NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company was organized in an “Up-C” structure, and the Company’s only material asset consists of common membership units of Cibus Global (Common Units). The Company’s amended and restated certificate of incorporation designates two classes of the Company’s common stock: (i) Class A Common Stock, par value $0.0001 per share (the Class A Common Stock), which shares have full voting and economic rights, and (ii) Class B Common Stock, par value $0.0001 per share (the Class B Common Stock), which shares have full voting, but no economic rights. For holders of Class B Common Stock, each share of Class B Common Stock was paired with a Common Unit (collectively, an Up-C Unit). As of December 31, 2025, there were no remaining Common Unit holders of the noncontrolling interest of Cibus Global and 100 percent of the Common Units of Cibus Global are held by Cibus.

Basis of Presentation

The unaudited condensed consolidated financial statements of Cibus, Inc. have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP or GAAP) for interim financial information and the rules and regulations of the Securities and Exchange Commission (SEC) applicable to interim financial statements and has included the accounts of Cibus and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In the Company’s opinion, the accompanying condensed consolidated financial statements reflect all adjustments necessary for a fair statement of its statements of financial position, results of operations, and cash flows for the periods presented but they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Except as otherwise disclosed herein, these adjustments consist of normal recurring items. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole or any other interim period.

For further information, refer to the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 17, 2026 (Annual Report). The accompanying condensed consolidated balance sheet as of December 31, 2025, was derived from the audited consolidated financial statements. This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Annual Report.

Going Concern

The Company has incurred losses since its inception. The Company’s net loss was $21.2 million and cash used in operating activities was $11.5 million for the three months ended March 31, 2026. The Company’s primary source of liquidity is its cash and cash equivalents, with additional capital resources accessible, subject to market conditions and other factors, from the capital markets, including through offerings of common stock or other securities.

As of March 31, 2026, the Company had $30.3 million of cash and cash equivalents and $13.9 million of current liabilities.

The Company anticipates that it will continue to generate losses for the next several years. Over the longer term and until the Company can generate cash flows sufficient to support its operating capital requirements, it expects to finance a portion of future cash needs through (i) cash on hand, (ii) commercialization activities, which may result in various types of revenue streams from future product development agreements and technology licenses, including upfront and milestone payments, annual license fees, and royalties, (iii) government or other third party funding, (iv) public or private equity or debt financings (which may include a future at-the-market financing facility or other continuous offering facility), or (v) a combination of the foregoing.

In underwritten public offerings in January 2026 (January 2026 Follow-On Offering) and in March 2026 (March 2026 Follow-On Offering), the Company received net proceeds of approximately $19.8 million and $13.6 million, respectively, after deducting approximately $2.5 million and $1.4 million, respectively, for underwriting discounts and commissions and certain other offering expenses payable by the Company.

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. Management will need to raise additional capital to support its business plans to continue as a going concern within one year after the date that these financial statements are issued. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.

On March 12, 2026, in furtherance of the Company’s Board-approved streamlining efforts and in addition to actions taken by the Company in prior years, the Company conducted an additional reduction in workforce of 15 full-time employees, effective as of March 13, 2026. The Company incurred approximately $0.4 million of one-time cash expense in the first quarter of 2026, of which approximately $0.3 million was related to accrued vacation and paid in the first quarter of 2026 and approximately $0.1 million was related to one-time severance expense and will be paid in the second quarter of 2026. In addition, the Company incurred one-time non-cash stock compensation expense of approximately $0.1 million related to accelerated stock awards in the first quarter of 2026, and it will additionally incur approximately $0.1 million in the second quarter of 2026. These expenses were, or will be, recorded within operating expenses in the accompanying condensed consolidated statements of operations. The Company will incur and pay approximately $0.1 million of one-time cash expense related to shares withheld for payment of minimum employee taxes withheld upon net share settlement of restricted stock units in the second quarter of 2026, which will be recorded within class A common stock in treasury, at cost in the accompanying condensed consolidated balance sheets.

These cost reduction initiatives alone will not be sufficient to forestall a cash deficit. If the Company is unable to raise additional capital in a sufficient amount or on acceptable terms, the Company may have to implement additional, more stringent cost reduction measures to manage liquidity, and the Company may have to significantly delay, scale back, or cease operations, in part or in full. If the Company raises additional funds through the issuance of additional debt or equity securities, including as part of a strategic alternative, it could result in substantial dilution to its existing stockholders and increased fixed payment obligations, and these securities may have rights senior to those of the Company’s shares of common stock. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance of these condensed consolidated financial statements. Any of these events could significantly impact the Company’s business, financial condition, and prospects.

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Management evaluates its estimates on an ongoing basis. Although estimates are based on the Company’s historical experience, knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. Key estimates made by the Company include revenue recognition, useful lives and impairment of long-lived assets, valuation of equity-based awards and related equity-based compensation expense, valuation of intangible assets, valuation allowances on deferred tax assets, the assumptions underlying the determination of the estimated incremental borrowing rate for the determination of the Company’s operating leases, valuation of warrant liabilities, and the valuation of the Royalty Liability (which refers to the Company’s future royalty payment obligations that the Company undertook to provide to certain investors, including related parties, in exchange for certain warrants that these investors acquired in financing transactions in November 2013 and December 2014 and subsequently surrendered to Cibus Global).

