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CBUS on Nasdaq

Cibus, Inc.

American agricultural chemicals company based in San Diego1

In its 2026 annual report the company says: “Cibus’ business operates within the global seed market, where management estimates that aggregate trait value across both genetically modified organism (GMO) and non-GMO seeds globally represents approximately $12.0 billion.”5 Its shares trade on Nasdaq under the symbol CBUS.1

Price unavailable

Last updated Oct 21, 2026.

Overview

$3.6MRevenue, fiscal 20252
-$127.1MNet income, fiscal 20252

Compare with Evogene Ltd, SenesTech, Inc. or Bioceres Crop Solutions Corp., or pick any stock.

  • TickerCBUS on Nasdaq1
  • IndustryAgricultural Chemicals1
  • HeadquartersSan Diego, California1
  • Incorporated inDE3
  • Business address6455 Nancy Ridge Drive, San Diego, Ca 921213
  • Filer categoryNon-accelerated filer, Smaller reporting company3

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Cibus’ business operates within the global seed market, where management estimates that aggregate trait value across both genetically modified organism (GMO) and non-GMO seeds globally represents approximately $12.0 billion.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-2680.1%Operating margin2
-3492.3%Net margin2
-14.6%Revenue growth, 20252
-582.2%Return on equity2
0.00×Debt to equity2
-$51.2MFree cash flow2

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Research and development62¢$44.2M
  • Selling, general and admin38¢$26.9M
  • Income tax0¢$29.0K

Out of $3.6M in revenue.2 The company lost money this year.

Financial statements

Revenue6789102$3.6M in 2025+1442% since 2018
0$10.0M$20.0M$30.0M2018: $236.0K$236.0K20182019: $7.3M$7.3M2019+2992%2020: $23.9M$23.9M2020+227%2021: $26.0M$26.0M2021+9%2022: $157.0K$157.0K2022−99%2023: $1.8M$1.8M2023+1057%2024: $4.3M$4.3M2024+135%2025: $3.6M$3.6M2025−15%
Gross profit678$157.0K in 2022−33% since 2018
-$15.0M-$10.0M-$5.0M0$5.0M2018: $236.0K$236.0K20182019: -$2.0M-$2.0M20192020: -$11.3M-$11.3M2020+468%2021: -$2.6M-$2.6M2021−77%2022: $157.0K$157.0K2022
Operating income6789102-$97.5M in 2025+247% since 2018
-$400.0M-$300.0M-$200.0M-$100.0M02018: -$28.1M-$28.1M20182019: -$39.7M-$39.7M2019+41%2020: -$43.8M-$43.8M2020+10%2021: -$29.3M-$29.3M2021−33%2022: -$22.4M-$22.4M2022−24%2023: -$318.9M-$318.9M2023+1325%2024: -$258.4M-$258.4M2024−19%2025: -$97.5M-$97.5M2025−62%
Net income6789102-$127.1M in 2025+356% since 2018
-$300.0M-$200.0M-$100.0M02018: -$27.9M-$27.9M20182019: -$39.6M-$39.6M2019+42%2020: -$44.8M-$44.8M2020+13%2021: -$29.2M-$29.2M2021−35%2022: -$16.9M-$16.9M2022−42%2023: -$267.6M-$267.6M2023+1484%2024: -$251.4M-$251.4M2024−6%2025: -$127.1M-$127.1M2025−49%

Every line of the income statement as filed: the last 2 fiscal years, latest first.2

Period ending2025-12-312024-12-31
Total revenue$3.6M$4.3M
Research and development$44.2M$50.4M
Selling, general, and administrative$26.9M$30.8M
Goodwill impairment$20.9M$181.4M
Long-lived assets impairment$9.1M$0
Total operating expenses$101.2M$262.7M
Loss from operations-$97.5M-$258.4M
Royalty liability interest expense - related parties-$35.5M-$34.2M
Other interest income, net$438.0K$631.0K
Non-operating income, net$400.0K$9.3M
Loss before income taxes-$132.2M-$282.7M
Income tax expense-$29.0K-$29.0K
Net loss-$132.2M-$282.7M
Net loss attributable to noncontrolling interest and redeemable noncontrolling interest-$5.1M-$31.3M
Net loss attributable to Cibus, Inc. stockholders-$127.1M-$251.4M
Basic net loss per share of Class A common stock (in dollars per share)-$2.78-$10.83
Diluted net loss per share of Class A common stock (in dollars per share)-$2.78-$10.83
Weighted average shares of Class A common stock outstanding - basic (in shares)45.8M shares23.2M shares
Weighted average shares of Class A common stock outstanding - diluted (in shares)45.8M shares23.2M shares

Compare Cibus, Inc. with another company

Corporate structure

Cibus, Inc. sits at the top of its group. 6 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Cibus, Inc.

