COVER PAGE
COVER PAGE - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 09, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-38161 | |
Entity Registrant Name | Cibus, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-1967997 | |
Entity Address, Address Line One | 6455 Nancy Ridge Drive | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92121 | |
City Area Code | (858) | |
Local Phone Number | 450-0008 | |
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | |
Trading Symbol | CBUS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001705843 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 16,641,505 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,642,636 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 50,895,000 | $ 3,427,000 |
Restricted cash | 0 | 99,000 |
Accounts receivable | 858,000 | 0 |
Prepaid expenses and other current assets | 3,093,000 | 606,000 |
Total current assets | 54,846,000 | 4,132,000 |
Property, plant, and equipment, net | 14,989,000 | 4,516,000 |
Operating lease right-of-use assets | 22,550,000 | 13,615,000 |
Intangible assets, net | 135,379,000 | 158,000 |
Goodwill | 585,266,000 | 0 |
Other non-current assets | 1,238,000 | 0 |
Total assets | 814,268,000 | 22,421,000 |
Current liabilities: | ||
Accounts payable | 3,960,000 | 340,000 |
Accrued expenses | 5,036,000 | 173,000 |
Accrued compensation | 4,378,000 | 107,000 |
Deferred revenue | 1,547,000 | 107,000 |
Current portion of notes payable | 1,562,000 | 0 |
Current portion of financing lease obligations | 164,000 | 97,000 |
Current portion of operating lease obligations | 5,102,000 | 367,000 |
Class A common stock warrants | 662,000 | 291,000 |
Total current liabilities | 22,445,000 | 1,662,000 |
Notes payable, net of current portion | 719,000 | 0 |
Operating lease obligations, net of current portion | 18,870,000 | 13,447,000 |
Royalty liability - related parties | 148,977,000 | 0 |
Other non-current liabilities | 2,078,000 | 79,000 |
Total liabilities | 193,089,000 | 15,188,000 |
Commitments and contingencies (See Note 10) | ||
Redeemable noncontrolling interest | 136,866,000 | 0 |
Stockholders’ equity: | ||
Additional paid-in capital | 722,327,000 | 220,422,000 |
Class A common stock in treasury, at cost; 32,647 shares as of June 30, 2023, and 2,007 shares as of December 31, 2022 | (1,785,000) | (1,043,000) |
Accumulated deficit | (236,235,000) | (212,151,000) |
Accumulated other comprehensive loss | (2,000) | 0 |
Total stockholders’ equity | 484,313,000 | 7,233,000 |
Total liabilities, redeemable noncontrolling interest, and stockholders' equity | 814,268,000 | 22,421,000 |
Common Class A | ||
Stockholders’ equity: | ||
Common stock | 8,000 | 5,000 |
Common Class B | ||
Stockholders’ equity: | ||
Common stock | 0 | 0 |
Related Party | ||
Current liabilities: | ||
Other current liabilities | 0 | 175,000 |
Nonrelated Party | ||
Current liabilities: | ||
Other current liabilities | $ 34,000 | $ 5,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Common stock, shares authorized (in shares) | 300,000,000 | |
Common stock, shares issued (in shares) | 22,300,966 | |
Common stock, shares outstanding (in shares) | 21,249,037 | |
Treasury stock, shares (in shares) | 32,647 | 2,007 |
Common Class A | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 210,000,000 | 275,000,000 |
Common stock, shares issued (in shares) | 17,658,330 | 978,915 |
Common stock, shares outstanding (in shares) | 16,606,401 | 976,908 |
Common Class B | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 90,000,000 | 0 |
Common stock, shares issued (in shares) | 4,642,636 | 0 |
Common stock, shares outstanding (in shares) | 4,642,636 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue: | ||||
Total revenue | $ 197,000 | $ 41,000 | $ 239,000 | $ 73,000 |
Operating expenses: | ||||
Research and development | 8,429,000 | 3,250,000 | 10,638,000 | 6,191,000 |
Selling, general, and administrative | 11,079,000 | 3,556,000 | 13,375,000 | 6,736,000 |
Total operating expenses | 19,508,000 | 6,806,000 | 24,013,000 | 12,927,000 |
Loss from operations | (19,311,000) | (6,765,000) | (23,774,000) | (12,854,000) |
Royalty liability interest expense - related parties | (2,617,000) | 0 | (2,617,000) | 0 |
Interest, net | 99,000 | (16,000) | 78,000 | (33,000) |
Non-operating income (expenses) | 1,320,000 | 4,296,000 | 410,000 | 4,783,000 |
Loss before income taxes | (20,509,000) | (2,485,000) | (25,903,000) | (8,104,000) |
Income taxes | 0 | 0 | 0 | 0 |
Net loss | (20,509,000) | (2,485,000) | (25,903,000) | (8,104,000) |
Net loss attributable to redeemable noncontrolling interest | (1,819,000) | 0 | (1,819,000) | 0 |
Net loss attributable to Cibus, Inc. | $ (18,690,000) | $ (2,485,000) | $ (24,084,000) | $ (8,104,000) |
Basic net loss per share of class A common stock (in dollars per share) | $ (3.05) | $ (2.66) | $ (6.73) | $ (9.14) |
Diluted net loss per share of class A common stock (in dollars per share) | $ (3.05) | $ (2.66) | $ (6.73) | $ (9.14) |
Weighted average shares of class A common stock outstanding - basic (in shares) | 6,136,114 | 933,274 | 3,576,350 | 887,096 |
Weighted average shares of class A common stock outstanding - diluted (in shares) | 6,136,114 | 933,274 | 3,576,350 | 887,096 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (20,509) | $ (2,485) | $ (25,903) | $ (8,104) |
Foreign currency translation adjustments | (2) | 0 | (2) | 0 |
Comprehensive loss | (20,511) | (2,485) | (25,905) | (8,104) |
Comprehensive loss attributable to redeemable noncontrolling interest | (1,819) | 0 | (1,819) | 0 |
Comprehensive loss attributable to Cibus, Inc. | $ (18,692) | $ (2,485) | $ (24,086) | $ (8,104) |
CONSOLIDATED STATEMENTS OF REDE
CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Class A | Common Class B | At-The-Market Offering | Follow-on Public Offering | Cumulative Effect, Period of Adoption, Adjustment | Common Stock Common Class A | Common Stock Common Class B | Common Stock Follow-on Public Offering Common Class A | Additional Paid-In Capital | Additional Paid-In Capital At-The-Market Offering | Additional Paid-In Capital Follow-on Public Offering | Shares in Treasury | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||
Net loss | $ 0 | |||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 775,480 | |||||||||||||||
Beginning balance at Dec. 31, 2021 | 14,132 | $ 832 | $ 4 | $ 211,263 | $ (1,043) | $ (196,092) | $ 832 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net loss | (8,104) | (8,104) | ||||||||||||||
Stock-based compensation | 1,855 | 1,855 | ||||||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units (in shares) | 3,647 | |||||||||||||||
Issuance of common stock (in shares) | 77,600 | |||||||||||||||
Issuance of common stock | $ (7) | $ 5,051 | $ 1 | $ (7) | $ 5,050 | |||||||||||
Foreign currency translation adjustments | 0 | |||||||||||||||
Issuance of class A common stock upon exercise of per-funded warrants (in shares) | 77,600 | |||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 934,327 | |||||||||||||||
Ending balance at Jun. 30, 2022 | 13,759 | 832 | $ 5 | 218,161 | (1,043) | (203,364) | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||
Net loss | 0 | |||||||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 854,838 | |||||||||||||||
Beginning balance at Mar. 31, 2022 | 14,921 | $ 5 | 216,838 | (1,043) | (200,879) | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net loss | (2,485) | (2,485) | ||||||||||||||
Stock-based compensation | 1,323 | 1,323 | ||||||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units (in shares) | 1,889 | |||||||||||||||
Foreign currency translation adjustments | 0 | |||||||||||||||
Issuance of class A common stock upon exercise of per-funded warrants (in shares) | 77,600 | |||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 934,327 | |||||||||||||||
Ending balance at Jun. 30, 2022 | 13,759 | $ 832 | $ 5 | 218,161 | (1,043) | (203,364) | ||||||||||
Beginning balance at Dec. 31, 2022 | 0 | |||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||
Net loss | (1,819) | |||||||||||||||
Redeemable noncontrolling interest resulting from merger with Cibus Global, LLC | 138,685 | |||||||||||||||
Ending balance at Jun. 30, 2023 | 136,866 | |||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 976,908 | 0 | 976,908 | 0 | ||||||||||||
Beginning balance at Dec. 31, 2022 | 7,233 | $ 5 | $ 0 | 220,422 | (1,043) | (212,151) | $ 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net loss | (24,084) | (24,084) | ||||||||||||||
Stock-based compensation | 5,842 | 5,842 | ||||||||||||||
Issuance of common stock resulting from merger with Cibus Global, LLC (in shares) | 15,508,202 | 4,642,636 | ||||||||||||||
Issuance of common stock resulting from merger with Cibus Global, LLC | 634,751 | $ 3 | 634,748 | |||||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units (in shares) | 153,938 | |||||||||||||||
Shares withheld for net share settlement (in shares) | (32,647) | |||||||||||||||
Shares withheld for net share settlement | (742) | (742) | ||||||||||||||
