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Cibus(CBUS) - 2023 Q3 - Quarterly Report
CBUSCibus(CBUS)2023-11-08 16:00
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Business Model and Trait Development - The company's core business model focuses on three crops (canola, rice, soybean) and five traits (PSR, HT1, HT2, HT3, Sclerotinia resistance), which represent a significant business opportunity and economic foundation[107] - Initial transfers of customer elite germplasm have started towards commercialization in the field, indicating strong customer demand for the developed traits in canola and rice[107] - The company positions itself as a leader in gene editing and trait development, aiming to improve efficiency and effectiveness in addressing agriculture's productivity issues[107] - Cibus Global focuses on gene editing technologies to develop plant traits that improve farming productivity and produce low carbon plant products[151] Financial Performance and Metrics - Total assets increased significantly to 796.235millioninSeptember2023from796.235 million in September 2023 from 22.421 million in December 2022[137] - Net loss for the three months ended September 30, 2023, was 34.528million,comparedto34.528 million, compared to 5.950 million in the same period in 2022[140] - Comprehensive loss for the nine months ended September 30, 2023, was 60.418million,comparedto60.418 million, compared to 14.054 million in the same period in 2022[140] - Cash and cash equivalents increased to 31.883millioninSeptember2023from31.883 million in September 2023 from 3.427 million in December 2022[137] - Goodwill increased to 585.266millioninSeptember2023from585.266 million in September 2023 from 0 in December 2022[137] - Total current liabilities increased to 25.079millioninSeptember2023from25.079 million in September 2023 from 1.662 million in December 2022[137] - Net cash used by operating activities for the nine months ended September 30, 2023, was 29.193million,comparedto29.193 million, compared to 15.601 million in the same period in 2022[148] - Cash acquired from the merger with Cibus Global, LLC was 59.381millionintheninemonthsendedSeptember30,2023[148]−Totalstockholders′equityincreasedto59.381 million in the nine months ended September 30, 2023[148] - Total stockholders' equity increased to 463.390 million in September 2023 from 7.233millioninDecember2022[137]−Redeemablenoncontrollinginterestwas7.233 million in December 2022[137] - Redeemable noncontrolling interest was 129.104 million in September 2023[137] - Revenue for the three months ended September 30, 2023, was 475,000,comparedto475,000, compared to 42,000 for the same period in 2022[164] - Net loss for the three months ended September 30, 2023, was 34.5million,comparedto34.5 million, compared to 5.95 million for the same period in 2022[164] - Research and development expenses for the three months ended September 30, 2023, were 17.5million,comparedto17.5 million, compared to 3.0 million for the same period in 2022[164] - Selling, general, and administrative expenses for the three months ended September 30, 2023, were 8.75million,comparedto8.75 million, compared to 3.23 million for the same period in 2022[164] - The Company's total operating expenses for the three months ended September 30, 2023, were 26.3million,comparedto26.3 million, compared to 6.2 million for the same period in 2022[164] - Net loss for the nine months ended September 30, 2023 was 60.4million[183]−Cashusedforoperatingactivitieswas60.4 million[183] - Cash used for operating activities was 29.2 million for the nine months ended September 30, 2023[183] - As of September 30, 2023, the company had 31.9millionincashandcashequivalentsand31.9 million in cash and cash equivalents and 25.1 million in current liabilities[184] - The company recorded 0.7millioninrevenue,0.7 million in revenue, 35.5 million in net loss attributable to controlling interest, and 9.9millioninnetlossattributabletoredeemablenoncontrollinginterestfortheninemonthsendedSeptember30,2023[288]−ProformarevenuesfortheninemonthsendedSeptember30,2023,were9.9 million in net loss attributable to redeemable noncontrolling interest for the nine months ended September 30, 2023[288] - Pro forma revenues for the nine months ended September 30, 2023, were 1.154 million, compared to 