  • FMR LLC Filed SCHEDULE 13G/A on Cibus, Inc., latest May 6, 2026 (6 filings since Feb 9, 2022)
  • ARMISTICE CAPITAL, LLC Filed SCHEDULE 13G/A on Cibus, Inc., latest Aug 14, 2025 (2 filings since May 15, 2025)
  • Rory B. Riggs Filed SCHEDULE 13D/A on Cibus, Inc., latest Jun 10, 2025 (2 filings since Jun 12, 2023)
  • JPL Investments SA Filed SC 13D on Cibus, Inc., latest Jun 12, 2023
  • Mark Terrence Finn Filed SC 13D on Cibus, Inc., latest Jun 12, 2023
  • Cellectis Filed SC 13D/A on Cibus, Inc., latest Jun 1, 2023 (3 filings since Nov 1, 2022)
  • Amova Asset Management Americas, Inc. Filed SC 13G/A on Cibus, Inc., latest Feb 14, 2022
  • Sumitomo Mitsui Trust Group Filed SC 13G/A on Cibus, Inc., latest Feb 4, 2022
  • Cibus, Inc. San Diego, California
    • Cibus Canada ULC Subsidiary · Canada
    • Cibus Europe BV Subsidiary · Netherlands
    • Cibus Global, LLC Subsidiary · Delaware, United States
    • Cibus Netherlands Holding BV Subsidiary · Netherlands
    • Cibus US LLC Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Cibus, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Operating-lease assets (leased space)$21.6M2 Dec 31, 2025$33.3M2 Dec 31, 2024−35.2%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$9.9M2 Dec 31, 2025$14.4M2 Dec 31, 2024−31.2%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$232.5M2 Dec 31, 2025$253.5M2 Dec 31, 2024−8.3%
Intangible assets, net (excluding goodwill)$31.7M2 Dec 31, 2025$33.6M2 Dec 31, 2024−5.7%
Finite-lived intangibles, gross$36.4M2 Dec 31, 2025$36.5M2 Dec 31, 2024−0.4%
Accumulated amortization$4.7M2 Dec 31, 2025$3.0M2 Dec 31, 2024+59.3%
Finite-lived intangibles, net$31.7M2 Dec 31, 2025$33.6M2 Dec 31, 2024−5.7%

Properties, in its own words

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 2033. The headquarters facility is 53,423 square feet.. The headquarters facility lease includes one option to extend the lease. The Company had a 31,939 square foot 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, totaling 30,800 and 6,207 square feet, respectively, 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.

The rest of Item 2

The Company also continues to lease its former corporate headquarters facility in Roseville, Minnesota totaling 44,000 square feet. This facility includes office, research laboratories, greenhouses, and outdoor growing plots. The lease has an initial term that began in May 2018 and expires on May 31, 2038, with monthly base rent with scheduled rent increases every five years thereafter until the end of the lease. The Company has the option to extend the term of the lease for four successive additional renewal terms of five years each commencing at the expiration date of the initial term, with monthly base rent set for each of these renewal terms. 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.

Cibus also has a small office in Europe.