Redeemable noncontrolling interest resulting from merger with Cibus Global, LLC | (138,685) | (138,685) | ||||||||||||||
Foreign currency translation adjustments | $ (2) | (2) | ||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 21,249,037 | 16,606,401 | 4,642,636 | 16,606,401 | 4,642,636 | |||||||||||
Ending balance at Jun. 30, 2023 | $ 484,313 | $ 8 | $ 0 | 722,327 | (1,785) | (236,235) | (2) | |||||||||
Beginning balance at Mar. 31, 2023 | 0 | |||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||
Net loss | (1,819) | |||||||||||||||
Redeemable noncontrolling interest resulting from merger with Cibus Global, LLC | 138,685 | |||||||||||||||
Ending balance at Jun. 30, 2023 | 136,866 | |||||||||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 994,626 | 0 | ||||||||||||||
Beginning balance at Mar. 31, 2023 | 2,667 | $ 5 | $ 0 | 221,250 | (1,043) | (217,545) | 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net loss | (18,690) | (18,690) | ||||||||||||||
Stock-based compensation | 5,014 | 5,014 | ||||||||||||||
Issuance of common stock resulting from merger with Cibus Global, LLC (in shares) | 15,508,202 | 4,642,636 | ||||||||||||||
Issuance of common stock resulting from merger with Cibus Global, LLC | 634,751 | $ 3 | 634,748 | |||||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units (in shares) | 136,220 | |||||||||||||||
Shares withheld for net share settlement (in shares) | (32,647) | |||||||||||||||
Shares withheld for net share settlement | (742) | (742) | ||||||||||||||
Redeemable noncontrolling interest resulting from merger with Cibus Global, LLC | (138,685) | (138,685) | ||||||||||||||
Foreign currency translation adjustments | $ (2) | (2) | ||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 21,249,037 | 16,606,401 | 4,642,636 | 16,606,401 | 4,642,636 | |||||||||||
Ending balance at Jun. 30, 2023 | $ 484,313 | $ 8 | $ 0 | $ 722,327 | $ (1,785) | $ (236,235) | $ (2) |
CONSOLIDATED STATEMENTS OF RE_2
CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS' EQUITY (Parenthetical) $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Offering costs | $ 0.5 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating activities | ||
Net loss | $ (25,903) | $ (8,104) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Royalty liability interest expense - related parties | 2,617 | 0 |
Depreciation and amortization | 1,191 | 763 |
Stock-based compensation | 5,842 | 1,855 |
Change in fair value of liability classified Class A common stock warrants | 371 | (4,723) |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | 1,377 | 0 |
Due to/from related parties | (95) | (71) |
Prepaid expenses and other current assets | 47 | 5 |
Accounts payable | (2,270) | (114) |
Accrued expenses | 1,296 | (87) |
Accrued compensation | 1,411 | (250) |
Deferred revenues | 251 | (74) |
Right-of-use assets and lease liabilities, net | 49 | 100 |
Other assets and liabilities, net | (303) | (576) |
Net cash used by operating activities | (14,119) | (11,276) |
Investing activities | ||
Cash acquired from merger with Cibus Global, LLC | 59,381 | 0 |
Purchases of property, plant, and equipment | (560) | (1,289) |
Net cash provided by (used) by investing activities | 58,821 | (1,289) |
Financing activities | ||
Proceeds from Class A common stock issuance | 0 | 11,209 |
Costs incurred related to the issuance of Class A common stock | 0 | (961) |
Proceeds from draws on revolving line of credit from Cibus Global, LLC | 2,500 | 0 |
Payment of taxes related to vested restricted stock units | (742) | 0 |
Proceeds from issuance of notes payable | 1,287 | 0 |
Repayments of financing lease obligations | (110) | (190) |
Repayments of notes payable | (273) | 0 |
Net cash provided by financing activities | 2,662 | 10,058 |
Effect of exchange rate changes on cash and cash equivalents | 5 | 0 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 47,369 | (2,507) |
Cash, cash equivalents, and restricted cash – beginning of period | 3,526 | 14,421 |
Cash, cash equivalents, and restricted cash – end of period | $ 50,895 | $ 11,914 |
BASIS OF PRESENTATION & SUMMARY
BASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The unaudited consolidated financial statements of Cibus, Inc. (Cibus or the Company) 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. In the Company’s opinion, the accompanying consolidated financial statements reflect all adjustments necessary for a fair presentation 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. 3, 2023, respectively (collectively, the Annual Report). The accompanying consolidated balance sheets as of December 31, 2022, 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. Description of Business Cibus, Inc. (formerly Calyxt, Inc.) completed the Merger Transactions (as defined below under “—Merger Transactions”) on May 31, 2023, with Cibus Global, LLC (Cibus Global), and the Company carries on its business through Cibus Global and its subsidiaries. Cibus is the sole managing member of Cibus Global and, as sole managing member, the Company operates and controls all of the business and affairs of Cibus Global. As a result, the Company consolidates the financial results of Cibus Global and its subsidiaries and reports redeemable noncontrolling interest representing the economic interest in Cibus Global held by the other members of Cibus Global. Cibus Global, a Delaware limited liability company, was formed on May 10, 2019. Immediately prior to the effective date of this formation, Cibus Global was organized as a British Virgin Islands company (Cibus Global, Ltd.), which was formed on November 5, 2001. On May 10, 2019, Cibus Global was converted to be a Delaware limited liability company. Completion of Merger Transactions The Amended Certificate of Incorporation designated 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. Each share of Legacy Calyxt’s common stock, par value $0.0001 per share (Legacy Common Stock) existing and outstanding immediately prior to the Merger Transactions remained outstanding as a share of Class A Common Stock without any conversion or exchange thereof. Reverse Stock Splits Prior to the Merger Transactions, Legacy Calyxt effected a one-for-ten reverse stock split (the First Reverse Stock Split) of the Legacy Common Stock, which became effective on April 24, 2023. The First Reverse Stock Split was reflected on the Nasdaq Capital Market beginning with the opening of trading on April 25, 2023. The par value and authorized shares of Legacy Common Stock and preferred stock of the Company were not adjusted as a result of the Reverse Stock Splits. Pursuant to the Amended Certificate of Incorporation, following the consummation of the Merger Transactions, the Company is authorized to issue 310,000,000 shares, consisting of (i) 300,000,000 shares of common stock, par value $0.0001 per share, divided into (A) 210,000,000 shares of Class A Common Stock and (B) 90,000,000 shares of Class B Common Stock and (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share. Unless otherwise noted, all share and per share amounts in this Quarterly Report on Form 10-Q have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Splits. Class A Common Stock Class B Common Stock Total Common Stock Authorized 210,000,000 90,000,000 300,000,000 Issued 17,658,330 4,642,636 22,300,966 Outstanding 16,606,401 4,642,636 21,249,037 Class A Restricted Stock In connection with the Merger Transactions, the Company issued restricted shares of Class A Common Stock (Class A Restricted Stock), which remain subject to vesting conditions, to Cibus Global Members that held unvested profits interest units at the time of the consummation of the Merger Transactions. Shares of Class A Restricted Stock are considered to be legally issued and outstanding as of the date of grant, notwithstanding that the shares remain subject to risk of forfeiture if the vesting conditions for such shares are not met. For financial statement presentation purposes, Class A Restricted Stock is treated as issued, but will only be treated as outstanding 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 are excluded from items presenting Class A Common Stock, including the calculation of net loss per share of Class A Common Stock. Going Concern 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, or (v) a combination of the foregoing. The accompanying 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. 