, before warrants cannot be exercised		4.99%
2023 Follow-on Public Offering
Stockholders Equity [Line Items]
Offering price (in dollars per share)	$ 9.00
Net proceeds on issuance of common stock	$ 18.6
2023 Follow-on Public Offering \| Executive Officer
Stockholders Equity [Line Items]
Offering price (in dollars per share)	$ 10.58
2023 Follow-on Public Offering \| Class A Common Stock
Stockholders Equity [Line Items]
Issuance of common stock (in shares)	2,106,723
2023 Follow-on Public Offering \| Pre-Funded Warrants
Stockholders Equity [Line Items]
Exercise price of warrants (in dollars per share)	$ 0.01
Warrants issued (in shares)	50,000
Offering price (in dollars per share)	$ 10.57

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
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

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

LEASES, COMMITMENTS, AND CONTINGENCIES - Schedule of Supplemental Balance Sheet Information Related to Leases (Details)	Jun. 30, 2024	Dec. 31, 2023
Operating
Weighted average remaining lease term (years)	10 years 3 months 18 days	10 years 7 months 6 days
Weighted average discount rate	7.50%	7.50%
Financing
Weighted average remaining lease term (years)	1 year 3 months 18 days	1 year 3 months 18 days
Weighted average discount rate	10.60%	9.80%

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

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The unaudited condensed consolidated financial statements of Cibus, Inc. (Cibus or the Company and, prior to the completion of the Merger Transactions (as defined below), Calyxt, Inc., or Legacy Calyxt) have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP or GAAP) for interim financial information and the rules and regulations of the Securities and Exchange Commission (SEC) applicable to interim financial statements and has included the accounts of Cibus, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In the Company’s opinion, the accompanying condensed consolidated financial statements reflect all adjustments necessary for a fair presentation of its statements of financial position, results of operations, and cash flows for the periods presented but they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Except as otherwise disclosed herein, these adjustments consist of normal recurring items. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole or any other interim period.

For further information, refer to the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 21, 2024 (Annual Report). The accompanying condensed consolidated balance sheet as of December 31, 2023, was derived from the audited consolidated financial statements. This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Annual Report.

Use of Estimates

Use of Estimates

The preparation of the Company’s condensed 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 condensed 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, the assumptions underlying the determination of the estimated incremental borrowing rate for the determination of the Company’s operating lease right-of-use (ROU) assets, valuation of warrant liabilities, 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 condensed 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 condensed 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 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.

Contract Assets and Liabilities

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 June 30, 2024, which are included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets. There were $0.2 million in contract assets as of December 31, 2023.

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 condensed consolidated balance sheets. The Company expects to recognize the amounts included in deferred revenues within one year.

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 10) collected by the Company from customers and, in turn, expected Royalty Payments (as defined in Note 10) based on these Subject Revenues to be paid to Royalty Holders (as defined in Note 10) over the life of the arrangement based on 10 percent of the actual Subject Revenues collected. The Warrant Exchange Agreement (as defined in Note 10) 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 condensed 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 performance stock units (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 research and development (R&D) and selling, general, and administrative (SG&A) expenses in the Company’s condensed consolidated statements of operations.

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.See Note 6 for a detailed discussion of the 2023 Pre-Funded Warrants issued in December 2023. The 2023 Pre-Funded Warrants remain outstanding and exercisable, subject to an ownership limitation, as of June 30, 2024. The 2023 Pre-Funded Warrants are considered equity instruments and are reported in stockholders’ equity in the Company’s condensed consolidated balance sheets. 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 antidilutive.

The following table shows the computation of basic and diluted net loss per share of Class A Common Stock for the three and six months ended June 30, 2024, and 2023:


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

The Company’s potential dilutive securities, which include warrants issued by the Company (which can be exercised to purchase the Company's Class A Common Stock) in a follow-on offering in 2022 (the 2022 Common Warrants) and in a registered direct offering in June 2024 (the 2024 Common Warrants and, together with the 2022 Common Warrants, the Common Warrants), 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.

Common Warrants

2022 Common Warrants

The Common Warrants in the table above include 158,483 outstanding 2022 Common Warrants which 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 2022 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 2022 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 2022 Common Warrant, holder may elect to receive either the consideration of the Fundamental Transaction or put the 2022 Common Warrants back to the Company in exchange for cash, based on terms and timing specified in the 2022 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 2022 Common Warrants. The Company believes that the Merger Transactions did not qualify as a Fundamental Transaction.

2024 Common Warrants

The Company issued the 2024 Common Warrants in the 2024 Follow-On Offering, defined below in Note 6. The Common Warrants included in the table above include 1,298,040 outstanding 2024 Common Warrants which are immediately exercisable at an exercise price of $10.00 per share (or $10.07 per share, in the case of 2024 Common Warrants issued to one of the Company’s executive officers) until fully exercised, subject to ownership limitations, and expire five years after their date of issuance. The 2024 Common Warrants are recorded as a liability in the Company’s condensed consolidated balance sheets.

Common Warrants

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, net in its condensed consolidated statements of operations.

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 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.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, requiring public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are also required to apply the disclosure requirements. The standard is effective for annual reporting periods beginning after December 15, 2023, and for interim reporting periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07.

