v3.26.1
LEASES, COMMITMENTS, AND CONTINGENCIES
 12 Months Ended
Dec. 31, 2025
Commitments and Contingencies Disclosure [Abstract]  
LEASES, COMMITMENTS, AND CONTINGENCIES LEASES, COMMITMENTS, AND CONTINGENCIES
Leases

The Company’s financing lease ROU asset is included in other non-current assets in the consolidated balance sheets.













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

As of December 31,
20252024
In Thousands, except remaining termRemaining Term (years)Right-of-Use-AssetRemaining Term (years)Right-of-Use-Asset
Roseville, Minnesota lease12.3$4,549 13.3$12,589 
San Diego, California laboratory lease—— 0.71,402 
San Diego, California headquarters lease7.315,966 8.317,723 
San Diego, California greenhouse lease2.7920 3.71,204 
Other leases
< 1.0 - 1.1
122 
< 1.0 - 2.1
336 
Total$21,557 $33,254 

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. In the fourth quarter of 2025, the Company began to wind-down operations at its Roseville, Minnesota facility and the Company is currently working to sublease the facility. Based on this and other factors, the Company assessed the operating lease ROU asset related to the Roseville, Minnesota lease for impairment and recorded an impairment charge of $7.6 million for the year ended December 31, 2025, which was recorded in the accompanying consolidated statements of operations. The impairment amount was the amount by which the carrying value of the operating lease ROU asset exceeded the fair value. The Company estimated the fair value based on the discounted cash flows of estimated net rental income.

The Company’s headquarters are located in San Diego, California where it leases its headquarters facility, which includes office and laboratory space, with a term that expires in 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 had a trait development facility for editing plants in San Diego, California until August 2025 when the lease term ended.

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 had one option to extend the warehouse lease for five years which it did not execute. As the Company was 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:
Years Ended December 31,
In Thousands20252024
Finance lease costs$115 $175 
Operating lease costs6,573 7,037 
Variable lease costs3,733 3,999 
Total$10,421 $11,211 
Operating lease costs for short-term leases was not material for the years ended December 31, 2025, or 2024.
Supplemental cash flow information related to leases was as follows:
Years Ended December 31,
In Thousands20252024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows (operating leases)$5,430 $3,936 
Financing cash flows (finance leases)$120 $171 

Supplemental balance sheet information related to leases was as follows:
As of December 31,
20252024
OperatingFinancingOperatingFinancing
Weighted average remaining lease term (years) 9.10.710.00.8
Weighted average discount rate 7.5%10.6%7.5%10.6%
As of December 31, 2025, future minimum payments under operating leases were as follows:
In Thousands
Operating
2026$5,045 
20275,045 
20285,081 
20294,905 
20305,004 
Thereafter20,312 
 45,392 
Less: interest(12,878)
Total$32,514 
Current portion$2,731 
Noncurrent portion$29,783 
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 December 31, 2025, 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 December 31, 2025, the Company had not recorded a liability related to its obligations to the Cibus Non-Profit Foundation within the accompanying consolidated financial statements.

Litigation and Claims

From time-to-time, the Company may be involved in legal proceedings arising in the ordinary course of business.
The Company is not a party to any material pending legal proceedings as of December 31, 2025. Notwithstanding the foregoing, during the year ended December 31, 2025, based on an unexpected decision from the Ninth Circuit Court of Appeals, the Company agreed to a repayment of insurance coverage proceeds previously awarded to the Company in the amount of $2.6 million for litigation expense. This amount was paid in the fourth quarter of 2025 and recorded within SG&A in the accompanying consolidated statement of operations and comprehensive loss.
LEASES, COMMITMENTS, AND CONTINGENCIES LEASES, COMMITMENTS, AND CONTINGENCIES
Leases

The Company’s financing lease ROU asset is included in other non-current assets in the consolidated balance sheets.













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

As of December 31,
20252024
In Thousands, except remaining termRemaining Term (years)Right-of-Use-AssetRemaining Term (years)Right-of-Use-Asset
Roseville, Minnesota lease12.3$4,549 13.3$12,589 
San Diego, California laboratory lease—— 0.71,402 
San Diego, California headquarters lease7.315,966 8.317,723 
San Diego, California greenhouse lease2.7920 3.71,204 
Other leases
< 1.0 - 1.1
122 
< 1.0 - 2.1
336 
Total$21,557 $33,254 

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. In the fourth quarter of 2025, the Company began to wind-down operations at its Roseville, Minnesota facility and the Company is currently working to sublease the facility. Based on this and other factors, the Company assessed the operating lease ROU asset related to the Roseville, Minnesota lease for impairment and recorded an impairment charge of $7.6 million for the year ended December 31, 2025, which was recorded in the accompanying consolidated statements of operations. The impairment amount was the amount by which the carrying value of the operating lease ROU asset exceeded the fair value. The Company estimated the fair value based on the discounted cash flows of estimated net rental income.

The Company’s headquarters are located in San Diego, California where it leases its headquarters facility, which includes office and laboratory space, with a term that expires in 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 had a trait development facility for editing plants in San Diego, California until August 2025 when the lease term ended.