Item 2 of the 10-K filed Mar 17, 2026.5

Leadership

Who has led Cibus, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Federico A. Tripodi2017–2018
  2. James Blome2018–2021
  3. Michael A. Carr2021–2023
  4. Peter Beetham2025–2026
  5. Craig Wichner2026–now

Chair

  1. Yves J. Ribeill2021

President

  1. Michael A. Carr2021–2023
  2. Peter Beetham2025–now

Chief financial officer

  1. Bryan W.j. Corkal2017–2018
  2. Eric Dutang2018
  3. William Koschak2019–2023
  4. Wade Hampton King2023
  5. Carlo Broos2024–now

Chief operating officer

  1. Peter Beetham2025–now
20202025
Board members and other officers (32)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Cibus Canada ULC Canada4
  • Cibus Europe BV Netherlands4
  • Cibus Europe Ltd United Kingdom4
  • Cibus Global, LLC Delaware4
  • Cibus Netherlands Holding BV Netherlands4
  • Cibus US LLC Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Calyxt, Inc.May 15, 2017 to Jun 1, 20233

Timeline

  1. Aug 13, 20268-K Results of operations58
  2. Jun 10, 2026New chief executive Craig Wichner becomes CEO16
  3. Jun 9, 20268-K Executive or director change; Regulation FD disclosure59
  4. Jun 5, 20268-K Shareholder vote60
  5. May 14, 20268-K Results of operations61
  6. Apr 10, 20268-K Executive or director change62
  7. Mar 27, 20268-K Other events63
  8. Mar 17, 20268-K Results of operations64
  9. Jan 30, 20268-K Other events65
  10. Jan 28, 20268-K Other events66
  11. Jan 6, 20268-K Other events67
  12. Nov 13, 20258-K Results of operations68
  13. Nov 10, 20258-K Executive or director change69
  14. Jan 10, 2025New chief executive Peter Beetham becomes CEO17
  15. Jul 28, 2021New chief executive Michael A. Carr becomes CEO18
  16. Oct 10, 2018New chief executive James Blome becomes CEO19
  17. Jul 20, 2017New chief executive Federico A. Tripodi becomes CEO20

Calendar

Coming up

  1. Nov 12, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.44) a share, on Nov 13, 2025.70

When it reported results

  1. Aug 13, 2026Reported quarterly or annual results58
  2. May 14, 2026Reported quarterly or annual results61
  3. Mar 17, 2026Reported quarterly or annual results64
  4. Nov 13, 2025Reported quarterly or annual results68
  5. Aug 14, 2025Reported quarterly or annual results71
  6. May 8, 2025Reported quarterly or annual results72
  7. Mar 20, 2025Reported quarterly or annual results73
  8. Nov 7, 2024Reported quarterly or annual results74

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

421 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 95 major events, 188 insider forms, 17 large holders, 100 other. The latest 20:

  1. Aug 13, 202610-Q EDGAR
  2. Aug 13, 20268-K EDGAR
  3. Jun 23, 2026S-8 EDGAR
  4. Jun 23, 2026S-8 EDGAR
  5. Jun 10, 20264 PRIMARY DOCUMENT EDGAR
  6. Jun 9, 20268-K EDGAR
  7. Jun 5, 20268-K EDGAR
  8. Jun 4, 20264 PRIMARY DOCUMENT EDGAR
  9. Jun 4, 20264 PRIMARY DOCUMENT EDGAR
  10. Jun 4, 20264 PRIMARY DOCUMENT EDGAR
  11. Jun 4, 20264 PRIMARY DOCUMENT EDGAR
  12. Jun 4, 20264 PRIMARY DOCUMENT EDGAR
  13. Jun 4, 20264 PRIMARY DOCUMENT EDGAR
  14. Jun 4, 20264 PRIMARY DOCUMENT EDGAR
  15. Jun 4, 20264 PRIMARY DOCUMENT EDGAR
  16. May 22, 2026EFFECT EDGAR
  17. May 22, 2026424B3 EDGAR
  18. May 22, 2026424B2 EDGAR
  19. May 20, 2026CORRESP EDGAR
  20. May 19, 2026UPLOAD EDGAR

