CALYXT(CLXT) - 2025 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements Presents unaudited condensed consolidated financial statements for Q1 2025 and 2024, covering balance sheets, operations, equity, and cash flows Condensed Consolidated Balance Sheets The balance sheet shows a decrease in total assets and total stockholders' equity from December 31, 2024, to March 31, 2025, primarily due to a significant goodwill impairment and net loss, despite an increase in cash and cash equivalents | Metric | March 31, 2025 (Thousands) | December 31, 2024 (Thousands) | | :-------------------------------- | :-------------------------- | :-------------------------- | | Cash and cash equivalents | $23,587 | $14,433 | | Total current assets | $25,884 | $16,946 | | Goodwill | $232,516 | $253,466 | | Total assets | $335,045 | $350,069 | | Total current liabilities | $21,014 | $19,878 | | Royalty liability - related parties | $207,819 | $199,442 | | Total liabilities | $261,088 | $252,238 | | Total stockholders' equity | $73,957 | $92,157 | Condensed Consolidated Statements of Operations The company experienced a significant increase in net loss for Q1 2025, driven by goodwill impairment and higher SG&A, despite revenue growth | Metric | Three Months Ended March 31, 2025 (Thousands) | Three Months Ended March 31, 2024 (Thousands) | Change (Thousands) | % Change | | :------------------------------------------------- | :------------------------------------------ | :------------------------------------------ | :----------------- | :------- | | Revenue | $1,034 | $545 | $489 | 90% | | Research and development | $11,799 | $12,013 | $(214) | (2)% | | Selling, general, and administrative | $9,856 | $6,985 | $2,871 | 41% | | Goodwill impairment | $20,950 | $0 | $20,950 | NM | | Loss from operations | $(41,571) | $(18,453) | $(23,118) | (125)% | | Net loss attributable to Cibus, Inc. | $(46,886) | $(23,435) | $(23,451) | (100)% | | Basic and diluted net loss per share of Class A common stock | $(1.34) | $(1.12) | $(0.22) | (20)% | Condensed Consolidated Statements of Comprehensive Loss Comprehensive loss significantly increased to $46.9 million for Q1 2025, primarily reflecting the higher net loss | Metric | Three Months Ended March 31, 2025 (Thousands) | Three Months Ended March 31, 2024 (Thousands) | | :---------------------------------------------------------- | :------------------------------------------ | :------------------------------------------ | | Net loss | $(49,392) | $(26,972) | | Foreign currency translation adjustments | $13 | $(28) | | Comprehensive loss | $(49,379) | $(27,000) | | Comprehensive loss attributable to Cibus, Inc. | $(46,874) | $(23,460) | Condensed Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders' Equity Stockholders' equity decreased to $74.0 million by March 31, 2025, due to net loss, partially offset by a registered offering and reclassification | Metric | December 31, 2024 (Thousands) | March 31, 2025 (Thousands) | | :-------------------------------- | :-------------------------- | :-------------------------- | | Balance at period start | $92,157 | $92,157 | | Net loss | $(46,886) | $(46,886) | | Issuance of common stock and pre-funded warrants in registered offering, net | $21,430 | $21,430 | | Reclassification of redeemable noncontrolling interest | $5,674 | $5,674 | | Total stockholders' equity at period end | $73,957 | $73,957 | Condensed Consolidated Statements of Cash Flows Net cash used in operating activities decreased, while financing activities significantly increased cash, leading to a net cash increase for Q1 2025 | Metric | Three Months Ended March 31, 2025 (Thousands) | Three Months Ended March 31, 2024 (Thousands) | Change (Thousands) | | :------------------------------------ | :------------------------------------------ | :------------------------------------------ | :----------------- | | Net cash used by operating activities | $(11,827) | $(13,480) | $1,653 | | Net cash used in investing activities | $(291) | $(228) | $(63) | | Net cash provided by financing activities | $21,269 | $5,519 | $15,750 | | Net increase (decrease) in cash and cash equivalents | $9,154 | $(8,192) | $17,346 | | Cash and cash equivalents – end of period | $23,587 | $24,507 | $(920) | Notes to the Condensed Consolidated Financial Statements Provides detailed explanations for financial statements, covering accounting policies, fair value, assets, equity, compensation, taxes, leases, and royalty liabilities 1. Nature of Business & Summary of Significant Accounting Policies Cibus, Inc. is a plant trait company using gene editing, facing going concern uncertainties due to losses and cash burn, requiring additional capital - Cibus Global is a plant trait company utilizing gene editing technologies for improved farming productivity and low-carbon plant products[35] - The company operates under an "Up-C" structure, with Cibus, Inc. holding approximately 95% of Cibus Global's Common Units as of March 31, 2025[36] - The company incurred significant losses, with a net loss of $49.4 million and $11.8 million cash used in operating activities for Q1 2025, raising substantial doubt