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. The Company's management has concluded there is substantial doubt regarding the Company's ability to continue as a going concern within one year after the date that these financial statements are issued because it will need to raise additional capital to support its business plans. If the Company is unable to raise additional capital in a sufficient amount or on acceptable terms, the Company may have to implement various cost reduction measures to manage liquidity, and the Company may have to delay or scale back operations. If the Company raises additional funds through the issuance of additional debt or equity securities, it could result in 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. Any of these events could impact the Company’s business, financial condition, and prospects. Use of Estimates Fair Value Measurements of Financial Instruments The Company follows Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and Disclosures, for financial assets and liabilities that are recognized or disclosed at fair value in these consolidated financial statements on a recurring basis. Under ASC 820, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts its business. ASC 820 clarifies fair value should be based on assumptions market participants would use when pricing the asset or liability and establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to observable unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Cash and Cash Equivalents Restricted Cash Accounts Receivable Property, Plant, and Equipment, net three Goodwill and Acquired Intangible Assets Goodwill is calculated as the excess of the purchase consideration paid in a business combination over the fair value of the assets acquired less liabilities assumed. Goodwill is not amortized and is tested for impairment at least annually or when events and circumstances indicate that fair value of a reporting unit may be below its carrying value. The Company has one reporting unit. The Company first assesses qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount or elects to bypass such assessment. If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying value, or the Company elects to bypass the qualitative assessment, it performs a quantitative test by determining the fair value of the reporting unit. If the carrying value of the reporting unit exceeds the fair value, then an impairment loss is recognized for the difference. Acquired in process R&D, developed technology, and trade names are related to the Merger Transactions. Acquired intangible assets are amortized on a straight-line basis over the estimated period over which the Company expects to realize economic value related to the intangible asset. In process R&D is not amortized until it is determined to be ready for its intended use. The acquired in process R&D will be tested for impairment annually, or more frequently, if an impairment indicator is identified. No impairment charges relating to acquired goodwill or indefinite lived intangible assets were recorded for the six months ended June 30, 2023. Leases The Company determines if an arrangement is or contains a lease at inception. For leases with a term greater than one year, lease right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company excludes short-term leases, if any, having initial terms of 12 months or less at lease commencement as an accounting policy election. In determining the net present value of lease payments, the Company uses its incremental borrowing rate, which represents an estimated rate of interest that the Company would have to pay to borrow equivalent funds on a collateralized basis, at the lease commencement date. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the consolidated statements of operations. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space leased by the Company. The Company has elected the practical expedient to not separate between lease and non-lease components. Asset Retirement Obligation The Company records an asset retirement obligation (ARO) for the estimated cost of removing constructed leasehold improvement assets and restoring the leased premises back to their original condition, at the time when the contractual obligations are incurred. The ARO represents the present value of the expected cost for the related restoration activities. The ARO assets and liabilities are recorded in property, plant, and equipment, net and other non-current liabilities, respectively, in the Company’s consolidated balance sheets. The Company records accretion expense, which represents the increase in the ARO, over the remaining or operational life of the associated leasehold improvements. Accretion expense is recorded as SG&A expense in the consolidated statements of operations using an accretion rate based on the credit adjusted risk-free interest rate. Changes resulting from revisions to the timing or amount of the original estimate of cash flows are recognized as an increase or a decrease in the asset retirement cost, or income when the asset retirement cost is depleted. Revenue Recognition Collaboration Agreements Related to Contract Research Contract Liabilities 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 consolidated balance sheets. The Company expects to recognize the amounts included in deferred revenues within one year. In Thousands Deferred Revenue Balance as of December 31, 2022 $ 107 Acquired from merger with Cibus Global, LLC 1,186 Consideration earned (239) Consideration received 493 Balance as of June 30, 2023 $ 1,547 For the six months ended June 30, 2023, $0.1 million of the deferred revenue balance as of December 31, 2022, had been recognized as revenue in the accompanying consolidated statements of operations. Selling, General, and Administrative Expenses intellectual property, information technology, finance, human resources, and other administrative functions. These costs include legal, professional, and consulting fees for external firms and contractors. All selling and marketing expenses, including advertising expenses and allocated facility costs including rent, utilities, maintenance expenses, and depreciation and amortization, are included in SG&A expense in the accompanying consolidated statements of operations. Research and Development Expenses Royalty Liability – Related Parties In 2014, Cibus Global entered into the warrant exchange agreement (Warrant Exchange Agreement), which remains in place following the Company’s acquisition of Cibus Global in the Merger Transactions, Cibus Global is required to make ongoing quarterly payments equal to a portion of the aggregate amount of certain worldwide revenues received during the applicable quarter. The Company refers to such payment obligations as its Royalty Liability. Management estimates the total amount of royalty payments over the life of the Warrant Exchange Agreement that Cibus Global will be required to make to holders of certain warrants (Royalty Holders) that were exchanged for the rights to future royalty payments pursuant to the Warrant Exchange Agreement. The Royalty Liability is based on the Company’s current estimates of future royalties expected to be paid over the life of the arrangement. The Company will periodically assess the expected royalty payments using a combination of internal projections and external sources. In order to determine the amortization of the Royalty Liability, the Company is required to estimate the total amount of future royalty payments to the Royalty Holders over the life of the Warrant Exchange Agreement. This estimate contains significant assumptions that impact both the amount recorded at execution and the interest expense that will be recognized over the royalty period. The Company will periodically assess the estimated royalty payments and to the extent the amount or timing of such payments is materially different than the original estimates, an adjustment will be recorded prospectively to increase or decrease interest expense. There are a number of factors that could materially affect the amount and timing of royalty payments and correspondingly, the amount of interest expense recorded by the Company, most of which are not within the Company’s control. Such factors include, but are not limited to, delays or discontinuation of development of the Company’s products, regulatory approval, the introduction of competing products, manufacturing or other delays, intellectual property matters, adverse events that result in authority imposed restrictions on the use of the products, significant changes in foreign exchange rates as the royalties are made in U.S. dollars, and other events or circumstances that are not currently foreseen. Changes to any of these factors could result in increases or decreases to interest expense. See Note 11 for further details. Non-Operating Income (Expenses) Non-operating income (expenses) are income or expenses that are not directly related to ongoing operations and are primarily comprised of gains and losses from the mark-to-market of Common Warrants to purchase Class A Common Stock and foreign exchange transactions. Costs related to the completion of the Merger Transactions were previously included in non-operating income (expenses) in the first quarter of 2023. Approximately $0.8 million has been reclassified to SG&A expense in the three months ended June 30, 2023. 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 issued and 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 are excluded from the calculation of net loss per share of Class A Common Stock. 