STOCKHOLDERS' EQUITY - Registered Direct Offering (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Stockholders Equity [Line Items]
Selling, general, and administrative		$ 9,327	$ 11,079	$ 16,312	$ 13,375
Common Warrants
Stockholders Equity [Line Items]
Issued				10,151
2024 Common Warrant
Stockholders Equity [Line Items]
Selling, general, and administrative				800
Class A Common Stock \| 2024 Common Warrant
Stockholders Equity [Line Items]
Issued				$ 2,600
Registered Direct Offering
Stockholders Equity [Line Items]
Net proceeds on issuance of common stock	$ 12,000
Registered Direct Offering \| 2024 Common Warrant
Stockholders Equity [Line Items]
Warrants issued (in shares)	1,298,040	1,298,040		1,298,040
Exercise price of warrants (in dollars per share)	$ 10.00	$ 10.00		$ 10.00
Class of warrant or right, redemption price of warrants or rights (in dollars per share)	0.0001	0.0001		0.0001
Registered Direct Offering \| 2024 Common Warrant \| Executive Officer
Stockholders Equity [Line Items]
Exercise price of warrants (in dollars per share)	10.07	10.07		10.07
Executive officers offering price per share (in dollars per share)	$ 10.20	10.20		10.20
Registered Direct Offering \| Class A Common Stock
Stockholders Equity [Line Items]
Issuance of common stock (in shares)	1,298,040
Warrants and rights outstanding, redemption, share price (in dollars per share)	$ 20.00	$ 20.00		$ 20.00
Warrants and rights outstanding, redemption, consecutive trading days (in days)	15 days	15 days		15 days

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Deferred Revenue Activity (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Contract with Customer, Liability [Roll Forward]
Beginning balance	$ 1,210	$ 107
Acquired from merger with Cibus Global, LLC		1,186
Consideration earned	(1,383)	(239)
Consideration received	1,796	493
Ending balance	$ 1,623	$ 1,547

STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

STOCKHOLDERS' EQUITY

STOCKHOLDERS’ EQUITY

2022 Common Warrants

The Company issued the 2022 Common Warrants in a follow-on offering in 2022. The 2022 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. The 2022 Common Warrants are recorded as a liability in the Company’s condensed consolidated balance sheets. Per the terms of the 2022 Common Warrants, holders of outstanding 2022 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 up to 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 June 30, 2024. The 2023 Pre-Funded Warrants were recorded as a component of stockholders’ equity within additional paid-in capital in the accompanying condensed consolidated balance sheets, and the shares issuable upon exercise are included in the determination of the Company’s basic and diluted net loss per share of Class A Common Stock.

June 2024 Registered Direct Offering

In June 2024, the Company issued 1,298,040 shares of its Class A Common Stock together with an accompanying 2024 Common Warrant to purchase up to 1,298,040 shares of Class A Common Stock in a registered direct offering (2024 Follow-On Offering). The combined offering price for each share of Class A Common Stock and the accompanying 2024 Common Warrant was $10.00 per share, except that each share of Class A Common Stock and the accompanying 2024 Common Warrant issued to one of the Company’s executive officers was issued at a combined offering price of $10.20 per share. The 2024 Common Warrants are immediately exercisable at an exercise price of $10.00 per share (or $10.07 per share, in the case of 2024 Common Warrants issued to one of the Company’s executive officers) until fully exercised, subject to ownership limitations, and expire five years after their date of issuance. The Company received net proceeds of approximately $12.0 million from the 2024 Follow-On Offering, after deducting the underwriting discounts and commissions and other offering expenses payable by the Company. The net proceeds were allocated between the 2024 Common Warrants and the Class A Common Stock based on their relative fair values. The fair value of the 2024 Common Warrants was $10.2 million with associated costs of $0.8 million included in SG&A expense in the condensed consolidated statements of operations. The net proceeds of Class A Common Stock were $2.6 million.

The 2024 Common Warrants are recorded as a liability in the Company’s condensed consolidated balance sheets. The 2024 Common Warrants may be redeemed at the Company’s option at any time following the occurrence of (i) the Company’s public announcement of an operational Soybean platform and (ii) the first date on which the closing price of the Class A Common Stock on Nasdaq equals or exceeds $20.00 per share for fifteen consecutive trading days, at a redemption price of $0.0001 per 2024 Common Warrant.

Warrant transactions for the six months ended June 30, 2024, 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, 2023	50,000	$	0.01	158,483	$	69.04
Issued	—	—		1,298,040	10.01
Forfeited/canceled	—	—		—	—
Exercised	—	—		—	—
Outstanding as of June 30, 2024	50,000	$	0.01	1,456,523	$	16.43
Exercisable as of June 30, 2024	50,000	$	0.01	1,456,523	$	16.43

ATM Facility

During the six months ended June 30, 2024, the Company issued 927,326 shares of Class A Common Stock and received net proceeds of approximately $16.5 million from the ATM Facility. Subsequently, from July 1, 2024, through August 7, 2024, the Company issued 47,401 shares of Class A Common Stock and has received net proceeds of approximately $0.5 million from the ATM Facility.

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 six months ended June 30, 2024, there were 30,120 Up-C Units exchanged by Electing Members for Class A Common Stock. As of June 30, 2024, there were 26,127,933 Cibus Common Units outstanding. Of the 26,127,933 Cibus Common Units outstanding, 23,015,417 are held by Cibus Inc. and 3,112,516 are held by the Electing Members.