The 421 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

67 open-market trades by officers, directors and large owners since October 2021: 2 buys and 65 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jun 13, 2025Sauer NoelSr VP, ResearchSale4$1.49$6Form 4
Feb 25, 2025Prante GerhardDirectorSale1,150$1.92$2.2KForm 4
Feb 24, 2025Prante GerhardDirectorSale1,150$2.07$2.4KForm 4
Feb 21, 2025Prante GerhardDirectorSale1,150$2.20$2.5KForm 4
Feb 20, 2025Prante GerhardDirectorSale1,150$2.35$2.7KForm 4
Feb 19, 2025Prante GerhardDirectorSale1,150$2.58$3.0KForm 4
Feb 18, 2025Prante GerhardDirectorSale2,300$2.52$5.8KForm 4
Feb 14, 2025Prante GerhardDirectorSale1,150$2.60$3.0KForm 4
Feb 13, 2025Prante GerhardDirectorSale1,150$2.53$2.9KForm 4
Feb 12, 2025Prante GerhardDirectorSale1,150$2.45$2.8KForm 4
Feb 11, 2025Prante GerhardDirectorSale1,150$2.48$2.9KForm 4
Feb 10, 2025Prante GerhardDirectorSale1,150$2.52$2.9KForm 4
Feb 7, 2025Prante GerhardDirectorSale1,150$2.50$2.9KForm 4
Feb 6, 2025Prante GerhardDirectorSale1,150$2.55$2.9KForm 4
Feb 5, 2025Prante GerhardDirectorSale1,150$2.52$2.9KForm 4
Feb 4, 2025Prante GerhardDirectorSale1,150$2.45$2.8KForm 4
Feb 3, 2025Prante GerhardDirectorSale1,150$2.41$2.8KForm 4
Jan 31, 2025Prante GerhardDirectorSale1,150$2.55$2.9KForm 4
Jan 30, 2025Prante GerhardDirectorSale1,150$2.46$2.8KForm 4
Jan 29, 2025Prante GerhardDirectorSale1,150$2.42$2.8KForm 4

All 67 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Peter BeethamPh.D.$630.6K$1.4M83
2025Greg GocalPh.D.$455.0K$805.4K83
2025Jason StokesEsq.55$439.7K$605.0K83
2025Rory Riggs$161.5K$302.4K83
2024Former ChiefExecutive Officer$500.0K83
2024Interim Chief Executive OfficerPresident, Chief Operating Officer, and Director$500.0K83
2024Chief Scientific Officer and Executive Vice President$455.0K83

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 62. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Fmr LLC11,449,660$15.7M0.0%+23,731
Vanguard Capital Management LLC2,299,966$3.2M0.0%+181,470
United Capital Financial Advisors, LLC576,043$789.2K0.0%No change
Geode Capital Management, LLC528,233$723.9K0.0%+45,324
BlackRock, Inc.492,795$675.1K0.0%+77,619
Coppell Advisory Solutions LLC250$465.2K0.0%New
Certior Financial Group, LLC337,710$462.7K0.3%+19,507
Prescott Group Capital Management, L.L.C.328,157$449.6K0.0%No change
Squarepoint Ops LLC312,340$427.9K0.0%+237
Vanguard Fiduciary Trust Co310,136$424.9K0.0%+51,988
Corient Private Wealth LP164,974$226.0K0.0%No change
State Street Corp157,189$215.3K0.0%No change
LPL Financial LLC142,431$195.1K0.0%+37,138
Renaissance Technologies LLC132,500$181.5K0.0%+33,600
Northern Trust Corp130,935$179.4K0.0%+26,224
Capital Advisor Network LLC129,975$178.1K0.2%+52,351
Lynx Capital Group Ltd /adv74,000$101.4K0.0%+20,000
Summit Trail Advisors, LLC69,114$94.7K0.0%No change
Citigroup Inc63,564$87.1K0.0%+50,291
Moneta Group Investment Advisors LLC59,474$81.5K0.0%New
Millennium Management LLC59,004$80.8K0.0%−366,038
Raymond James Financial Inc51,107$70.0K0.0%−2,693
Bokf, Na50,000$68.5K0.0%New
UBS Group AG49,301$67.5K0.0%−6,920
Two Sigma Investments, LP48,831$66.9K0.0%−37,375

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Cibus, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARCibus, Inc.1
  • CIK0001705843
  • Employer ID (EIN)27-19679975
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)2870 Agricultural Chemicals1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address6455 Nancy Ridge Drive, San Diego, CA 921211
  • Phone(858) 450-00081
  • Shares outstanding69,196,122 Common Class A shares as of Mar 10, 20265
  • Public float$47.2M as of Jun 30, 20255
  • AuditorBDO USA, P.C., San Diego, California PCAOB ID 243; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceMay 15, 20171
  • Filings723 in all: 4 (302), 8-K (139), 3 (43), 10-Q (28), 425 (23), 424B5 (18), 4/A (16), CORRESP (15)1
    All 49 form types