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 anti-dilutive effect: As of June 30, 2023 2022 Stock options outstanding 109,551 118,760 Unvested restricted stock units 101 28,121 Unvested performance stock units — 22,600 Unvested restricted stock awards 1,001,644 — Common Warrants 158,483 158,483 Total 1,269,779 327,964 Warrants The Company issued pre-funded warrants (Pre-Funded Warrants) to purchase Class A Common Stock in a follow-on offering on February 23, 2022 (the Follow-On Offering). The Pre-Funded Warrants , which were each exercisable for one share of the Company’s Class A Common Stock at an exercise price of $0.0001 per share, were exercised in full on May 4, 2022, and subsequently settled with the counterparty. While outstanding, the Pre-Funded Warrants were considered equity instruments and reported in stockholders’ equity in the Company’s consolidated balance sheets, and the shares issuable upon exercise of the Pre-Funded Warrants were included in the determination of the Company’s net loss per share of Class A Common Stock. The Company also issued Common Warrants in the Follow-On Offering. The Common Warrants expire on August 23, 2027, and are each exercisable for one share of the Company’s Class A Common Stock for $69.04 per share , after giving effect to the Reverse Stock Splits . The Common Warrants have been classified as a liability because they include a put option election available to their holder that is contingently exercisable if the Company enters into a fundamental transaction (Fundamental Transaction). Pursuant to the terms of the Common Warrants, a Fundamental Transaction occurs if (i) the Company, directly or indirectly, effects any merger or consolidation of the Company with or into another person in which the Company is not the surviving entity, (ii) the Company (and all of its subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer is completed pursuant to which holders of the Company’s Class A Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50 percent or more of the outstanding Class A Common Stock of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization, or recapitalization of the Class A Common Stock or any compulsory share exchange pursuant to which the Class A Common Stock is effectively converted into or exchanged for other securities, cash, or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination with another person or group of persons whereby such other person or group acquires more than 50 percent of the voting power of the outstanding shares of Class A Common Stock (not including any shares of Class A Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination) (the Fundamental Change Put). If the Fundamental Change Put is exercised by the holder of a Common Warrant, holder may elect to receive either the consideration of the Fundamental Transaction or put the Common Warrants back to the Company in exchange for cash, based on terms and timing specified in the Common Warrant agreement. If the Fundamental Change Put option is exercised, the Company is required to pay cash to the holder in an amount as determined by the Black Scholes pricing model, with assumptions determined in accordance with the terms of the Common Warrants. The Company believes that the Merger Transactions did not qualify as a Fundamental Transaction. The Common Warrants are reported at fair value with changes in fair value reported in earnings. The Company reports the changes in fair value of the Common Warrants in non-operating income (expenses) in its consolidated statements of operations. Employee Retention Credit Prior to the Merger Transactions, Cibus Global qualified for federal government assistance through the Employee Retention Credit (ERC) provisions of the CARES Act passed in 2020, for the second, third, and fourth fiscal quarters of 2020, as well as the first and second fiscal quarters of 2021. The purpose of the ERC was to encourage employers to keep employees on the payroll, even if they were not working during the covered period because of the coronavirus outbreak. The Company recognizes amounts to be refundable as tax credits if there is a reasonable assurance of compliance with the grant conditions and receipt of credits. As of June 30, 2023, the Company recognized $0.2 million, and it expects a further refund totaling $0.2 million which is included in accounts receivable in the Company's consolidated balance sheets. Foreign Currency The accompanying consolidated financial statements are presented in United States dollars (USD) as the reporting currency. For those foreign subsidiaries where the Company has determined that the functional currency is the entity’s local currency, the assets and liabilities of such subsidiaries are translated into USD using exchange rates in effect at the balance sheet date. The revenue and expenses of such subsidiaries are translated into USD using average exchange rates in effect during the reporting period. Any translation adjustments are presented as accumulated other comprehensive income (loss), within stockholders' equity in the accompanying consolidated statements of redeemable noncontrolling interest and stockholders' equity. Foreign currency transaction gains and losses are included in non-operating income (expenses) within the accompanying consolidated statements of operations and were immaterial for all periods presented. Segment Reporting Management has determined that the Company has one operating segment, R&D of plant gene editing, which is consistent with the Company's structure and how it manages the business. Furthermore, the Company's Chief Operating Decision Maker, which is the Company's Chief Executive Officer, monitors and reviews financial information at a consolidated level for assessing operating results and the allocation of resources. Recently Issued Accounting Pronouncements From time-to-time, new accounting pronouncements are issued by the 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. For public business entities, the amendments in ASU No. 2021-08 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendments in ASU No. 2021-08 should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted. An entity that early adopts should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The Company has early adopted ASU No. 2021-08 effective October 1, 2020. |
MERGER WITH CIBUS GLOBAL
MERGER WITH CIBUS GLOBAL | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
MERGER WITH CIBUS GLOBAL | MERGER WITH CIBUS GLOBALAs described in Note 1, on May 31, 2023, the Company completed the Merger Transactions. Redeemable Noncontrolling Interest All of the issued and outstanding Cibus Global membership units (Common Units) are held solely by the Company and certain members of Cibus Global who elected in connection with the Merger Transactions to receive units (Up-C Units) consisting of one share of Class B Common Stock and one Common Unit at the closing of the Merger Transactions (Electing Members). The Up-C Units are generally exchangeable for shares of Class A Common Stock on a one-for-one basis, subject to certain restrictions. In accordance with ASC 810, Consolidation, Cibus Global is considered a Variable Interest Entity (VIE) with Cibus as its sole managing member and primary beneficiary. As such, Cibus consolidates Cibus Global, and the remaining Common Unit holders that hold economic interest directly in Cibus Global are presented as redeemable noncontrolling interest on the Company’s financial statements. There are no restrictions on the use of assets of Cibus Global. Purchase Price The purchase price for Cibus Global was determined as follows: Number of shares of Common Stock received by Cibus Global, LLC equityholders as merger consideration (1) 20,150,838 Multiplied by the fair value per share of Cibus, Inc. Class A Common Stock (2) $ 31.50 Purchase price $ 634,751,397 (1) This share number represents the aggregate number of shares of Common Stock issued to Cibus Global members in the Merger Transactions and comprises: 15,508,202 shares of Class A Common Stock and 4,642,636 shares of Class B Common Stock. This share number excludes 1,019,282 shares of Class A Restricted Stock, which will be treated as issued and outstanding for financial statement presentation purposes only after such awards have vested and, therefore, have ceased to be subject to a risk of forfeiture. (2) Reflects the purchase price per share of the Company's Class A Common Stock, which was the closing price of the Class A Common Stock on May 31, 2023, the closing date of the Merger Transactions. Purchase Price Allocation The acquisition of Cibus Global was accounted for using the acquisition method, whereby all of the assets acquired and liabilities assumed were recognized at their fair value on the acquisition date, with any excess of the purchase price over the estimated fair value recorded as goodwill. Certain data to complete the purchase price allocation is not yet available, including, but not limited to, final appraisals of certain assets acquired and liabilities assumed. The Company will finalize the purchase price allocation during the 12-month period following the acquisition date, during which time the value of the assets and liabilities may be revised as appropriate. The following table sets forth the