Preferred Stock

Pursuant to the Amended Certificate of Incorporation, following the consummation of the Merger Transactions, the Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.0001 per share. As of June 30, 2024, 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/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
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+ Details

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ / shares in Units, $ in Thousands			1 Months Ended		3 Months Ended		6 Months Ended
	May 31, 2023 class_of_stock $ / shares shares	Apr. 24, 2023	Aug. 07, 2024 USD ($) shares	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2023 USD ($)	Jan. 02, 2024 USD ($)	Dec. 31, 2023 USD ($) $ / shares shares	May 30, 2023 $ / shares
Class of Warrant or Right [Line Items]
Number of classes of stock \| class_of_stock	2
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Reverse stock split conversion ratio	0.2
Common and preferred stock, shares authorized (in shares)	310,000,000
Common stock, shares authorized (in shares)	300,000,000			300,000,000	300,000,000		300,000,000
Preferred stock, shares authorized (in shares)	10,000,000			10,000,000	10,000,000		10,000,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001			$ 0.0001	$ 0.0001		$ 0.0001
Net loss \| $					$ 28,478	$ 20,509	$ 55,450	$ 25,903
Net cash used by operating activities \| $							30,528	14,119
Cash and cash equivalents \| $				$ 30,021	30,021		30,021			$ 32,699
Total current liabilities \| $				28,972	28,972		28,972			21,323
Contract assets \| $				$ 200	$ 200		200			$ 200
Revenue recognized from deferred revenue balance \| $							$ 600	$ 100
Fundamental transaction voting threshold, percent				50.00%	50.00%		50.00%
At-The-Market Offering
Class of Warrant or Right [Line Items]
Aggregate initial offering price, maximum \| $									$ 80,000
Number of shares issued in transaction (in shares)							927,326
Net proceeds on issuance of common stock \| $							$ 16,500
At-The-Market Offering \| Subsequent Event
Class of Warrant or Right [Line Items]
Number of shares issued in transaction (in shares)			47,401
Net proceeds on issuance of common stock \| $			$ 500
Registered Direct Offering
Class of Warrant or Right [Line Items]
Net proceeds on issuance of common stock \| $				$ 12,000
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)	20,150,838
2022 Common Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)				158,483	158,483		158,483
Number of securities called by each warrant (in shares)				1	1		1
Exercise price of warrants (in dollars per share) \| $ / shares				$ 69.04	$ 69.04		$ 69.04
2024 Common Warrant
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)				1,298,040	1,298,040		1,298,040
2024 Common Warrant \| Registered Direct Offering
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share) \| $ / shares				$ 10.00	$ 10.00		$ 10.00
2024 Common Warrant \| Registered Direct Offering \| Executive Officer
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share) \| $ / shares				10.07	10.07		10.07
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			$ 0.0001
Stock issued during period for acquisitions (in shares)	16,527,484
Common stock, shares authorized (in shares)	210,000,000			210,000,000	210,000,000		210,000,000			210,000,000
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)	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			$ 0.0001
Common stock, shares authorized (in shares)	90,000,000			90,000,000	90,000,000		90,000,000			90,000,000
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)	4,642,636
Restricted Common Class A
Class of Warrant or Right [Line Items]
Stock issued during period for acquisitions (in shares)	1,019,282

LEASES, COMMITMENTS, AND CONTINGENCIES - Schedule of Other Information Related to Leases (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Operating cash flows (operating leases)	$ 2,763	$ 551
Financing cash flows (finance leases)	$ 60	$ 110

COLLABORATION AGREEMENT (Tables)

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Revenue Recognized in the Condensed Consolidated Statements of Operations

Revenue recognized in the condensed consolidated statements of operations related to the collaboration agreement is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Collaboration agreement deferred revenue recognized	$	619	$	87	$	791	$	87

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK - Schedule of Common Warrants Activity (Details) - Common Warrants - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Warrant activity, Fair Value [Roll Forward]
Beginning, balance	$ 1,418	$ 291
Issued	10,151
Change in fair value	(1,190)	371
Ending, balance	$ 10,379	$ 662

SUBSEQUENT EVENTS (Details) - At-The-Market Offering $ in Millions	6 Months Ended
	Jun. 30, 2024 USD ($) shares
Subsequent Event [Line Items]
Number of shares issued in transaction (in shares) \| shares	927,326
Net proceeds on issuance of common stock \| $	$ 16.5

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Common stock, shares authorized (in shares)	300,000,000
Common stock, shares issued (in shares)	26,642,205
Common stock, shares outstanding (in shares)	26,127,933
Treasury stock, shares (in shares)	45,177	32,663
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	210,000,000
Common stock, shares issued (in shares)	23,529,689	21,240,379
Common stock, shares outstanding (in shares)	23,015,417	20,567,656
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	90,000,000
Common stock, shares issued (in shares)	3,112,516	3,142,636
Common stock, shares outstanding (in shares)	3,112,516	3,142,636