992millionforthesameperiodin2022[289]MergerandStockTransactions−Thecompanycompletedaone−for−tenreversestockspliteffectiveApril24,2023,andaone−for−fivereversestockspliteffectiveMay31,2023[114][132]−ThecompanycompletedamergertransactiononMay31,2023,resultinginan"Up−C"structurewithClassAandClassBCommonStock[113]−Cibus,Inc.completedtheMergerTransactionswithCibusGlobalonMay31,2023,consolidatingfinancialresultsandreportingredeemablenoncontrollinginterest[150]−AttheclosingoftheMergerTransactions,theCompanyissued16,527,484sharesofClassACommonStockand4,642,636sharesofClassBCommonStocktoCibusGlobalequityholders[152]−LegacyCalyxtstockholdersheldapproximately4.8992 million for the same period in 2022[289] Merger and Stock Transactions - The company completed a one-for-ten reverse stock split effective April 24, 2023, and a one-for-five reverse stock split effective May 31, 2023[114][132] - The company completed a merger transaction on May 31, 2023, resulting in an "Up-C" structure with Class A and Class B Common Stock[113] - Cibus, Inc. completed the Merger Transactions with Cibus Global on May 31, 2023, consolidating financial results and reporting redeemable noncontrolling interest[150] - At the closing of the Merger Transactions, the Company issued 16,527,484 shares of Class A Common Stock and 4,642,636 shares of Class B Common Stock to Cibus Global equityholders[152] - Legacy Calyxt stockholders held approximately 4.8% of the issued and outstanding common stock, while legacy Cibus Global holders held approximately 95.2%[152] - The Company effected a one-for-five reverse stock split prior to the Merger Transactions, effective May 31, 2023[154] - The company issued 15,508,202 shares of Class A Common Stock resulting from the merger with Cibus Global, LLC[177] - The company's authorized shares consist of 210,000,000 shares of Class A Common Stock and 90,000,000 shares of Class B Common Stock[181] - As of September 30, 2023, the company had 16,659,996 shares of Class A Common Stock outstanding and 4,642,636 shares of Class B Common Stock outstanding[182] - The company issued 16,527,484 shares of Class A Common Stock and 4,642,636 shares of Class B Common Stock to Cibus Global equityholders as part of the Merger Transactions[304] Liquidity and Capital Resources - The company's primary source of liquidity is its cash and cash equivalents, with additional capital resources accessible from the capital markets[183] - The company anticipates continuing to generate losses for the next several years and expects to finance future cash needs through various means including cash on hand, commercialization activities, and equity or debt financings[202] - Management will need to raise additional capital to support its business plans to continue as a going concern within one year after the date these financial statements are issued[203] - The company received net proceeds of 10.0 million from the Follow-On Offering, after deducting 0.9millioninunderwritingdiscountsandestimatedofferingexpenses[301]RevenueRecognitionandDeferredRevenue−Thecompany′srevenuesrepresentamountsearnedfromcollaborationagreementsrelatedtocontractresearch,recognizedunderTopic606RevenuefromContractswithCustomers[194]−Accountsreceivableallowanceforcreditlosseswas0.9 million in underwriting discounts and estimated offering expenses[301] Revenue Recognition and Deferred Revenue - The company's revenues represent amounts earned from collaboration agreements related to contract research, recognized under Topic 606 Revenue from Contracts with Customers[194] - Accounts receivable allowance for credit losses was 0 as of September 30, 2023, and December 31, 2022[207] - Deferred revenue recognized as revenue for the three months ended September 30, 2023, was 0.5million[216]−DeferredrevenuerecognizedasrevenuefortheninemonthsendedSeptember30,2023,was0.5 million[216] - Deferred revenue recognized as revenue for the nine months ended September 30, 2023, was 0.1 million[216] - The Company's deferred revenue balance as of September 30, 2023, was 1.637million,upfrom1.637 million, up from 107,000 as of December 31, 2022[244] Expenses and Costs - The Company incurred 8.2millioninexpensesrelatedtotheMergerTransactions,with8.2 million in expenses related to the Merger Transactions, with 3.5 million in legal and professional fees, 