    UPLOAD (13), 10-K (9), DEF 14A (9), S-8 (9), SC 13G/A (9), DEFA14A (8), EFFECT (8), SC 13D/A (7), 3/A (5), 8-K/A (5), S-3 (5), SC 13G (5), SC 13D (4), 424B3 (3), ARS (3), S-1/A (3), SCHEDULE 13G/A (3), 10-K/A (2), 144 (2), 424B2 (2), DRS (2), PRE 14A (2), S-1 (2), S-3/A (2), 10-Q/A (1), 424B1 (1), 424B4 (1), 5 (1), 8-A12B (1), CERTNAS (1), CT ORDER (1), D (1), DEFR14A (1), DRS/A (1), DRSLTR (1), FWP (1), S-1MEF (1), S-4 (1), S-4/A (1), SCHEDULE 13D/A (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Mar 17, 2026
    Quarterly report (10-Q) Aug 13, 2026
    Proxy statement (DEF 14A) Apr 20, 2026
    Latest 8-K (8-K) Aug 13, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, $0.0001 par value per shareCBUSThe NASDAQ Stock Market LLC

From the cover page of the 10-K filed Mar 17, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Cibus, Inc. names in Item 1A of its 10-K filed Mar 17, 2026: 45 risks under these headings, as written.5