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	At-The-Market Offering	Registered Direct Offering	Class A Common Stock	Class B Common Stock	Common Stock Class A Common Stock	Common Stock Class A Common Stock At-The-Market Offering	Common Stock Class A Common Stock Registered Direct Offering	Common Stock Class B Common Stock	Additional Paid-In Capital	Additional Paid-In Capital At-The-Market Offering	Additional Paid-In Capital Registered Direct Offering	Shares in Treasury	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)
Beginning balance at Dec. 31, 2022	$ 0
Increase (Decrease) in Temporary Equity [Roll Forward]
Net loss	(1,819)
Redeemable noncontrolling interest resulting from merger with Cibus Global, LLC	138,685
Ending balance at Jun. 30, 2023	136,866
Beginning balance (in shares) at Dec. 31, 2022						976,908			0
Beginning balance at Dec. 31, 2022	7,233					$ 5			$ 0	$ 220,422			$ (1,043)	$ (212,151)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(24,084)													(24,084)
Stock-based compensation	5,842									5,842
Issuance of common stock resulting from merger with Cibus Global, LLC (in shares)						15,508,202			4,642,636
Issuance of common stock resulting from merger with Cibus Global, LLC	634,751					$ 3				634,748
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units (in shares)						153,938
Payment of taxes related to vested restricted stock units and shares withheld for net share settlement (in shares)						(32,647)
Payment of taxes related to vested restricted stock units and shares withheld for net share settlement	(742)												(742)
Redeemable noncontrolling interest resulting from merger with Cibus Global, LLC	(138,685)									(138,685)
Foreign currency translation adjustments	(2)														(2)
Ending balance (in shares) at Jun. 30, 2023						16,606,401			4,642,636
Ending balance at Jun. 30, 2023	484,313					$ 8			$ 0	722,327			(1,785)	(236,235)	(2)
Beginning balance at Mar. 31, 2023	0
Increase (Decrease) in Temporary Equity [Roll Forward]
Net loss	(1,819)
Redeemable noncontrolling interest resulting from merger with Cibus Global, LLC	138,685
Ending balance at Jun. 30, 2023	136,866
Beginning balance (in shares) at Mar. 31, 2023						994,626			0
Beginning balance at Mar. 31, 2023	2,667					$ 5			$ 0	221,250			(1,043)	(217,545)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(18,690)													(18,690)
Stock-based compensation	5,014					$ 0				5,014
Issuance of common stock resulting from merger with Cibus Global, LLC (in shares)						15,508,202			4,642,636
Issuance of common stock resulting from merger with Cibus Global, LLC	634,751					$ 3				634,748
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units (in shares)						136,220
Payment of taxes related to vested restricted stock units and shares withheld for net share settlement (in shares)						(32,647)
Payment of taxes related to vested restricted stock units and shares withheld for net share settlement	(742)												(742)
Redeemable noncontrolling interest resulting from merger with Cibus Global, LLC	(138,685)									(138,685)
Foreign currency translation adjustments	(2)														(2)
Ending balance (in shares) at Jun. 30, 2023						16,606,401			4,642,636
Ending balance at Jun. 30, 2023	484,313					$ 8			$ 0	722,327			(1,785)	(236,235)	(2)
Beginning balance at Dec. 31, 2023	44,824
Increase (Decrease) in Temporary Equity [Roll Forward]
Net loss	(7,132)
Change in value of redeemable noncontrolling interest	(1,116)
Foreign currency translation adjustments	(4)
Ending balance at Jun. 30, 2024	36,572
Beginning balance (in shares) at Dec. 31, 2023				20,567,656	3,142,636	20,567,656			3,142,636
Beginning balance at Dec. 31, 2023	293,470					$ 8			$ 0	775,017			(1,785)	(479,778)	8
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(48,318)													(48,318)
Stock-based compensation	5,343									5,343
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units (in shares)						204,789
Issuance of common stock from the ATM facility, net of offering expenses and registered direct offering, net (in shares)							927,326	1,298,040
Issuance of common stock from the ATM facility, net of offering expenses and registered direct offering, net		$ 16,492	$ 2,638								$ 16,492	$ 2,638
Payment of taxes related to vested restricted stock units and shares withheld for net share settlement (in shares)						(12,514)
Payment of taxes related to vested restricted stock units and shares withheld for net share settlement	(214)												(214)
Change in value of redeemable noncontrolling interest including issuance of common stock upon exchange of common units (in shares)						30,120			(30,120)
Change in value of redeemable noncontrolling interest including issuance of common stock upon exchange of common units	1,116									1,116
Foreign currency translation adjustments	$ (29)														(29)
Ending balance (in shares) at Jun. 30, 2024	26,127,933			23,015,417	3,112,516	23,015,417			3,112,516
Ending balance at Jun. 30, 2024	$ 270,498					$ 8			$ 0	800,606			(1,999)	(528,096)	(21)
Beginning balance at Mar. 31, 2024	41,610
Increase (Decrease) in Temporary Equity [Roll Forward]
Net loss	(3,595)
Change in value of redeemable noncontrolling interest	(1,442)
Foreign currency translation adjustments	(1)
Ending balance at Jun. 30, 2024	36,572
Beginning balance (in shares) at Mar. 31, 2024						21,014,970			3,142,636
Beginning balance at Mar. 31, 2024	278,217					$ 8			$ 0	783,351			(1,912)	(503,213)	(17)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(24,883)													(24,883)
Stock-based compensation	2,815									2,815
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units (in shares)						107,516
Issuance of common stock from the ATM facility, net of offering expenses and registered direct offering, net (in shares)							570,849	(1,298,040)
Issuance of common stock from the ATM facility, net of offering expenses and registered direct offering, net		$ 10,360	$ (2,638)								$ 10,360	$ (2,638)
Payment of taxes related to vested restricted stock units and shares withheld for net share settlement (in shares)						(6,078)
Payment of taxes related to vested restricted stock units and shares withheld for net share settlement	(87)												(87)
Change in value of redeemable noncontrolling interest including issuance of common stock upon exchange of common units	1,442									1,442
Foreign currency translation adjustments	$ (4)														(4)
Ending balance (in shares) at Jun. 30, 2024	26,127,933			23,015,417	3,112,516	23,015,417			3,112,516
Ending balance at Jun. 30, 2024	$ 270,498					$ 8			$ 0	$ 800,606			$ (1,999)	$ (528,096)	$ (21)

PROPERTY, PLANT, AND EQUIPMENT, NET

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT, AND EQUIPMENT, NET

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


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

Depreciation and amortization expense is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Depreciation and amortization expense	$	1,274	$	571	$	2,583	$	983

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

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Schedule of Stock by Class

Share information related to the Company's common stock as of June 30, 2024, 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	23,529,689	3,112,516	26,642,205
Outstanding	23,015,417	3,112,516	26,127,933

Schedule of Deferred Revenue Activity

The following table represents the deferred revenue activity for the six months ended June 30, 2024:


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

The following table represents the deferred revenue activity for the six months ended June 30, 2023:


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

Schedule of Computation of Basic and Diluted Net Loss Per Share

The following table shows the computation of basic and diluted net loss per share of Class A Common Stock for the three and six months ended June 30, 2024, and 2023:


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

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 antidilutive effect:


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

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

- 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.