preliminary allocation of the consideration: In Thousands May 31, 2023 Cash and cash equivalents $ 59,381 Accounts receivable 2,216 Due from related parties, net 19 Note receivable 2,500 Prepaid expenses and other current assets 2,535 Property, plant and equipment 10,588 Operating lease right-of-use-assets 9,519 Goodwill 585,266 Intangible assets 135,429 Other non-current assets 457 Accounts payable (5,582) Accrued expenses (3,477) Accrued compensation (2,859) Due to related parties (8) Deferred revenue (1,186) Current portion of notes payable (517) Current portion of operating lease obligations (4,687) Current portion of financing lease obligations (165) Other current liabilities (17) Notes payable, net of current portion (749) Operating lease obligations, net of current portion (6,006) Financing lease obligations, net of current portion (10) Royalty liability - related parties (146,360) Other non-current liabilities (1,536) Consideration transferred $ 634,751 Receivables have been recognized at their fair value, and the Company has not recognized, and it does not expect, any credit losses and therefore expects cash flows to match the recognized receivables. Intangible Assets Acquired Intangible assets acquired, and their related estimated average useful lives, are as follows: In Thousands, except useful life May 31, 2023 Estimated Average Useful Life (Years) In-process research and development $ 99,051 Indefinite Developed technology 14,148 20 Trade name 22,230 20 Total $ 135,429 The weighted average amortization period for the Company's definite lived intangible assets, including developed technology and trade names, was 20 years. The Company incurred expenses of approximately $8.2 million in connection with the completion of the Merger Transactions, of which approximately $0.4 million was recognized in 2022 in the consolidated statements of operations. For the six months ended June 30, 2023, approximately $3.5 million in legal and professional fees, $1.9 million in severance costs resulting from pre-existing employment agreements, and $1.1 million in stock compensation expense from accelerated share vesting per the individual stock award agreements, were included in SG&A expense in the consolidated statements of operations. Additionally, for the six months ended June 30, 2023, approximately $1.3 million in stock compensation expense from accelerated share vesting per the individual stock award agreements, was included in R&D expense in the consolidated statements of operations. The unaudited pro forma condensed financial information is not indicative of the results of operations that would have been achieved had the acquisitions reflected herein been consummated on the dates indicated or that will be achieved in the future. Three Months Ended June 30, Six Months Ended June 30, Unaudited and in Thousands 2023 2022 2023 2022 Pro forma revenues $ 443 $ 300 $ 679 $ 685 Pro forma net loss (31,026) (2,948) (53,946) (41,638) Pro forma net loss attributable to controlling interest (27,352) (21,683) (46,280) (36,302) Pro forma net loss attributable to noncontrolling interest $ (3,674) $ (2,948) $ (7,666) $ (5,336) Tax Receivable Agreement In conjunction with the Merger Transactions, the Company entered into a Tax Receivable Agreement (TRA) with the Electing Members. Pursuant to the TRA, the Company generally will be required to pay to the Electing Members, in the aggregate, 85 percent of the net income tax savings that the Company actually realizes (or in certain circumstances, is deemed to realize) as a result of (i) certain favorable tax attributes the Company acquired from the blocker entities party to the Merger Agreement in connection with the Merger Transactions (including net operating losses), (ii) increases to the Company's allocatable share of the tax basis of Cibus Global's assets resulting from future redemptions or exchanges of Common Units for shares of Class A Common Stock or cash, (iii) tax attributes resulting from certain payments made under the TRA and (iv) deductions in respect of interest under the TRA. The payment obligations under the TRA are the Company's obligations and not obligations of Cibus Global. As of June 30, 2023, no Up-C Units have been exchanged by Electing Members for shares of Class A Common Stock. As of June 30, 2023, the Company has recorded a full valuation allowance against its net deferred tax assets as the realizability of the tax benefit is not at the more-likely-than-not threshold. Since the benefit has not been recorded, the Company determined that the TRA liability is not probable and therefore no TRA liability existed as of June 30, 2023. |
FINANCIAL INSTRUMENTS MEASURED
FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK | FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK Financial Instruments Measured at Fair Value and Financial Statement Presentation The accounting guidance establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as of the measurement date as follows: Level 1: Fair values are based on unadjusted quoted prices in active trading markets for identical assets and liabilities. Level 2: Fair values are based on observable quoted prices other than those in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets. Level 3: Fair values are based on at least one significant unobservable input for the asset or liability. Fair Value Measurements and Financial Statement Presentation The Company’s financial instruments measured at fair value and their respective levels in the fair value hierarchy as of June 30, 2023, and December 31, 2022 were as follows: June 30, 2023 December 31, 2022 Fair Value of Assets Fair Value of Assets In Thousands Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Money market funds (1) $ 22,260 $ — $ — $ 22,260 $ — $ — $ — $ — Total $ 22,260 $ — $ — $ 22,260 $ — $ — $ — $ — June 30, 2023 December 31, 2022 Fair Value of Liabilities Fair Value of Liabilities In Thousands Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Common Warrants $ — $ — $ 662 $ 662 $ — $ — $ 291 $ 291 Total $ — $ — $ 662 $ 662 $ — $ — $ 291 $ 291 The estimated fair values of the Common Warrants, and the assumptions used for the Black-Scholes option pricing model were as follows: As of June 30, 2023 As of December 31, 2022 Estimated fair value of Common Warrants $ 4.18 $ 1.87 Assumptions: Risk-free interest rate 4.3 % 4.0 % Expected volatility 100.0 % 85.0 % Expected term to liquidation (in years) 4.2 4.6 As of June 30, 2023, the Company had no other financial instruments measured at fair value. Concentrations of Credit Risk The Company invests its cash and cash equivalents in highly liquid securities and interest-bearing deposit accounts. The Company diversifies the risk associated with investing in securities by allocating its investments to a diverse portfolio of short-dated, high investment-grade securities, which it classifies as cash and cash equivalents that are recorded at fair value in its consolidated financial statements. The Company maintains the credit risk in this portfolio in accordance with its internal policies and, if necessary, makes changes to investments to minimize credit risk. The Company has not experienced any counterparty credit losses. As of June 30, 2023, |
PROPERTY, PLANT, AND EQUIPMENT,
PROPERTY, PLANT, AND EQUIPMENT, NET | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT, NET | PROPERTY, PLANT, AND EQUIPMENT, NET In Thousands, except useful life Useful Life As of June 30, 2023 As of December 31, 2022 Property, plant, and equipment, net: Buildings 10 - 20 $ 900 $ 900 Leasehold improvements shorter of lease term or - 15 3,654 364 Office furniture and equipment 5 - 10 12,394 7,803 Office furniture and equipment under capital lease 4 - 20 373 414 Computer equipment and software 3 - 5 2,709 912 Assets in progress N/A 1,801 — Total property, plant, and equipment 21,831 10,393 Less accumulated depreciation and amortization (6,842) (5,877) Total $ 14,989 $ 4,516 Depreciation and amortization expense is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2023 2022 2023 2022 Depreciation and amortization expense $ 571 $ 365 $ 983 $ 722 Asset Retirement Obligation Certain lease agreements require the Company to return designated areas of leased space to its original condition upon termination of the lease agreement. At the inception of such leases, the Company records an ARO and a corresponding capital asset in an amount equal to the estimated fair value of the obligation. To determine the fair value of the ARO, the Company estimates the cost for a third-party to perform the restoration work. In subsequent periods, for each ARO, the Company records operating expense to accrete the ARO liability to full value and depreciation expense against the ARO, over the term of the associated lease agreement. The Company used a credit-adjusted risk free rate of 5.64 percent to discount the future obligation, and an inflation rate of 5 percent to determine the future value of the original estimate of restoration costs. The ARO is expected to be resolved in July 2025. In Thousands Asset Retirement Obligations