Contract Assets and Liabilities

Contract assets primarily include amounts related to contractual rights to consideration for completed performance not yet invoiced. The Company recognized $0.1 million in contract assets as of March 31, 2026. There was $0.2 million in contract assets as of December 31, 2025, which are included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets.

The Company records contract liabilities when cash payments are received or due in advance of performance, primarily related to advances of upfront and milestone payments from contract research and collaboration agreements. Contract liabilities consist of deferred revenue on the accompanying condensed consolidated balance sheets. The Company expects to recognize the amounts included in deferred revenues within one year.

The following table represents the deferred revenue activity for the three months ended March 31, 2026, and 2025:


In Thousands	2026		2025
Balance as of December 31,	$	536	$	932
Unearned revenue from cash received during the period	444		802
Revenue recognized that was included in the balance at the beginning of the period	(531)		(871)
Balance as of March 31,	$	449	$	863

Net Loss Per Share of Class A Common Stock

Weighted average shares of Class A Common Stock outstanding excludes unvested Class A Common Stock, which will be treated as outstanding for financial statement presentation purposes only after such awards have vested and, therefore, have ceased to be subject to a risk of forfeiture. Accordingly, unvested shares of Class A Restricted Stock (as defined below) are excluded from the calculation of net loss per share of Class A Common Stock.

See Note 5 for a detailed discussion of pre-funded warrants issued in January 2025 and subsequent exercises. Outstanding pre-funded warrants are considered equity instruments and are reported in stockholders’ equity in the Company’s consolidated balance sheets. The weighted average shares of Class A Common Stock outstanding includes the shares issuable upon exercise of the pre-funded warrants and are included in the determination of the Company’s basic and diluted net loss per share of Class A Common Stock.

For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the common stock equivalent securities would be antidilutive.

The following table shows the computation of basic and diluted net loss per share of Class A Common Stock for the three months ended March 31, 2026, and 2025:


	Three Months Ended March 31,
In Thousands, Except Share and Per Share Amounts		2026		2025
Numerator:
Net loss attributable to Cibus, Inc. stockholders		$	(21,222)	$	(46,886)
Denominator:
Weighted average shares of Class A common stock outstanding		64,802,244		30,602,692
Effect of pre-funded warrants		400,000		4,450,000
Weighted average shares of Class A common stock outstanding – basic and diluted		65,202,244		35,052,692
Basic and diluted net loss per share of Class A common stock		$	(0.33)	$	(1.34)

The Company’s potential dilutive securities, which include common stock warrants, unvested restricted stock units, unvested restricted stock awards, and options to purchase Class A Common Stock, have been excluded from the computation of diluted net loss per share of Class A Common Stock as the effect would be antidilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share of Class A Common Stock is the same.

The following potential dilutive securities, presented on an as converted basis, were excluded from the calculation of net loss per share of Class A Common Stock due to their antidilutive effect:


	As of March 31,
	2026	2025
Stock options outstanding	1,434,633	1,152,764
Unvested restricted stock units	1,171,264	1,074,930
Unvested restricted stock awards	62,641	192,288
Common warrants	10,496,523	1,456,523
Total	13,165,061	3,876,505

Segment Reporting

Cibus has one operating and reportable segment. The Chief Operating Decision Maker (CODM) is the Interim Chief Executive Officer who manages business activities, assesses performance, and allocates resources on a consolidated basis. For the three months ended March 31, 2026, and 2025, all revenues from the Company’s external customers were derived, and all long-lived assets were located, in the United States. The operating segment revenues are derived from customers as a result of Cibus providing research and development (R&D) services to develop plant traits which are specific genetic characteristics in the DNA of a plant’s seed.

The CODM utilizes consolidated net loss in assessing performance and allocating resources by comparing net loss against prior periods and the Company’s forecast. The measure of segment assets is reported on the condensed consolidated balance sheets as total consolidated assets.

Segment financial information, including significant segment expenses, which are regularly provided to the CODM and included in net loss was as follows:


	Three Months Ended March 31,
In Thousands		2026		2025
Revenue		$	1,681	$	1,034
Less:
Personnel expenses		5,788		6,761
Professional fees		1,324		5,423
Stock-based compensation		1,571		2,499
Goodwill impairment		—		20,950

Other segment expenses (1)		5,118		6,972
Total operating expenses		13,801		42,605
Loss from operations		(12,120)		(41,571)
Royalty liability interest expense - related parties		(9,121)		(8,377)
Other interest income, net		28		119
Non-operating (expense) income, net		(2)		439
Income tax expense		(7)		(2)
Total segment loss		$	(21,222)	$	(49,392)

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(1) Other segment expenses are primarily comprised of facilities and asset related expenses such as rent, asset depreciation and amortization, utilities, property taxes, and repairs and maintenance and also include insurance, dues and subscriptions, licenses, lab supplies, product development, and travel.

Recently Issued Accounting Pronouncements

From time-to-time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective are not expected to have a material impact on the Company’s financial position, results of operations, or cash flows upon adoption.