+ References

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-Name Accounting Standards Codification
-Section S99
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-Subparagraph (SX 210.5-02(27))
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+ Details

ROYALTY LIABILITY - RELATED PARTIES (Tables)

6 Months Ended

Jun. 30, 2024

Schedule of Royalty Liability

The Royalty Liability activity is as follows:


In Thousands	Royalty Liability - Related Parties
Balance as of December 31, 2023	$	165,252
Interest expense recognized	17,078
Balance as of June 30, 2024	$	182,330

MERGER WITH CIBUS GLOBAL - Schedule of Purchase Price for Merger Transaction (Details) - USD ($)		6 Months Ended
	May 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Business Acquisition [Line Items]
Purchase price		$ 0	$ 634,751,000
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

INCOME TAXES	6 Months Ended
INCOME TAXES	Jun. 30, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXESThe Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a full valuation allowance for deferred tax assets due to the uncertainty that enough taxable income will be generated in the taxing jurisdiction to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred tax assets in the accompanying condensed consolidated financial statements. The Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates, and tax planning opportunities available in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes. Current income taxes are recorded based on statutory obligations for the current operating period for the foreign jurisdictions in which the Company has operations. As such, the Company recorded a nominal income tax provision for foreign jurisdictions for the three and six months ended June 30, 2024. No current income tax provision has been recorded for United States operations for the three and six months ended June 30, 2024, due to the Company's history of net operating losses, and the maintenance of a full valuation allowance against its deferred tax assets. During the three and six months ended June 30, 2024, there were 30,120 Up-C Units exchanged by Electing Members for shares of 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 has been recorded as of June 30, 2024. As of June 30, 2024, there were no material changes to what the Company disclosed regarding tax uncertainties or penalties as of December 31, 2023.

- Definition

The entire disclosure for income tax.

+ References

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+ Details

STOCKHOLDERS' EQUITY - Schedule of Disclosure of Warrants Transactions (Details) - $ / shares	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Pre-Funded Warrants
Common Warrants
Outstanding (in shares)	50,000	50,000
Exercisable (in shares)	50,000
Weighted Average Exercise Price Per Share
Outstanding (in dollars per share)	$ 0.01	$ 0.01
Exercisable (in dollars per share)	$ 0.01
Common Warrants
Common Warrants
Outstanding (in shares)	1,456,523	158,483
Issued (in shares)	1,298,040
Exercisable (in shares)	1,456,523
Weighted Average Exercise Price Per Share
Outstanding (in dollars per share)	$ 16.43	$ 69.04
Issued (in dollars per share)	10.01
Exercisable (in dollars per share)	$ 16.43

SUBSEQUENT EVENTS	6 Months Ended
SUBSEQUENT EVENTS	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTSATM Facility Subsequent to June 30, 2024, from July 1, 2024, through August 7, 2024, the Company issued 47,401 shares of Class A Common Stock and has received net proceeds of approximately $0.5 million from the ATM Facility.

GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($)	3 Months Ended
	Dec. 31, 2023	Jun. 30, 2024	May 31, 2023	May 30, 2023
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 434,898,000	$ 434,898,000	$ 585,300,000	$ 0
Goodwill impairment	$ 150,400,000
Cibus Global
Finite-Lived Intangible Assets [Line Items]
Goodwill			585,266,000
Goodwill, expected tax deductible amount			$ 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

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

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+ Details

ROYALTY LIABILITY - RELATED PARTIES - Schedule of Royalty Liability (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Accrued Royalties [Roll Forward]
Beginning balance			$ 165,252
Interest expense recognized	$ 8,749	$ 2,617	17,078	$ 2,617
Ending balance	182,330		182,330
Management
Accrued Royalties [Roll Forward]
Beginning balance			165,252
Interest expense recognized			17,078
Ending balance	$ 182,330		$ 182,330

STOCK-BASED COMPENSATION (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

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

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


	Six Months Ended June 30,
	2024			2023
Estimated fair values of stock options granted	$	11.59		$	—
Assumptions:
Risk-free interest rate	4.5		%	—		%
Expected volatility	99.8% - 102.5%			—		%
Expected term (in years)	5.0 - 5.5			—

Schedule 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, 2023	108,781	$	365.07	109,521	$	367.35
Granted	—	—		41,396	14.82
Vested	18,598	26.55		—	—
Exercised	—	—		—	—
Forfeited	—	—		(18)	227.00
Balance as of June 30, 2024	127,379	$	315.64	150,899	$	270.66

Schedule of Stock-Based Compensation Expense

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Stock-based compensation expense	$	249	$	1,441	$	268	$	1,795

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Stock-based compensation expense	$	2,410	$	1,924	$	4,856	$	1,924

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Stock-based compensation expense	$	156	$	2,082	$	219	$	2,393

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Stock-based compensation benefit	$	—	$	(433)	$	—	$	(270)