about its ability to continue as a going concern without additional capital[40][47][49] - In January 2025, the company completed a registered direct offering, issuing Class A Common Stock and pre-funded warrants, generating approximately $21.4 million in net proceeds[44] - A restructuring initiative in Q4 2024, including workforce reductions and facility expense streamlining, aims to preserve capital, but alone will not prevent a cash deficit[48][49] 2. Financial Instruments Measured at Fair Value and Concentrations of Credit Risk Financial instruments are measured using a three-tier hierarchy, with Common Warrants reclassified to equity and their fair value decreasing significantly | Metric | March 31, 2025 (Thousands) | December 31, 2024 (Thousands) | | :----------------------- | :-------------------------- | :-------------------------- | | Money market funds (Level 1) | $1,064 | $1,058 | | Common Warrants (Level 3) | $217 | $2,268 | - In January 2025, $1.6 million fair value of 2024 Common Warrants was reclassified from liability to stockholders' equity due to a Warrant Amendment Agreement[95] - The change in fair value of Class A common stock warrants liability resulted in a $(462) thousand impact on non-operating income (expense), net for Q1 2025[95] 3. Property, Plant, and Equipment, Net Property, plant, and equipment, net, decreased to $10.4 million by March 31, 2025, primarily due to accumulated depreciation and amortization | Metric | March 31, 2025 (Thousands) | December 31, 2024 (Thousands) | | :-------------------------------- | :-------------------------- | :-------------------------- | | Total property, plant, and equipment | $25,064 | $24,956 | | Less accumulated depreciation and amortization | $(14,669) | $(13,517) | | Total property, plant, and equipment, net | $10,395 | $11,439 | - Depreciation and amortization expense for Q1 2025 was $1.152 million, a decrease from $1.309 million in Q1 2024[101] 4. Goodwill and Intangible Assets A $21.0 million goodwill impairment was recognized in Q1 2025 due to stock price decline, reducing net goodwill to $232.5 million - Goodwill was impaired by $21.0 million for the three months ended March 31, 2025, due to a decline in the Company's stock price, resulting in a quantitative impairment analysis[57][103] | Metric | March 31, 2025 (Thousands) | December 31, 2024 (Thousands) | | :-------------------------- | :-------------------------- | :-------------------------- | | Goodwill (Gross) | $585,266 | $585,266 | | Accumulated impairment losses | $(352,750) | $(331,800) | | Goodwill, Net | $232,516 | $253,466 | - Finite-lived intangible assets (developed technology and trade name) were assessed for impairment in Q1 2025 but were found recoverable; "Other" intangible assets were written off[104] 5. Stockholders' Equity Stockholders' equity was impacted by a January 2025 offering raising $21.4 million and reclassification of 1.1 million warrants to equity - In January 2025, the company issued 4.34 million shares of Class A Common Stock and 4.7 million pre-funded warrants in a registered direct offering, generating approximately $21.4 million in net proceeds[111] - Concurrent with the January 2025 offering, the exercise price of 1.1 million 2024 Common Warrants was reduced to $2.50 per share, and these warrants were reclassified from liability to stockholders' equity[109][110] - As of March 31, 2025, 4.45 million pre-funded warrants remain outstanding and exercisable, and 1.46 million common warrants are outstanding[113] 6. Stock-Based Compensation Stock-based compensation expense was $2.5 million in Q1 2025, with 621,500 stock options and 332,756 RSUs granted, and $14.3 million unrecognized expense | Metric | Three Months Ended March 31, 2025 (Thousands) | Three Months Ended March 31, 2024 (Thousands) | | :-------------------------- | :------------------------------------------ | :------------------------------------------ | | Stock-based compensation expense | $2,499 | $2,528 | | R&D stock-based compensation | $968 | $881 | | SG&A stock-based compensation | $1,531 | $1,647 | - The company granted 621,500 stock options in Q1 2025 with a weighted average fair value of $1.83 per share[123][125] - Unrecognized compensation expense as of March 31, 2025, totals $2.7 million for stock options, $6.0 million for restricted stock awards (RSAs), and $5.6 million for restricted stock units (RSUs)[126][129][132] 7. Income Taxes A nominal foreign income tax provision was recorded in Q1 2025, with no U.S. provision due to net operating losses and a full valuation allowance - The company has a full valuation allowance against its deferred tax assets due to uncertainty of generating sufficient taxable income[133][135] - No TRA liability has been recorded as of March 31, 2025, because the realizability of the tax benefit is not probable[136] 8. Leases, Commitments, and Contingencies Total lease expense for Q1 2025 was $1.56 million, and a $3.0 million litigation liability was accrued due to a court decision | Metric | Three Months Ended March 31, 2025 (Thousands) | Three Months Ended March 31, 2024 (Thousands) | | :-------------------- | :------------------------------------------ | :------------------------------------------ | | Finance lease costs | $30 | $59 | | Operating lease costs | $1,527 | $1,684 | | Total lease expense | $1,557 | $1,743 | - The company accrued an estimated $3.0 million for litigation liability in Q1 2025, representing a potential repayment of insurance coverage proceeds[143] 9. Royalty Liability - Related Parties Royalty liability to related parties increased to $207.8 million by March 31, 2025, due to $8.4 million in recognized interest expense | Metric | March 31, 2025 (Thousands) | December 31, 2024 (Thousands) | | :-------------------------------- | :-------------------------- | :-------------------------- | | Royalty Liability - Related Parties | $207,819 | $199,442 | | Interest expense recognized (Q1 2025) | $8,377 | N/A | - The royalty liability calculation is based on estimated future Subject Revenues and a 10% royalty rate, with an effective yield of 16.5% as of March 31, 2025[63][144] 10. Supplemental Information Supplemental information details stock-based compensation, interest paid, and a $1.6 million reclassification of warrants to equity | Metric | Three Months Ended March 31, 2025 (Thousands) | Three Months Ended March 31, 2024 (Thousands) | | :---------------------------------------------------------- | :------------------------------------------ | :------------------------------------------ | | Stock-based compensation expense (R&D) | $968 | $881 | | Stock-based compensation expense (SG&A) | $1,531 | $1,647 | | Interest paid | $19 | $39 | | Class A common stock warrants reclassification from liability to stockholders' equity | $1,589 | $0 | 11. Collaboration Agreement Cibus recognized $0.87 million in revenue from its P&G collaboration in Q1 2025, focusing on low-carbon ingredients - The collaboration agreement with P&G focuses on developing low-carbon ingredients/materials[147] | Metric | Three Months Ended March 31, 2025 (Thousands) | Three Months Ended March 31, 2024 (Thousands) | | :------------------------------------ | :------------------------------------------ | :------------------------------------------ | | Collaboration agreement revenue recognized | $869 | $172 | - As of March 31, 2025, the cumulative revenue recognized under the P&G agreement is $5.4 million[148] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial condition, operations, liquidity, and critical accounting policies for Q1 2025, highlighting achievements and challenges Overview and Business Update Cibus made significant Q1 2025 progress in gene editing for Rice, Canola, and Soybean, achieving production standards and regulatory validations, but expects continued net losses - Cibus uses its proprietary Rapid Trait Development System™ (RTDS) gene editing platform to develop plant traits for major agricultural food crops, focusing on productivity traits[150][151] - In January 2025, Cibus established production standards for its RTDS gene editing process in Rice and Canola, aiming to edit and return customer elite germplasm within 12 months[152] - Key achievements in Q1 2025 include field trial results for stacked gene-edited herbicide tolerance traits in Rice, development progress in Sclerotinia resistance in Canola, and successful editing of Soybean cells for its HT2 trait[153][154] - Regulatory validations were achieved in Q1 2025, including approval for planting gene-edited Rice in California, USDA-APHIS designation of two Canola traits as non-regulated, and Ecuador's determination that Cibus' HT1 and HT3 Rice traits are equivalent to conventionally bred traits[155] - The company incurred a net loss of $49.4 million in Q1 2025 and expects significant expenses and operating losses for several years[159] Results of Operations for the Three Months Ended March 31, 2025, Compared to the Three Months Ended March 31, 2024 Net loss widened in Q1 2025 due to a $21.0 million goodwill impairment and increased SG&A, despite a 90% revenue increase | Metric | Three Months Ended March 31, 2025 (Thousands) | Three Months Ended March 31, 2024 (Thousands) | $ Change | % Change | | :------------------------------------------------- | :------------------------------------------ | :------------------------------------------ | :------- | :------- | | Revenue | $1,034 | $545 | $489 | 90% | | Research and development | $11,799 | $12,013 | $(214) | (2)% | | Selling, general, and administrative | $9,856 | $6,985 | $2,871 | 41% | | Goodwill impairment | $20,950 | $0 | $20,950 | NM | | Loss from operations | $(41,571) | $(18,453) | $(23,118) | (125)% | | Net loss attributable to Cibus, Inc. | $(46,886) | $(23,435) | $(23,451) | (100)% | Revenue Revenue increased by 90% to $1.0 million in Q1 2025, driven by collaboration agreements for contract research in Rice and Soybean - Revenue increased by $0.5 million (90%) to $1.0 million in Q1 2025, primarily from collaboration agreements for Rice and Soybean contract research[164] Research and Development Expense R&D expense slightly decreased by 2% to $11.8 million in Q1 2025, mainly due to cost reduction initiatives - R&D expense decreased by $0.2 million (2%) to $11.8 million in Q1 2025, primarily