  • Risks Related to Cibus’ Business and Operations
  • Cibus has incurred significant losses and anticipates that it will continue to incur significant losses for several years.
  • Cibus faces significant competition and many of its competitors have substantially greater financial, technical, and other resources than Cibus does.
  • Cibus’ success depends, in part, on its ability to effectively estimate future demand.
  • Cibus’ business activities are currently conducted at a limited number of locations, and damage or business disruptions at these locations would have an adverse effect on its business.
  • Cibus’ research and development efforts may be slower than expected and not be successful.
  • Cibus intends to license the intellectual property produced through its gene editing technologies to third parties for use in their products and will be dependent on them to successfully commercialize such products.
  • Customer relationships that Cibus establishes may not result in revenue generating commercial contracts.
  • Any partnerships that Cibus may enter into in the future may not be successful.
  • If ongoing or future field trials are unsuccessful, Cibus may be unable to complete the development of productivity trait candidates on a timely basis or at all.
  • Cibus relies on third parties to conduct, monitor, support, and oversee field trials, and any performance issues by them may impact Cibus’ ability to successfully commercialize products or license traits.
  • Cibus may lack the necessary expertise, personnel, and resources to effectively license its priority productivity trait products.
The other 34 risks
  • Interruptions in the production or transportation of parent seeds could adversely affect Cibus’ operations and profitability.
  • Cibus’ products may not achieve commercial success quickly or at all.
  • Public understanding of Cibus’ RTDS technologies and public perception and acceptance of gene editing technologies, including Cibus’ RTDS technologies, could affect Cibus’ sales and results of operations.
  • Risks Related to the Agriculture Industry
  • Cibus’ estimates and forecasts with respect to total acres, accessible acres, trait fees, and assumptions regarding Cibus’ trait penetration rates and potential market share may prove to be inaccurate.
  • The overall agricultural industry is susceptible to commodity and raw material price changes.
  • Adverse weather and environmental conditions and natural disasters can cause significant costs and losses.
  • The agricultural industry is highly seasonal, which may cause Cibus’ sales and operating results to fluctuate significantly.
  • Risks Related to Regulatory and Legal Matters
  • Regulatory requirements in certain jurisdictions for gene edited products are evolving, and adverse regulatory changes could have a significant negative impact on Cibus’ ability to develop and commercialize its product candidates.
  • The regulatory environment varies greatly from region-to-region and in many countries is less developed than in the United States.
  • Cibus uses hazardous chemicals and biological materials in its business. Compliance with environmental, health, and safety laws and regulations, and any claims relating to improper handling, storage, or disposal of these materials could be time consuming and costly.
  • Cibus is subject to governmental export and import controls that could impair its ability to compete in international markets due to licensing requirements and subject Cibus to liability if it is not in compliance with applicable laws.
  • Risks Related to Intellectual Property
  • Cibus’ ability to compete may decline if it does not adequately protect its intellectual property proprietary rights.
  • Patents and patent applications involve highly complex legal and factual questions, which, if determined adversely to Cibus, could negatively impact its competitive position.
  • Cibus will not seek to protect its intellectual property rights in all jurisdictions throughout the world and Cibus may not be able to adequately enforce its intellectual property rights even in the jurisdictions where Cibus seeks protection.
  • Third parties may assert rights to inventions Cibus develops or otherwise regards as its own.
  • Cibus may not identify relevant third party patents or may incorrectly interpret the relevance, scope, or expiration of a third party patent which might adversely affect Cibus’ ability to develop and market its products or productivity trait or sustainable ingredient candidates.
  • Any infringement, misappropriation, or other violation by Cibus of intellectual property rights of others may prevent or delay Cibus’ product development efforts and may prevent or increase the costs of Cibus successfully commercializing its products or productivity trait or sustainable ingredient candidates, if approved.
  • Cibus may be unsuccessful in licensing or acquiring intellectual property from third parties that may be required to develop and commercialize Cibus’ products or productivity trait or sustainable ingredient candidates.
  • If Cibus fails to comply with its obligations in the agreements under which Cibus licenses intellectual property rights from third parties or otherwise experience disruptions to its business relationships with its licensors, Cibus could lose license rights that are important to its business.
  • Some of the licenses Cibus may grant to its licensing partners to use Cibus’ proprietary genes in certain crops may be exclusive within certain jurisdictions, which could limit Cibus’ licensing opportunities.
  • Cibus’ results of operations will be affected by the level of royalty payments that Cibus is required to pay to third parties.
  • Risks Related to Cibus’ Organization and Operations
  • Cibus’ Royalty Liability may contribute to net losses for Cibus and cause the value for securities of Cibus to fluctuate.
  • Cibus depends on key management personnel and attracting and retaining other qualified personnel, and its business could be harmed if Cibus loses key management personnel or cannot attract and retain other qualified personnel.
  • Cibus’ internal computer systems, or those of its third party contractors or consultants, may fail or suffer security breaches, which could result in a material disruption of Cibus’ operations.
  • Risks Related to Cibus’ Common Stock
  • The market price of the Class A Common Stock has been and could remain volatile, and the market price of the Class A Common Stock may drop.
  • Provisions in the Amended Certificate of Incorporation and Amended Bylaws and provisions under Delaware Law could make an acquisition of Cibus, which may be beneficial to its stockholders, more difficult and may prevent attempts by its stockholders to replace or remove its management.
  • Cibus may issue shares of preferred stock in the future, which could make it difficult for another company to acquire Cibus or could otherwise adversely affect holders of its Class A Common Stock, which could depress the price of the Class A Common Stock.
  • Cibus’ executive officers, directors, and principal stockholders have the ability to control or significantly influence all matters submitted to its stockholders for approval.
  • The United States net operating loss carryforwards and certain other tax attributes of Cibus may be subject to limitations.
  • Risks Related to the Organizational Structure of Cibus
  • Cibus is a holding company and its only material asset is its interest in Cibus Global, and it is accordingly dependent upon distributions from Cibus Global to pay taxes and cover its corporate and other overhead expenses.
  • Cibus is required to make payments to the TRA Parties pursuant to the Tax Receivable Agreement for certain tax benefits Cibus may receive and the amounts payable may be substantial.
  • In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits Cibus realizes in respect of the tax attributes subject to the Tax Receivable Agreement.
  • In the event that Cibus’ payment obligations under the Tax Receivable Agreement are accelerated upon certain mergers, other forms of business combinations or other changes of control, the consideration payable to holders of Class A Common Stock could be substantially reduced.
  • Cibus will not be reimbursed for any payments made under the Tax Receivable Agreement in the event that any tax benefits are subsequently disallowed.

Legal proceedings

The Company was not a party to any material pending legal proceedings as of December 31, 2025. From time-to-time, the Company may be involved in legal proceedings arising in the ordinary course of business.

The opening of Item 3, Legal Proceedings.5

Sources

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