Certain condensed consolidated statement of operations amounts were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Stock-based compensation expense:
Research and development	$	779	$	2,494	$	1,660	$	2,678
Selling, general, and administrative	2,036		2,520		3,683		3,164
Total	$	2,815	$	5,014	$	5,343	$	5,842

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, 2023	640,060	$	31.50
Granted	—	—
Vested	(168,313)	31.50
Forfeited	(2,652)	31.50
Unvested balance as of June 30, 2024	469,095	$	31.50

Information on restricted stock unit activity is as follows:


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

Schedule of Grant Date Fair Value of Awards Vested

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Fair value of shares vested	$	1,255	$	181	$	2,719	$	181

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Fair value of shares vested	$	244	$	1,892	$	629	$	2,034

Schedule of 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:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Fair value of shares vested	$	—	$	929	$	—	$	1,005

MERGER WITH CIBUS GLOBAL - Schedule of Recognized the Preliminary Allocation of the Consideration (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023	May 31, 2023	May 30, 2023
Business Acquisition [Line Items]
Goodwill	$ 434,898,000	$ 434,898,000	$ 585,300,000	$ 0
Cibus Global
Business Acquisition [Line Items]
Cash and cash equivalents			59,381,000
Accounts receivable			2,216,000
Note receivable			2,500,000
Prepaid expenses and other current assets			2,535,000
Property, plant and equipment			10,588,000
Operating lease right-of-use-assets			9,519,000
Goodwill			585,266,000
Intangible assets			135,429,000
Other non-current assets			457,000
Accounts payable			(5,582,000)
Accrued expenses			(3,477,000)
Accrued compensation			(2,859,000)
Deferred revenue			(1,186,000)
Current portion of notes payable			(517,000)
Current portion of operating lease obligations			(4,687,000)
Current portion of financing lease obligations			(165,000)
Notes payable, net of current portion			(749,000)
Operating lease obligations, net of current portion			(6,006,000)
Financing lease obligations, net of current portion			(10,000)
Other non-current liabilities			(1,536,000)
Consideration transferred			634,751,000
Cibus Global \| Related Party
Business Acquisition [Line Items]
Due from related parties			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)

GOODWILL AND INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

Intangible assets were as follows:


In Thousands	As of June 30, 2024		As of December 31, 2023
Intangible Assets, net:
Developed technology	$	14,148	$	14,148
Trade name	22,230		22,230
Other	150		150
Total intangible assets	36,528		36,528
Less accumulated amortization	(2,034)		(1,117)
Total	$	34,494	$	35,411

Schedule of Finite-Lived Intangible Assets Amortization Expense

Total amortization expense is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Amortization expense	$	459	$	155	$	917	$	208

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

As of June 30, 2024, amortization expense for each of the next five years is estimated as follows:


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

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESBasis of Presentation

The unaudited condensed consolidated financial statements of Cibus, Inc. (Cibus or the Company and, prior to the completion of the Merger Transactions (as defined below), Calyxt, Inc., or Legacy Calyxt) have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP or GAAP) for interim financial information and the rules and regulations of the Securities and Exchange Commission (SEC) applicable to interim financial statements and has included the accounts of Cibus, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In the Company’s opinion, the accompanying condensed consolidated financial statements reflect all adjustments necessary for a fair presentation of its statements of financial position, results of operations, and cash flows for the periods presented but they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Except as otherwise disclosed herein, these adjustments consist of normal recurring items. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole or any other interim period.

For further information, refer to the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 21, 2024 (Annual Report). The accompanying condensed consolidated balance sheet as of December 31, 2023, was derived from the audited consolidated financial statements. This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Annual Report.

Nature of Business and Organization

Cibus, 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 September 11, 2008.

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

Completion of Merger Transactions

On May 31, 2023, the Company completed the business combination transactions contemplated by the Agreement and Plan of Merger, dated as of January 13, 2023, as amended by the First Amendment thereto dated as of April 14, 2023 (as amended, the Merger Agreement, and the transactions contemplated thereby, the Merger Transactions), by and among Legacy Calyxt; Calypso Merger Subsidiary, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company; Cibus Global; 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 designates 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 of Cibus Global (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 consolidate 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 up to 310,000,000 shares, consisting of (i) up to 300,000,000 shares of common stock, par value $0.0001 per share, divided into (A) up to 210,000,000 shares of Class A Common Stock and (B) up to 90,000,000 shares of Class B Common Stock and (ii) up to 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 June 30, 2024, 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	23,529,689	3,112,516	26,642,205
Outstanding	23,015,417	3,112,516	26,127,933

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 $55.5 million and cash used for operating activities was $30.5 million for the six months ended June 30, 2024. The Company’s primary source of liquidity is its cash and cash equivalents, with additional capital resources accessible, subject to market conditions and other factors, from the capital markets, including through offerings of common stock or other securities.

As of June 30, 2024, the Company had $30.0 million of cash and cash equivalents and $29.0 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). During the six months ended June 30, 2024, the Company issued 927,326 shares of Class A Common Stock and received net proceeds of approximately $16.5 million from the ATM Facility. Subsequently, from July 1, 2024, through August 7, 2024, the Company issued 47,401 shares of Class A Common Stock and has received net proceeds of approximately $0.5 million from the ATM Facility.

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.

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. In the fourth quarter of 2023, the Company instituted cost reduction initiatives designed to preserve capital resources for the advancement of its priority objectives. Such initiatives included reductions in capital expenditures, streamlining of independent contractor utilization and cost management, reduced and prioritized spending on business travel, careful management of contract approvals to ensure they align with priority objectives, and prioritization of near-term payment obligations. However, these cost reduction initiatives alone will not be sufficient to forestall a cash deficit. 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.