due to cost reduction initiatives[165] Selling, General, and Administrative Expense SG&A expense increased by 41% to $9.9 million in Q1 2025, largely due to a $3.0 million estimated litigation liability - SG&A expense increased by $2.9 million (41%) to $9.9 million in Q1 2025, mainly due to a $3.0 million estimated litigation liability[166] Goodwill Impairment A goodwill impairment charge of $21.0 million was recorded in Q1 2025, resulting from a fair value assessment due to stock price decline - Goodwill impairment of $21.0 million was recorded in Q1 2025, compared to zero in Q1 2024, due to a fair value assessment driven by the decline in the company's stock price[167] Royalty Liability Interest Expense - Related Parties Royalty liability interest expense remained stable at $8.4 million in Q1 2025, reflecting ongoing interest recognition on the Royalty Liability - Royalty liability interest expense was $8.4 million in Q1 2025, a nominal increase from Q1 2024, driven by interest recognition on the Royalty Liability[168] Other Interest Income, net Other interest income, net, decreased by $0.1 million to $0.1 million in Q1 2025, attributed to lower cash balances - Other interest income, net, decreased by $0.1 million (38%) to $0.1 million in Q1 2025 due to lower cash balances[169] Non-Operating Income (Expense), net Non-operating income (expense), net, shifted to an income of $0.4 million in Q1 2025, driven by the fair value adjustment of Common Warrants - Non-operating income (expense), net, increased by $0.8 million to an income of $0.4 million in Q1 2025, driven by the fair value adjustment of Common Warrants[170][171] Net Loss Attributable to Noncontrolling Interest and Redeemable Noncontrolling Interest Net loss attributable to noncontrolling interest decreased by $1.0 million to $2.5 million in Q1 2025, reflecting fewer Up-C Units - Net loss attributable to noncontrolling interest decreased by $1.0 million (29%) to $2.5 million in Q1 2025, due to fewer Up-C Units[172] Liquidity and Capital Resources Cibus' liquidity relies on cash and capital markets, with $23.6 million cash and $21.0 million current liabilities, requiring additional capital beyond Q3 2025 - As of March 31, 2025, the company had $23.6 million in cash and cash equivalents and $21.0 million in current liabilities[176][187] - The company's ability to raise capital through its Form S-3 shelf registration and ATM Facility is significantly limited by its public float being less than $75 million ("baby shelf" rules)[174][184] - The company expects to satisfy near-term requirements with existing cash and potential ATM Facility proceeds but will need additional capital to fund operations beyond Q3 2025[175][191] Liquidity Cibus relies on cash and capital markets for liquidity, but its ATM facility access is restricted, with current cash funding operations only into Q3 2025 - The company's primary liquidity sources are cash and cash equivalents, with capital markets access limited by its public float under "baby shelf" rules[173][174] - Existing cash and cash equivalents are projected to fund planned operating expenses and capital expenditure requirements into the third quarter of 2025[191] Cash Flows from Operating Activities Net cash used in operating activities decreased by $1.7 million to $11.8 million in Q1 2025, due to a rent-free period, lower receivables, and cost reductions | Metric | Three Months Ended March 31, 2025 (Thousands) | Three Months Ended March 31, 2024 (Thousands) | $ Change | % Change | | :------------------------------------ | :------------------------------------------ | :------------------------------------------ | :------- | :------- | | Net cash used by operating activities | $(11,827) | $(13,480) | $1,653 | 12% | - The decrease in cash used was primarily due to a $0.7 million rent-free period, $0.2 million lower accounts receivable, and $0.7 million decrease in cash expenses from cost reduction initiatives[178] Cash Flows from Investing Activities Net cash used in investing activities increased by $0.1 million to $0.3 million in Q1 2025, driven by higher purchases of property, plant, and equipment | Metric | Three Months Ended March 31, 2025 (Thousands) | Three Months Ended March 31, 2024 (Thousands) | $ Change | % Change | | :------------------------------------ | :------------------------------------------ | :------------------------------------------ | :------- | :------- | | Net cash used in investing activities | $(291) | $(228) | $(63) | (28)% | - The increase in cash used was due to higher purchases of property, plant, and equipment[180] Cash Flows from Financing Activities Net cash provided by financing activities significantly increased by $15.8 million to $21.3 million in Q1 2025, primarily from additional capital raised | Metric | Three Months Ended March 31, 2025 (Thousands) | Three Months Ended March 31, 2024 (Thousands) | $ Change | % Change | | :------------------------------------ | :------------------------------------------ | :------------------------------------------ | :------- | :------- | | Net cash provided by financing activities | $21,269 | $5,519 | $15,750 | 285% | - The