Balance as of December 31, 2022 $ — Acquired from merger with Cibus Global, LLC 264 Obligations incurred — Accretion expense 1 Balance as of June 30, 2023 $ 265 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill In connection with the Merger Transactions with Cibus Global, the Company recognized goodwill totaling $585.3 million. The company had no goodwill prior to the Merger Transactions. Goodwill represents future economic benefits arising from acquiring Cibus Global, primarily due to its strong market position and its assembled workforce that are not individually identified and separately recognized as intangible assets. None of the goodwill recognized is expected to be deductible for income tax purposes. Intangible assets as of June 30, 2023, were as follows: In Thousands Gross Carrying Amount Accumulated Amortization Intangible Assets, Net In-process research and development $ 99,051 $ — $ 99,051 Developed technology 14,148 59 14,089 Trade name 22,230 92 22,138 Other 150 49 101 Total $ 135,579 $ 200 $ 135,379 Three Months Ended June 30, Six Months Ended June 30, In Thousands 2023 2022 2023 2022 Amortization expense $ 155 $ 6 208 11 As of June 30, 2023, amortization expense for each of the next five years is estimated as follows: In Thousands Amortization Expense Remainder of 2023 $ 917 2024 1,833 2025 1,833 2026 1,833 2027 1,833 2028 1,833 |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTES PAYABLEThe Company has financed certain annual license costs. The financing arrangements for the licenses have a term of one year and accrue interest at an annual rate of 10 percent and 13 percent. The Company makes monthly principal and interest payments. The notes related to annual licenses mature in July 2023 and July 2024.Additionally, the Company has purchased various fixed assets using notes. The notes on financed equipment are subject to annual interest rates between 7.3 percent and 17.6 percent and have a weighted average remaining term of 3.1 years. Notes used to finance equipment mature between October 2023 and March 2028. In Thousands Annual Licenses Financed Equipment Insurance Total Notes Payable Remainder of 2023 $ 185 $ 278 $ 593 $ 1,056 2024 216 450 193 859 2025 — 351 — 351 2026 — 151 — 151 2027 — 89 — 89 2028 — 15 — 15 401 1,334 786 2,521 Less: interest (21) (197) (22) (240) Total $ 380 $ 1,137 $ 764 $ 2,281 Current portion 380 418 764 1,562 Noncurrent portion $ — $ 719 $ — $ 719 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Follow-On Public Offering On February 23, 2022, the Company completed the Follow-On Offering, in which it issued 77,600 shares of Class A Common Stock, Pre-Funded Warrants to purchase up to 77,600 shares of Class A Common Stock, and Common Warrants to purchase up to 158,483 shares of Class A Common Stock, in each case giving effect to the Reverse Stock Splits. The aggregate offering price for each share of Class A Common Stock and accompanying Common Warrant was $70.50, as adjusted for the Reverse Stock Splits. The aggregate offering price for each Pre-Funded Warrant and accompanying Common Warrant was $70.4999, adjusted for the Reverse Stock Splits. In the aggregate, the Company received net proceeds of $10.0 million, after deducting approximately $0.9 million of underwriting discounts and estimated other offering expenses. Each Pre-Funded Warrant entitled the holder to purchase one share of the Company’s Class A Common Stock at an exercise price of $0.0001 per share. While outstanding, the Pre-Funded Warrants were recorded as a component of stockholders’ equity within additional paid-in capital. The Pre-Funded Warrants were exercised in full on May 4, 2022, and subsequently settled with the counterparty. Common Warrants Each Common Warrant entitles the holder to purchase one share of Class A Common Stock at an exercise price of $69.04 per share. The Common Warrants became exercisable on August 23, 2022, and expire on August 23, 2027. The Common Warrants are recorded as a liability in the Company’s consolidated balance sheets. Per the terms of the Common Warrants, holders of outstanding Common Warrants are not entitled to exercise any portion of such warrant if, upon exercise, the holder’s ownership of the Company’s Class A Common Stock (together with its affiliates) or the combined voting power of the Company’s securities beneficially owned by such holder (together with its affiliates) would exceed the 4.99 percent after giving effect to the exercise. Common Warrant transactions for the six months ended June 30, 2023, are as follows: Common Warrants Weighted-Average Exercise Price Per Share Outstanding as of December 31, 2022: 158,483 $ 69.04 Issued — — Forfeited/canceled — — Exercised — — Outstanding as of June 30, 2023: 158,483 $ 69.04 Exercisable as of June 30, 2023: 158,483 $ 69.04 ATM Facility On September 21, 2021, the Company entered into an Open Market Sale Agreement SM (the ATM Facility) with Jefferies LLC, as sole selling agent. The Company issued approximately 40,000 shares of Class A Common Stock under the ATM Facility in 2022 for net proceeds of $0.1 million. The Company has not issued any additional shares under the ATM Facility during the 2023 fiscal year. Merger with Cibus Global Class A Common Stock Shares of Class A Common Stock have full voting and economic rights. Unvested shares of Class A Restricted Common Stock, which were issued as equity compensation to certain of our employees and executive officers, carry all voting, dividend, distribution, and other rights as apply to shares of Class A Common Stock generally, except that (i) shares of Class A Restricted Common Stock are subject to transfer restrictions and (ii) dividends and distributions are held by the Company until vesting of the underlying shares of Class A Restricted Common Stock and remain subject to the same forfeiture provisions as such shares. Class B Common Stock Upon the Closing of the Merger Transactions, the Company issued shares of Class B Common Stock. The Class B Common Stock have full voting rights. The Class B Common Stock have no economic rights and do not participate in dividends or undistributed earnings. However, holders of Class B Common Stock hold a corresponding number of economic, non-voting Common Units through which they would receive pro rata distributions from Cibus Global. Cibus Global Common Units In connection with the Merger Transactions, the Company, Cibus Global, and the Electing Members entered into an Exchange Agreement (the Exchange Agreement). The Exchange Agreement sets forth the terms and conditions upon which holders of Up-C Units, comprising an equal number of shares of Class B Common Stock and Cibus Global Common Units, may exchange such Up-C Units for shares of Class A Common Stock. The Up-C Units are generally exchangeable for shares of Class A Common Stock on a one-for-one basis, subject to certain restrictions. The Electing Members’ ownership of Common Units represents the noncontrolling interest. As of June 30, 2023, there were 21,249,038 Cibus Common Units outstanding. Of the 21,249,038 Cibus Common Units outstanding, 16,606,402 are held by Cibus Inc. and 4,642,636 are held by the Electing Members. Preferred Stock Pursuant to the Amended Certificate of Incorporation, following the consummation of the Merger Transactions, the Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.0001 per share. As of June 30, 2023, the Company has not issued any preferred stock. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The Company uses broad-based stock plans to attract and retain highly qualified officers and employees and to help ensure that management’s interests are aligned with those of its shareholders. The Company has also granted equity-based awards to directors, non-employees, and certain employees of Cellectis. In December 2014, Legacy Calyxt adopted the Calyxt, Inc. Equity Incentive Plan (2014 Plan), which allowed for the grant of stock options, and in June 2017, it adopted the Calyxt, Inc. 2017 Omnibus Plan (2017 Plan), which allowed for the grant of stock options, RSUs, PSUs, and other types of equity awards. As part of the Merger Transactions, the name of the 2017 plan was amended to reflect the name change of the Company. As of June 30, 2023, 2,127,061 shares were available for grant in the form of stock options, restricted stock, RSUs, and PSUs under the 2017 Plan. Stock-based awards currently outstanding also include awards granted under the 2014 Plan. No further awards are available for grant or will be granted under either the 2014 Plan or the Inducement Plan. Stock Options The estimated fair values of stock options granted, and the assumptions used for the Black-Scholes option pricing model were as follows: Six Months Ended June 30, 2023 2022 Estimated fair values of stock options granted $ — $ 27.67 Assumptions: Risk-free interest rate —% 1.9% - 3.5% Expected volatility —% 89.7% - 92.8% Expected term (in years) — 5.50 - 6.89 The Company estimates the fair value of each stock option on the grant date, or other measurement date if applicable, using a Black-Scholes option pricing model, which