Use of Estimates

The preparation of the Company’s condensed 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 condensed 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, the assumptions underlying the determination of the estimated incremental borrowing rate for the determination of the Company’s operating lease right-of-use (ROU) assets, valuation of warrant liabilities, and the valuation of the Royalty Liability (defined below under “Royalty Liability - Related Parties”).

The following table represents the deferred revenue activity for the six months ended June 30, 2024:


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

For the six months ended June 30, 2024, $0.6 million of the deferred revenue balance as of December 31, 2023, was recognized as revenue in the accompanying condensed consolidated statements of operations.

The following table represents the deferred revenue activity for the six months ended June 30, 2023:


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

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

See Note 10 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 condensed 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 performance stock units (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 research and development (R&D) and selling, general, and administrative (SG&A) expenses in the Company’s condensed consolidated statements of operations.

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.

See Note 6 for a detailed discussion of the 2023 Pre-Funded Warrants issued in December 2023. The 2023 Pre-Funded Warrants remain outstanding and exercisable, subject to an ownership limitation, as of June 30, 2024. The 2023 Pre-Funded Warrants are considered equity instruments and are reported in stockholders’ equity in the Company’s condensed consolidated balance sheets. 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 antidilutive.

The following table shows the computation of basic and diluted net loss per share of Class A Common Stock for the three and six months ended June 30, 2024, and 2023:


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


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

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

2022 Common Warrants

SUPPLEMENTAL INFORMATION (Tables)

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Stock-Based Compensation Expense

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Stock-based compensation expense	$	249	$	1,441	$	268	$	1,795

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Stock-based compensation expense	$	2,410	$	1,924	$	4,856	$	1,924

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Stock-based compensation expense	$	156	$	2,082	$	219	$	2,393

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


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Stock-based compensation benefit	$	—	$	(433)	$	—	$	(270)

Certain condensed consolidated statement of operations amounts were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Stock-based compensation expense:
Research and development	$	779	$	2,494	$	1,660	$	2,678
Selling, general, and administrative	2,036		2,520		3,683		3,164
Total	$	2,815	$	5,014	$	5,343	$	5,842

Schedule of Statements of Certain Statements of Cash Flows Amounts

Supplemental condensed consolidated statement of cash flows information is as follows:


	Six Months Ended June 30,
In Thousands	2024		2023
Interest paid	$	69	$	21

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


	Six Months Ended June 30,
In Thousands	2024		2023
Property, plant, and equipment acquired through assuming liabilities	$	276	$	307
Unpaid stock offering costs included in stockholders’ equity	$	12	$	—
Shares issued for consideration in the merger with Cibus Global	$	—	$	634,751
Forgiveness of interim funding resulting from merger with Cibus Global	$	—	$	2,500

Establishment of operating lease right-of-use assets and associated operating lease liabilities	$	16,491	$	28

COLLABORATION AGREEMENT - Schedule of Revenue Recognized (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total revenue	$ 838	$ 197	$ 1,383	$ 239
Proctor & Gamble
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total revenue	$ 619	$ 87	$ 791	$ 87

- 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 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-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 6: 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 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-5

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 9: 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 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-4

+ Details

ROYALTY LIABILITY - RELATED PARTIES

6 Months Ended

Jun. 30, 2024

ROYALTY LIABILITY - RELATED PARTIES

The Royalty Liability activity is as follows:


In Thousands	Royalty Liability - Related Parties
Balance as of December 31, 2023	$	165,252
Interest expense recognized	17,078
Balance as of June 30, 2024	$	182,330

RELATED-PARTY TRANSACTIONS

- Definition

+ References

+ Details

STOCK-BASED COMPENSATION - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense (benefit)	$ 2,815	$ 5,014	$ 5,343	$ 5,842
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense (benefit)	249	1,441	268	1,795
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense (benefit)	2,410	1,924	4,856	1,924
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense (benefit)	156	2,082	219	2,393
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense (benefit)	$ 0	$ (433)	$ 0	$ (270)

- 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 - Cibus Common Units (Details)	3 Months Ended	6 Months Ended
STOCKHOLDERS' EQUITY - Cibus Common Units (Details)	Jun. 30, 2024 shares	Jun. 30, 2024 shares
Stockholders Equity [Line Items]
Common unit conversion ratio	1	1
Number of units exchanged (in shares)	30,120	30,120
Common units outstanding (in shares)	26,127,933	26,127,933
Cibus, Inc.
Stockholders Equity [Line Items]
Common units outstanding (in shares)	23,015,417	23,015,417
Electing Members
Stockholders Equity [Line Items]
Common units outstanding (in shares)	3,112,516	3,112,516

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK - Narrative (Details)	Jun. 30, 2024	Dec. 31, 2023 yr
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Estimated fair value of common warrants per share (as percent)		8.95
Risk-free interest rate
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assumptions (as percent)		0.039
Expected volatility
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assumptions (as percent)		1.007
Expected term to liquidation (in years)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assumptions (as percent)		3.6
2024 Common Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Estimated fair value of common warrants per share (as percent)	7.82
2024 Common Warrants \| Risk-free interest rate
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assumptions (as percent)	0.044
2024 Common Warrants \| Expected volatility
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assumptions (as percent)	1.027
2024 Common Warrants \| Expected term to liquidation (in years)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants, term (in years)	5 years

NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	2,192,058	1,269,779
Stock options outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	150,899	109,551
Unvested restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	115,541	101
Unvested restricted stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	469,095	1,001,644
Common warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	1,456,523	158,483