increase was primarily due to $15.4 million of net proceeds from additional capital raised in 2025[182] Capital Resources Capital resources include cash and capital markets, with access subject to market conditions and regulatory limitations like "baby shelf" rules - Primary liquidity is cash and cash equivalents, with additional capital accessible from capital markets, including stock offerings, subject to market conditions and regulatory limitations[184] - The company did not issue any shares from its ATM Facility during Q1 2025[185] Operating Capital Requirements Cibus expects continued losses, with current cash funding operations only into Q3 2025, necessitating additional capital to avoid severe cost reductions or cessation - The company incurred a net loss of $49.4 million and used $11.8 million in cash from operations in Q1 2025, with an accumulated deficit of $778.1 million[186][176] - Existing cash and cash equivalents are not sufficient to fund operations for 12 months from the filing date, with current projections indicating funding into Q3 2025[191] - The company needs to raise additional capital to continue as a going concern, and an inability to do so could lead to significant delays, scaling back, or cessation of operations, and substantial dilution to existing stockholders if new equity is issued[192] Contractual Obligations, Commitments, and Contingencies The company is not involved in material legal proceedings but accrued a $3.0 million litigation liability for potential insurance repayment - The company is not a party to any material pending legal proceedings as of March 31, 2025[195] - An estimated $3.0 million litigation liability has been accrued due to a Ninth Circuit Court of Appeals decision, representing a potential repayment of previously awarded insurance coverage proceeds[195] Critical Accounting Policies and Estimates Financial statements rely on estimates for revenue, asset impairment, equity awards, and liabilities, with no material changes reported in Q1 2025 - Key estimates include revenue recognition, useful lives and impairment of long-lived assets, valuation of equity-based awards, intangible assets, deferred tax assets, operating lease ROU assets, warrant liabilities, and royalty liability[50] - No material changes in critical accounting policies and estimates were reported as of March 31, 2025, compared to the Annual Report[198] Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were effective as of March 31, 2025, with no material changes in internal control over financial reporting Management's Evaluation of Disclosure Controls and Procedures Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2025 - The company's disclosure controls and procedures were effective as of March 31, 2025[199] Changes in Internal Control over Financial Reporting No material changes in internal control over financial reporting occurred during Q1 2025 - No material changes in internal control over financial reporting occurred during the three months ended March 31, 2025[200] PART II. OTHER INFORMATION Item 1. Legal Proceedings The company is not a party to any material pending legal proceedings as of March 31, 2025, though it may be involved in ordinary course legal matters - The company is not a party to any material pending legal proceedings as of March 31, 2025[201] Item 1A. Risk Factors No material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes in risk factors were reported from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024[202] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company did not issue unregistered equity securities or repurchase common stock in Q1 2025, but withheld Class A shares for RSU vesting Unregistered Sales of Equity Securities The company did not issue any unregistered equity securities during the period covered by this Quarterly Report - No unregistered equity securities were issued during the period[203] Issuer Purchases of Equity Securities The company did not repurchase Class A or Class B Common Stock in Q1 2025, but withheld 5,363 Class A shares for RSU vesting - The company did not repurchase any Class A or Class B Common Stock during Q1 2025[204] - 5,363 shares of Class A Common Stock were withheld for net share settlement of restricted stock unit award vesting[204] Item 5. Other Information No directors or officers adopted, modified, or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q1 2025 - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted, modified, or terminated by directors or officers during Q1 2025[205] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including merger agreements, organizational documents, warrant forms, and certifications - The exhibits include various agreements and documents such as the Agreement and Plan of Merger, Amended and Restated Certificate of Incorporation, Bylaws, Forms of Common and Pre-Funded Warrants, and certifications[206] SIGNATURES The report was signed by Peter Beetham, Interim CEO, and Cornelis (Carlo) Broos, Interim CFO, on May 8, 2025 - The report was signed on May 8, 2025, by Peter Beetham (Interim CEO) and Cornelis (Carlo) Broos (Interim CFO)[208][210]