Cibus(CBUS) - 2024 Q1 - Quarterly Report

General Information Filing Details Details Form 10-Q filing information, including registrant identity, stock listing, filer status, and SEC compliance - The registrant is Cibus, Inc., incorporated in Delaware, with Class A Common Stock trading on The NASDAQ Stock Market LLC under CBUS[37][38] - The company is a Non-accelerated filer and a Smaller reporting company, not an emerging growth company or shell company[8][39] - The registrant has filed all required reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and past 90 days[7] Explanatory Notes and Terms Defines key terms, clarifies company structure post-merger, and details reverse stock split impact on share information - The terms 'Cibus' or 'Company' refer to Cibus, Inc. and its consolidated subsidiaries following the Merger Transactions completed on May 31, 2023[4][32] - The Company operates in an 'Up-C' structure, holding membership units of Cibus Global, with Class A Common Stock (voting and economic rights) and Class B Common Stock (voting, no economic rights)[32][41] - All share and per share amounts are retroactively adjusted for a one-for-ten reverse stock split (April 24, 2023) and a one-for-five reverse stock split (May 31, 2023) prior to the Merger Transactions[34][43][44] Cautionary Note Regarding Forward-Looking Statements Advises on forward-looking statements, their inherent risks, and the company's limited obligation to publicly update them - Forward-looking statements are based on currently available information and speak only as of the report date, with no obligation for public updates[17] - Actual results may differ materially due to factors including funding needs, competition, intellectual property, third-party reliance, regulatory changes, and macroeconomic conditions[305] Market Data and Website Disclosure Clarifies market data sources and reliability, and details company's use of website and social media for routine information - Market data and industry statistics are based on independent publications and internal estimates, with no guarantee of third-party information accuracy[18] - The Company uses its website (www.cibus.com), corporate X account (@CibusGlobal), and LinkedIn for routine information distribution[316] PART I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements Presents unaudited condensed consolidated financial statements for Q1 2024, with notes on accounting policies, merger impact, and financial instrument valuations Condensed Consolidated Balance Sheets | Assets/Liabilities | March 31, 2024 (Thousands) | December 31, 2023 (Thousands) | | :----------------- | :------------------------- | :---------------------------- | | Assets | | | | Total current assets | $26,717 | $35,220 | | Property, plant, and equipment, net | $14,657 | $15,775 | | Goodwill | $434,898 | $434,898 | | Total assets | $533,034 | $544,411 | | Liabilities | | | | Total current liabilities | $21,722 | $21,323 | | Royalty liability - related parties | $173,581 | $165,252 | | Total liabilities | $213,207 | $206,117 | | Equity | | | | Total stockholders' equity | $278,217 | $293,470 | Condensed Consolidated Statements of Operations | Metric | Three Months Ended March 31, 2024 (Thousands) | Three Months Ended March 31, 2023 (Thousands) | | :----- | :------------------------------------------ | :------------------------------------------ | | Revenue | $545 | $42 | | Research and development | $12,013 | $2,209 | | Selling, general, and administrative | $6,985 | $2,296 | | Loss from operations | $(18,453) | $(4,463) | | Royalty liability interest expense - related parties | $(8,329) | $0 | | Net loss | $(26,972) | $(5,394) | | Net loss attributable to Cibus, Inc. | $(23,435) | $(5,394) | | Basic and diluted net loss per share of Class A common stock | $(1.12) | $(5.46) | Condensed Consolidated Statements of Comprehensive Loss | Metric | Three Months Ended March 31, 2024 (Thousands) | Three Months Ended March 31, 2023 (Thousands) | | :----- | :------------------------------------------ | :------------------------------------------ | | Net loss | $(26,972) | $(5,394) | | Foreign currency translation adjustments | $(28) | $0 | | Comprehensive loss | $(27,000) | $(5,394) | | Comprehensive loss attributable to Cibus, Inc. | $(23,460) | $(5,394) | Condensed Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders' Equity | Metric | Balance at Dec 31, 2023 (Thousands) | Net Loss (Thousands) | Stock-based Compensation (Thousands) | Balance at Mar 31, 2024 (Thousands) | | :----- | :---------------------------------- | :------------------- | :----------------------------------- | :---------------------------------- | | Redeemable Noncontrolling Interest | $44,824 | $(3,537) | $0 | $41,610 | | Additional Paid-In Capital | $775,017 | $0 | $2,528 | $783,351 | | Accumulated Deficit | $(479,778) | $(23,435) | $0 | $(503,213) | | Total Stockholders' Equity | $293,470 | $(23,435) | $2,528 | $278,217 | Condensed Consolidated Statements of Cash Flows | Activity | Three Months Ended March 31, 2024 (Thousands) | Three Months Ended March 31, 2023 (Thousands) | | :------- | :------------------------------------------ | :------------------------------------------ | | Net cash used by operating activities | $(13,480) | $(2,375) | | Net cash used by investing activities | $(228) | $0 | | Net cash provided by financing activities | $5,519 | $903 | | Net decrease in cash and cash equivalents | $(8,192) | $(1,472) | | Cash and cash equivalents – end of period | $24,507 | $2,054 | Notes to the Condensed Consolidated Financial Statements Note 1. Nature of Business & Summary of Significant Accounting Policies - Cibus, Inc. completed Merger Transactions with Cibus Global, LLC on May 31, 2023, consolidating Cibus Global's financial results as a plant trait company using gene editing technologies[308][93] - The Company incurred a net loss of $27.0 million and used $13.5 million cash in operating activities for Q1 2024, anticipating continued losses and needing additional capital to continue as a going concern[98][167] Deferred Revenue Activity (Thousands) | Metric | Deferred Revenue | | :----- | :--------------- | | Balance as of December 31, 2023 | $1,210 | | Consideration earned | $(545) | | Consideration received | $795 | | Balance as of March 31, 2024 | $1,460 | Note 2. Merger with Cibus Global - The Merger Transactions with Cibus Global were completed on May 31, 2023, resulting in Legacy Calyxt stockholders holding ~4.8% and Cibus Global equityholders ~95.2% of the