GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETSGoodwill

Goodwill activity is as follows:


In Thousands	Goodwill
Balance as of December 31, 2023	$	434,898
Goodwill impairment	(181,432)
Balance as of December 31, 2024	253,466
Goodwill impairment	(20,950)
Balance as of December 31, 2025	$	232,516

During the first quarter of 2025, the Company experienced a Triggering Event and assessed its goodwill for impairment. The Company considered the decline in its stock price since its last assessment of goodwill and concluded it was more likely than not that its goodwill would be impaired. The Company then performed a quantitative analysis and concluded that its goodwill was impaired. Management makes critical assumptions and estimates in completing impairment assessments of goodwill. The Company utilized the discounted cash flow method to calculate the fair value of the reporting unit. The Company’s future cash flow projections include assumptions on variables such as future royalties and operating margins, economic conditions, probability of success, market competition, inflation, and discount rates. In addition, the Company compares the fair value of the reporting unit to the Company’s overall market capitalization. The Company utilized its most recent cash flow projections in combination with the Company’s stock price as of March 31, 2025, to calculate the fair value of the reporting unit using a long-term growth rate of 3 percent and a discount rate of 47 percent, which are Level 3 fair value measurements. The Company determined its goodwill was impaired by $21.0 million, which is recorded in the accompanying consolidated statements of operations for the year ended December 31, 2025.

During the third quarter of 2024, the Company experienced a Triggering Event and assessed its goodwill for impairment. The Company considered the decline in its stock price since its last annual assessment and concluded it was more likely than not that its goodwill would be impaired. The Company then performed a quantitative analysis and concluded that its goodwill was impaired. Management makes critical assumptions and estimates in completing impairment assessments of goodwill. The Company utilized the discounted cash flow method to calculate the fair value for its goodwill. The Company’s cash flow projections look several years into the future and include assumptions on variables such as future royalties and operating margins, economic conditions, probability of success, market competition, inflation, and discount rates. The Company utilized its most recent cash flow projections in combination with the decline of the Company’s stock price as of September 30, 2024, to calculate the fair value of its goodwill using a long-term growth rate of 3 percent and a discount rate of 37 percent, which are Level 3 fair value measurements. The Company determined its goodwill was impaired by $181.4 million, which was recorded in the accompanying consolidated statements of operations for the year ended December 31, 2024.

The Company’s gross amount of goodwill prior to accumulated impairment losses as of December 31, 2025, 2024, and 2023, was $585.3 million. The Company’s accumulated goodwill impairment loss as of December 31, 2025, 2024, and 2023, was $352.8 million, $331.8 million, and $150.4 million, respectively.

A Triggering Event that could indicate impairment and necessitate an evaluation of goodwill includes, but is not limited to, macroeconomic conditions, industry and market considerations, increases in Cibus’ costs, commercial performance relative to strategic initiatives, adverse regulatory developments, or the decline in market capitalization of Cibus’ Class A Common Stock.

To the extent a Triggering Event occurs and Cibus concludes that goodwill has become further impaired, Cibus may be required to incur material write-offs relating to such impairment and any such write-offs could have a material impact on the Company’s future operating results and financial position.

Intangible Assets

Intangible assets as of December 31, 2025, were as follows:


In Thousands	Gross Carrying Amount		Accumulated Amortization		Intangible Assets, Net

Developed technology	$	14,148	$	1,828	$	12,320
Trade name	22,230		2,871		19,359

Total	$	36,378	$	4,699	$	31,679

Intangible assets as of December 31, 2024, were as follows:


In Thousands	Gross Carrying Amount		Accumulated Amortization		Intangible Assets, Net

Developed technology	$	14,148	$	1,120	$	13,028
Trade name	22,230		1,760		20,470
Other	150		70		80
Total	$	36,528	$	2,950	$	33,578

Total amortization expense is as follows:


	Years Ended December 31,
In Thousands		2025		2024
Amortization expense		$	1,819	$	1,833

As of December 31, 2025, future amortization expense is estimated as follows:


In Thousands	Amortization Expense

2026	$	1,819
2027	1,819
2028	1,819
2029	1,819
2030	1,819
Thereafter	22,584
Total future amortization expense	$	31,679