requires it to make predictive assumptions regarding employee exercise behavior, future stock price volatility, and dividend yield. The Company estimates the risk-free interest rate based on the United States Treasury zero-coupon yield curve at the date of grant for the expected term of the option. The Company estimates its future stock price volatility using the weighted-average historical volatility calculated from a group of comparable public companies over the expected term of the option. The expected term of stock options is estimated using the average of the vesting tranches and the contractual life of each grant for employee options, or the simplified method, as the Company has limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. The use of the simplified method is dependent upon the type of equity award granted and the term of the award. The Company has not paid dividends and does not expect to pay dividends in the foreseeable future. Option strike prices are set at 100 percent or more of the closing share price on the date of grant and generally vest over three Modification of Stock Options On March 1, 2023, the Company’s Board of Directors (Board) approved the modification of the award terms of all outstanding stock options with a 90-day post-separation exercise period from the current 90 days to five years from date of grant. The modification did not affect the vesting or service period of the stock options. These modifications were considered to be Type I and incremental stock compensation expense of $0.2 million was determined for all modified awards, of which $0.1 million was recognized associated with vested awards in the three months ended March 31, 2023. The remaining incremental expenses will be recognized over the remaining service period of the awards. The service period for these awards ended with the close of the Merger Transactions and the remaining expense was recognized in the three months ended June 30, 2023. Information on stock option activity is as follows: Options Exercisable Weighted- Average Exercise Price Per Share Options Outstanding Weighted- Average Exercise Price Per Share Balance as of December 31, 2022 67,978 $ 496.83 116,860 $ 367.58 Granted — — — — Vested 41,971 152.05 — — Exercised — — — — Forfeited or expired (1,530) 441.63 (7,309) 369.43 Balance as of June 30, 2023 108,419 $ 364.13 109,551 $ 367.46 Stock-based compensation expense related to stock option awards is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2023 2022 2023 2022 Stock-based compensation expense $ 1,441 $ 709 $ 1,795 $ 890 As of June 30, 2023, both options outstanding and options exercisable had no aggregate intrinsic value and a weighted average remaining contractual term of 4.3 years. As of June 30, 2023, unrecognized compensation expense related to non-vested stock options was $0.1 million which has a weighted average remaining recognition period of 1.1 years. Restricted Stock Awards The Company granted awards of Class A Restricted Stock (RSAs), in connection with the Merger Transactions, to Cibus Global members who held unvested restricted profits interest units. The Class A Restricted Stock will continue to vest following their original vesting schedules over the remaining life of the awards which is generally 2 months to four years after the date of grant. Information on Class A Restricted Stock award activity is as follows: Restricted Stock Awards Weighted- Average Grant Date Fair Value Unvested balance as of December 31, 2022 — $ — Granted 1,019,282 31.50 Vested (17,200) 31.50 Forfeited (438) 31.50 Unvested balance as of June 30, 2023 1,001,644 $ 31.50 The total grant-date fair value of RSAs that vested is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2023 2022 2023 2022 Grant-date fair value $ 542 $ — $ 542 $ — Stock-based compensation expense related to RSAs is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2023 2022 2023 2022 Stock-based compensation expense $ 1,924 $ — $ 1,924 $ — As of June 30, 2023, unrecognized compensation expense related to RSAs was $30.2 million which has a weighted average remaining recognition period of 2.5 years. Restricted Stock Units The Company grants RSUs which generally vest over three Restricted Stock Units Weighted- Average Grant Date Fair Value Unvested balance as of December 31, 2022 24,575 $ 99.36 Granted 69,753 21.68 Vested (91,696) 39.28 Forfeited (2,531) 127.84 Unvested balance as of June 30, 2023 101 $ 283.78 The total grant-date fair value of RSUs that vested is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2023 2022 2023 2022 Grant-date fair value $ 2,548 $ 539 $ 3,602 $ 1,156 Stock-based compensation expense related to RSUs is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2023 2022 2023 2022 Stock-based compensation expense $ 2,082 $ 453 $ 2,393 $ 658 As of June 30, 2023, unrecognized compensation expense related to RSUs was nominal. The Company accounts for stock-based compensation awards granted to employees of Cellectis as deemed dividends. The Company recorded deemed dividends as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2023 2022 2023 2022 Deemed dividends from grants to Cellectis employees $ — $ 27 $ — $ 64 Performance Stock Units From time-to-time, the Company issues PSUs to certain individuals in management in order to align their objectives with stockholders of the Company. Depending upon the type of PSU award, the Company uses a Monte Carlo simulation pricing model when estimating the fair value of these awards. 2023 Grant On May 24, 2023, the Company granted 24,800 PSUs under the 2017 Plan to five employees including four executive officers. The PSUs included an annual performance period (2023) and target performance levels for the period linked to the achievement of Company objectives as determined annually for the respective period by the Compensation Committee of the Board (Compensation Committee). Once the annual objectives are approved, the associated expense will be recognized on a straight-line basis over the period through the determination date, which can be no later than March 15 of the following year. Earned awards are settled in shares of Class A Common Stock no later than the March 15 determination date in the following calendar year. In connection with the closing of the Merger Transactions, the Company’s Board determined the awards would vest at 100 percent. In March 2022, the Company granted 10,600 PSUs under the 2017 Plan to five employees including four executive officers. The PSUs included three 2021 Grant In July 2021, the Company granted 12,000 PSUs under the Inducement Plan to Mr. Carr. The PSUs will vest if the Company’s stock remains above three specified price levels for thirty 2019 Grant In June 2022, PSUs granted to two executive officers in 2019 were forfeited because the underlying performance criteria were not met. These PSUs contained a market condition and had a five-year service period. At the close of the Merger Transactions, both of these executive officers were terminated. All expense for these awards was reversed in June 2023 due to the service period ending prior to vesting date. PSU activity for the six months ended June 30, 2023, is as follows: Performance Stock Units Outstanding as of December 31, 2022: 22,600 Issued 24,800 Forfeited/canceled (9,333) Exercised (38,067) Outstanding as of June 30, 2023: — Stock-based compensation expense related to PSUs is as follows: Three Months Ended Six Months Ended In Thousands 2023 2022 2023 2022 Stock-based compensation (benefit) expense $ (433) $ 161 $ (270) $ 307 As of June 30, 2023, there is no unrecognized compensation expense related to PSUs. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESThe Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a full valuation allowance for deferred tax assets due to the uncertainty that enough taxable income will be generated in the taxing jurisdiction to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred tax assets in the accompanying consolidated financial statements. |
LEASES, COMMITMENTS, AND CONTIN
LEASES, COMMITMENTS, AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