SUPPLEMENTAL INFORMATION - Schedule of Supplemental Cash Flows Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Interest paid	$ 69	$ 21
Non-cash transactions not reported in the consolidated statement of cash flows
Property, plant, and equipment acquired through assuming liabilities	276	307
Unpaid stock offering costs included in stockholders’ equity	12	0
Shares issued for consideration in the merger with Cibus Global	0	634,751
Forgiveness of interim funding resulting from merger with Cibus Global	0	2,500
Establishment of operating lease right-of-use assets and associated operating lease liabilities	$ 16,491	$ 28

PROPERTY, PLANT, AND EQUIPMENT, NET (Tables)

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

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


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

Depreciation and amortization expense is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands	2024		2023		2024		2023
Depreciation and amortization expense	$	1,274	$	571	$	2,583	$	983

COLLABORATION AGREEMENT (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Deferred revenue for upfront payments	$ 1,623	$ 1,210	$ 1,547	$ 107

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenue:
Total revenue	$ 838	$ 197	$ 1,383	$ 239
Operating expenses:
Research and development	12,993	8,429	25,006	10,638
Selling, general, and administrative	9,327	11,079	16,312	13,375
Total operating expenses	22,320	19,508	41,318	24,013
Loss from operations	(21,482)	(19,311)	(39,935)	(23,774)
Royalty liability interest expense - related parties	(8,749)	(2,617)	(17,078)	(2,617)
Other interest income, net	169	99	362	78
Non-operating income, net	1,580	1,320	1,211	410
Loss before income taxes	(28,482)	(20,509)	(55,440)	(25,903)
Income tax benefit (expense)	4	0	(10)	0
Net loss	(28,478)	(20,509)	(55,450)	(25,903)
Net loss attributable to redeemable noncontrolling interest	(3,595)	(1,819)	(7,132)	(1,819)
Net loss attributable to Cibus, Inc.	$ (24,883)	$ (18,690)	$ (48,318)	$ (24,084)
Basic net loss per share of Class A common stock (in dollars per share)	$ (1.14)	$ (3.05)	$ (2.26)	$ (6.73)
Diluted net loss per share of Class A common stock (in dollars per share)	$ (1.14)	$ (3.05)	$ (2.26)	$ (6.73)
Weighted average shares of Class A common stock outstanding - basic (in shares)	21,851,982	6,136,114	21,357,460	3,576,350
Weighted average shares of Class A common stock outstanding - diluted (in shares)	21,851,982	6,136,114	21,357,460	3,576,350

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

STOCK-BASED COMPENSATION - Schedule of Stock Option Activity (Details)	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Options Exercisable
Beginning balance (in shares) \| shares	108,781
Vested (in shares) \| shares	18,598
Forfeited (in shares) \| shares	0
Ending balance (in shares) \| shares	127,379
Weighted Average Exercise Price Per Share
Beginning balance (in dollars per share) \| $ / shares	$ 365.07
Vested (in dollars per share) \| $ / shares	26.55
Forfeited (in dollars per share) \| $ / shares	0
Ending balance (in dollars per share) \| $ / shares	$ 315.64
Options Outstanding
Beginning balance (in shares) \| shares	109,521
Granted (in shares) \| shares	41,396
Exercised (in shares) \| shares	0
Forfeited (in shares) \| shares	(18)
Ending balance (in shares) \| shares	150,899
Weighted Average Exercise Price Per Share
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 367.35
Granted (in dollars per share) \| $ / shares	14.82
Exercised (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	227.00
Outstanding, ending balance (in dollars per share) \| $ / shares	$ 270.66

GOODWILL AND INTANGIBLE ASSETS - Schedule of Amortization (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 459	$ 155	$ 917	$ 208

PROPERTY, PLANT, AND EQUIPMENT, NET - Schedule of Property, Plant, and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property, plant, and equipment	$ 25,318		$ 25,318		$ 24,752
Less accumulated depreciation and amortization	(11,554)		(11,554)		(8,977)
Total	13,764		13,764		15,775
Depreciation and amortization expense	1,274	$ 571	2,583	$ 983
Buildings
Property, Plant and Equipment [Line Items]
Land, buildings, and equipment, gross	$ 900		$ 900		900
Buildings \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	10 years		10 years
Buildings \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	20 years		20 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Useful Life (Years)	15 years		15 years
Land, buildings, and equipment, gross	$ 4,029		$ 4,029		3,912
Office furniture and equipment
Property, Plant and Equipment [Line Items]
Land, buildings, and equipment, gross	15,556		15,556		15,102
Finance lease, right-of-use asset, before accumulated amortization	$ 3		$ 3		373
Office furniture and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	5 years		5 years
Useful Life (Years)	3 years		3 years
Office furniture and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	10 years		10 years
Useful Life (Years)	7 years		7 years
Computer equipment and software
Property, Plant and Equipment [Line Items]
Land, buildings, and equipment, gross	$ 4,207		$ 4,207		3,761
Computer equipment and software \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	3 years		3 years
Computer equipment and software \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	5 years		5 years
Assets in progress
Property, Plant and Equipment [Line Items]
Land, buildings, and equipment, gross	$ 623		$ 623		$ 704

ROYALTY LIABILITY - RELATED PARTIES - Narrative (Details)	6 Months Ended
	Jun. 30, 2024 USD ($)	Dec. 31, 2023
Related Party Transaction [Line Items]
Unpaid royalty payments	$ 600,000
Management \| Measurement Input, Discount Rate
Related Party Transaction [Line Items]
Royalty liability, measurement input	0.217	0.217
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