1.9millioninseverancecosts,and1.9 million in severance costs, and 1.1 million in stock compensation expense included in SG&A for the nine months ended September 30, 2023[238] - The Company recognized 0.4 million of deferred financing costs related to Common Warrants in SG&A expense during the second quarter of 2023[245] - The Company's R&D costs include salaries, lab supplies, consultant fees, and allocated facility costs, which are expensed as incurred[218] - The Company's SG&A expense includes costs related to intellectual property portfolio management and patent filing, which were reclassified from R&D to SG&A starting in the second quarter of 2023[217] - The Company recognized 0.2 million related to the Employee Retention Credit (ERC) as of September 30, 2023, with no further credits expected[255] Stock Options and Warrants - The Company's total stock options and unvested equity awards outstanding as of September 30, 2023, were 1,412,013, compared to 323,229 as of September 30, 2022[223] - Weighted average shares of Class A Common Stock outstanding excludes unvested Class A Common Stock, which are treated as issued and outstanding only after vesting[250] - The Company's potential dilutive securities, including Common Warrants and unvested stock units, were excluded from diluted net loss per share calculations due to their anti-dilutive effect[251] - Common Warrants issued in the Follow-On Offering expire on August 23, 2027, and are exercisable for one share of Class A Common Stock at 69.04pershare[252]−TheestimatedfairvalueofCommonWarrantsasofSeptember30,2023,was69.04 per share[252] - The estimated fair value of Common Warrants as of September 30, 2023, was 9.54 million, with an expected volatility of 107.1% and a risk-free interest rate of 4.7%[294] Intangible Assets and Goodwill - The company recognized goodwill totaling 585.3millionfromtheMergerTransactionswithCibusGlobal,representingfutureeconomicbenefitsfromtheacquisition[297]−Thecompany′sintangibleassetsasofSeptember30,2023,include585.3 million from the Merger Transactions with Cibus Global, representing future economic benefits from the acquisition[297] - The company's intangible assets as of September 30, 2023, include 99.051 million in in-process research and development, 14.148millionindevelopedtechnology,and14.148 million in developed technology, and 22.230 million in trade name[298] - The Company's definite-lived intangible assets have a weighted average amortization period of 20 years[265] - Total amortization expense for the remainder of 2023 is estimated at 458thousand,withannualexpensesof458 thousand, with annual expenses of 1.833 million from 2024 to 2028[279] Tax and Financial Agreements - The Company will pay 85% of net income tax savings to Electing Members under the Tax Receivable Agreement (TRA) related to the Merger Transactions[267] - The fair value of Level 3 liabilities increased from 291thousandasofDecember31,2022,to291 thousand as of December 31, 2022, to 1.512 million as of September 30, 2023[272] Property, Plant, and Equipment - Total property, plant, and equipment increased from 4.516millionasofDecember31,2022,to4.516 million as of December 31, 2022, to 17.197 million as of September 30, 2023[276] Other Financial Information - The company's money market funds had a fair value of 7.389millionasofSeptember30,2023,classifiedasLevel1assets[292]−Thecompanyfinanceditsenterprisescienceplatformannualsoftwarelicenseatanannualinterestrateof10.97.389 million as of September 30, 2023, classified as Level 1 assets[292] - The company financed its enterprise science platform annual software license at an annual interest rate of 10.9%, with the note maturing in July 2024[299] - Redeemable noncontrolling interest holders owned approximately 22% of Cibus Global as of May 31, 2023, and September 30, 2023[258] - The purchase price for Cibus Global was 634,751,397, calculated based on 20,150,838 shares of Common Stock at a fair value of $31.50 per share[234] Investor Relations and Communication - The company provides email alerts for new press releases posted on its website, allowing investors to stay updated on announcements[136] Industry Risks and Uncertainties - The company's industry is subject to high uncertainty and risk, as outlined in various SEC filings, including Form 8-K and Form 10-Q[135]