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 had one option to extend the warehouse lease for five years which it did not execute. As the Company was 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:
Years Ended December 31,
In Thousands20252024
Finance lease costs$115 $175 
Operating lease costs6,573 7,037 
Variable lease costs3,733 3,999 
Total$10,421 $11,211 
Operating lease costs for short-term leases was not material for the years ended December 31, 2025, or 2024.
Supplemental cash flow information related to leases was as follows:
Years Ended December 31,
In Thousands20252024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows (operating leases)$5,430 $3,936 
Financing cash flows (finance leases)$120 $171 

Supplemental balance sheet information related to leases was as follows:
As of December 31,
20252024
OperatingFinancingOperatingFinancing
Weighted average remaining lease term (years) 9.10.710.00.8
Weighted average discount rate 7.5%10.6%7.5%10.6%
As of December 31, 2025, future minimum payments under operating leases were as follows:
In Thousands
Operating
2026$5,045 
20275,045 
20285,081 
20294,905 
20305,004 
Thereafter20,312 
 45,392 
Less: interest(12,878)
Total$32,514 
Current portion$2,731 
Noncurrent portion$29,783 
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 December 31, 2025, 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 December 31, 2025, the Company had not recorded a liability related to its obligations to the Cibus Non-Profit Foundation within the accompanying consolidated financial statements.

Litigation and Claims

From time-to-time, the Company may be involved in legal proceedings arising in the ordinary course of business.
The Company is not a party to any material pending legal proceedings as of December 31, 2025. Notwithstanding the foregoing, during the year ended December 31, 2025, based on an unexpected decision from the Ninth Circuit Court of Appeals, the Company agreed to a repayment of insurance coverage proceeds previously awarded to the Company in the amount of $2.6 million for litigation expense. This amount was paid in the fourth quarter of 2025 and recorded within SG&A in the accompanying consolidated statement of operations and comprehensive loss.
LEASES, COMMITMENTS, AND CONTINGENCIES LEASES, COMMITMENTS, AND CONTINGENCIES
Leases

The Company’s financing lease ROU asset is included in other non-current assets in the consolidated balance sheets.













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

As of December 31,
20252024
In Thousands, except remaining termRemaining Term (years)Right-of-Use-AssetRemaining Term (years)Right-of-Use-Asset
Roseville, Minnesota lease12.3$4,549 13.3$12,589 
San Diego, California laboratory lease—— 0.71,402 
San Diego, California headquarters lease7.315,966 8.317,723 
San Diego, California greenhouse lease2.7920 3.71,204 
Other leases
< 1.0 - 1.1
122 
< 1.0 - 2.1
336 
Total$21,557 $33,254 

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. In the fourth quarter of 2025, the Company began to wind-down operations at its Roseville, Minnesota facility and the Company is currently working to sublease the facility. Based on this and other factors, the Company assessed the operating lease ROU asset related to the Roseville, Minnesota lease for impairment and recorded an impairment charge of $7.6 million for the year ended December 31, 2025, which was recorded in the accompanying consolidated statements of operations. The impairment amount was the amount by which the carrying value of the operating lease ROU asset exceeded the fair value. The Company estimated the fair value based on the discounted cash flows of estimated net rental income.

The Company’s headquarters are located in San Diego, California where it leases its headquarters facility, which includes office and laboratory space, with a term that expires in 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 had a trait development facility for editing plants in San Diego, California until August 2025 when the lease term ended.

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 had one option to extend the warehouse lease for five years which it did not execute. As the Company was 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:
Years Ended December 31,
In Thousands20252024
Finance lease costs$115 $175 
Operating lease costs6,573 7,037 
Variable lease costs3,733 3,999 
Total$10,421 $11,211 
Operating lease costs for short-term leases was not material for the years ended December 31, 2025, or 2024.
Supplemental cash flow information related to leases was as follows:
Years Ended December 31,
In Thousands20252024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows (operating leases)$5,430 $3,936 
Financing cash flows (finance leases)$120 $171 

Supplemental balance sheet information related to leases was as follows:
As of December 31,
20252024
OperatingFinancingOperatingFinancing
Weighted average remaining lease term (years) 9.10.710.00.8
Weighted average discount rate 7.5%10.6%7.5%10.6%
As of December 31, 2025, future minimum payments under operating leases were as follows:
In Thousands
Operating
2026$5,045 
20275,045 
20285,081 
20294,905 
20305,004 
Thereafter20,312 
 45,392 
Less: interest(12,878)
Total$32,514 
Current portion$2,731 
Noncurrent portion$29,783 
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 December 31, 2025, 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 December 31, 2025, the Company had not recorded a liability related to its obligations to the Cibus Non-Profit Foundation within the accompanying consolidated financial statements.

Litigation and Claims

From time-to-time, the Company may be involved in legal proceedings arising in the ordinary course of business.
The Company is not a party to any material pending legal proceedings as of December 31, 2025. Notwithstanding the foregoing, during the year ended December 31, 2025, based on an unexpected decision from the Ninth Circuit Court of Appeals, the Company agreed to a repayment of insurance coverage proceeds previously awarded to the Company in the amount of $2.6 million for litigation expense. This amount was paid in the fourth quarter of 2025 and recorded within SG&A in the accompanying consolidated statement of operations and comprehensive loss.