LEASES, COMMITMENTS, AND CONTINGENCIES | LEASES, COMMITMENTS, AND CONTINGENCIES Leases As of June 30, 2023 As of December 31, 2022 In Thousands, except remaining term Remaining Term (years) Right-of-Use-Asset Remaining Term (years) Right-of-Use-Asset Roseville, Minnesota lease 14.8 $ 13,369 15.3 $ 13,613 San Diego, California laboratory lease 2.2 4,311 — — San Diego, California headquarters lease 1.9 4,233 — — Other leases < 1.0 - 4.0 637 < 1.0 - 4.0 2 Total $ 22,550 $ 13,615 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 ROU assets and operating 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. The components of lease expense were as follows: Three Months Ended Six Months Ended In Thousands 2023 2022 2023 2022 Finance lease costs $ 11 $ 7 $ 14 $ 16 Operating lease costs 807 394 1,195 793 Total $ 818 $ 401 $ 1,209 $ 809 Operating lease costs for short-term leases was not material for the three and six months ended June 30, 2023, or 2022. Supplemental cash flow information related to leases was as follows: Three Months Ended Six Months Ended In Thousands, except for lease term and discount rate 2023 2022 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows (operating leases) $ 479 $ 68 $ 551 $ 135 Financing cash flows (finance leases) $ 13 $ 96 $ 110 $ 190 Supplemental balance sheet information related to leases was as follows: As of June 30, 2023 As of December 31, 2022 Operating Financing Operating Financing Weighted average remaining lease term (years) 10.8 0.9 15.3 0.4 Weighted average discount rate 7.4 % 9.0 % 7.9 % 8.1 % As of June 30, 2023, future minimum payments under operating and finance leases were as follows: In Thousands Operating Financing Total Remainder of 2023 $ 3,370 $ 83 $ 3,453 2024 6,788 90 6,878 2025 4,414 — 4,414 2026 1,580 — 1,580 2027 1,479 — 1,479 2028 1,553 — 1,553 Thereafter 15,438 — 15,438 34,622 173 34,795 Less: interest (10,650) (9) (10,659) Total $ 23,972 $ 164 $ 24,136 Current portion 5,102 164 5,266 Noncurrent portion $ 18,870 $ — $ 18,870 Cibus Non-Profit Foundation During 2022, Cibus Global created the Cibus Charitable Foundation, Inc., a nonprofit legal entity (the Cibus Foundation). As of June 30, 2023, the Cibus Foundation has not received any donations or commenced operations. The Company is obligated to make donations to the Cibus 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 Foundation. In the fourth quarter of 2022, the Company reached a settlement with one of its technology vendors regarding alleged intellectual property infringement. As a result of the settlement, the Company received $0.75 million in the fourth quarter of 2022, and it received the final installment of $0.75 million in the first quarter of 2023. |
LEASES, COMMITMENTS, AND CONTINGENCIES | LEASES, COMMITMENTS, AND CONTINGENCIES Leases As of June 30, 2023 As of December 31, 2022 In Thousands, except remaining term Remaining Term (years) Right-of-Use-Asset Remaining Term (years) Right-of-Use-Asset Roseville, Minnesota lease 14.8 $ 13,369 15.3 $ 13,613 San Diego, California laboratory lease 2.2 4,311 — — San Diego, California headquarters lease 1.9 4,233 — — Other leases < 1.0 - 4.0 637 < 1.0 - 4.0 2 Total $ 22,550 $ 13,615 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 ROU assets and operating 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. The components of lease expense were as follows: Three Months Ended Six Months Ended In Thousands 2023 2022 2023 2022 Finance lease costs $ 11 $ 7 $ 14 $ 16 Operating lease costs 807 394 1,195 793 Total $ 818 $ 401 $ 1,209 $ 809 Operating lease costs for short-term leases was not material for the three and six months ended June 30, 2023, or 2022. Supplemental cash flow information related to leases was as follows: Three Months Ended Six Months Ended In Thousands, except for lease term and discount rate 2023 2022 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows (operating leases) $ 479 $ 68 $ 551 $ 135 Financing cash flows (finance leases) $ 13 $ 96 $ 110 $ 190 Supplemental balance sheet information related to leases was as follows: As of June 30, 2023 As of December 31, 2022 Operating Financing Operating Financing Weighted average remaining lease term (years) 10.8 0.9 15.3 0.4 Weighted average discount rate 7.4 % 9.0 % 7.9 % 8.1 % As of June 30, 2023, future minimum payments under operating and finance leases were as follows: In Thousands Operating Financing Total Remainder of 2023 $ 3,370 $ 83 $ 3,453 2024 6,788 90 6,878 2025 4,414 — 4,414 2026 1,580 — 1,580 2027 1,479 — 1,479 2028 1,553 — 1,553 Thereafter 15,438 — 15,438 34,622 173 34,795 Less: interest (10,650) (9) (10,659) Total $ 23,972 $ 164 $ 24,136 Current portion 5,102 164 5,266 Noncurrent portion $ 18,870 $ — $ 18,870 Cibus Non-Profit Foundation During 2022, Cibus Global created the Cibus Charitable Foundation, Inc., a nonprofit legal entity (the Cibus Foundation). As of June 30, 2023, the Cibus Foundation has not received any donations or commenced operations. The Company is obligated to make donations to the Cibus 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 Foundation. In the fourth quarter of 2022, the Company reached a settlement with one of its technology vendors regarding alleged intellectual property infringement. As a result of the settlement, the Company received $0.75 million in the fourth quarter of 2022, and it received the final installment of $0.75 million in the first quarter of 2023. |
LEASES, COMMITMENTS, AND CONTINGENCIES | LEASES, COMMITMENTS, AND CONTINGENCIES Leases As of June 30, 2023 As of December 31, 2022 In Thousands, except remaining term Remaining Term (years) Right-of-Use-Asset Remaining Term (years) Right-of-Use-Asset Roseville, Minnesota lease 14.8 $ 13,369 15.3 $ 13,613 San Diego, California laboratory lease 2.2 4,311 — — San Diego, California headquarters lease 1.9 4,233 — — Other leases < 1.0 - 4.0 637 < 1.0 - 4.0 2 Total $ 22,550 $ 13,615 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 ROU assets and operating 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. The components of lease expense were as follows: Three Months Ended Six Months Ended In Thousands 2023 2022 2023 2022 Finance lease costs $ 11 $ 7 $ 14 $ 16 Operating lease costs 807 394 1,195 793 Total $ 818 $ 401 $ 1,209 $ 809 Operating lease costs for short-term leases was not material for the three and six months ended June 30, 2023, or 2022. Supplemental cash flow information related to leases was as follows: Three Months Ended Six Months Ended In Thousands, except for lease term and discount rate 2023 2022 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows (operating leases) $ 479 $ 68 $ 551 $ 135 Financing cash flows (finance leases) $ 13 $ 96 $ 110 $ 190 Supplemental balance sheet information related to leases was as follows: As of June 30, 2023 As of December 31, 2022 Operating Financing Operating Financing Weighted average remaining lease term (years) 10.8 0.9 15.3 0.4 Weighted average discount rate 7.4 % 9.0 % 7.9 % 8.1 % As of June 30, 2023, future minimum payments under operating and finance leases were as follows: In Thousands Operating Financing Total Remainder of 2023 $ 3,370 $ 83 $ 3,453 2024 6,788 90 6,878 2025 4,414 — 4,414 2026 1,580 — 1,580 2027 1,479 — 1,479 2028 1,553 — 1,553 Thereafter 15,438 — 15,438 34,622 173 34,795 Less: interest (10,650) (9) (10,659) Total $ 23,972 $ 164 $ 24,136 Current portion 5,102 164 5,266 Noncurrent portion $ 18,870 $ — $ 18,870 Cibus Non-Profit Foundation During 2022, Cibus Global created the Cibus Charitable Foundation, Inc., a nonprofit legal entity (the Cibus Foundation). As of June 30, 2023, the Cibus Foundation has not received any donations or commenced operations. The Company is obligated to make donations to the Cibus 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 Foundation. In the fourth quarter of 2022, the Company reached a settlement with one of its technology vendors regarding alleged intellectual property infringement. As a result of the settlement, the Company received $0.75 million in the fourth quarter of 2022, and it received the final installment of $0.75 million in the first quarter of 2023. |
ROYALTY LIABILITY - RELATED PAR
ROYALTY LIABILITY - RELATED PARTIES | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | ROYALTY LIABILITY - RELATED PARTIES In Thousands Royalty Liability - Related Parties Balance as of December 31, 2022 $ — Acquired from merger with Cibus Global, LLC 146,360 Interest expense recognized 2,617 Balance as of June 30, 2023 $ 148,977 Prior to the completion of the Merger Transactions, the Company was party to several agreements that governed its relationship with Cellectis, some of which required the Company to make payments to Cellectis. Pursuant to the Company’s management services agreement with Cellectis, it incurred no management fee expenses for the three and six months ended June 30, 2023, and 2022. The management services agreement was terminated with respect to the Company upon the closing of the Merger Transactions. TALEN ® is one of the Company's gene editing technologies. TALEN ® technology was invented by researchers at the University of Minnesota and Iowa State University and exclusively licensed to Cellectis. The Company originally obtained an exclusive license for the TALEN ® technology for commercial use in plants from Cellectis. Upon the closing of the Merger Transactions, the license agreement was amended (the Amended Cellectis License) to provide exclusive use to certain intellectual property in the field of developing and commercializing microorganism, agricultural, and food products, including, but not limited to traits, seeds, proteins, oils, carbohydrates, food, and food and animal feed ingredients, excluding (i) any application in connection with animals and animal cells and (ii) therapeutic applications (the Calyxt Field). This grant is non-exclusive solely in the non-exclusive fields as described in the Amended Cellectis License. Cellectis also grants to the Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, and fully paid-up license (with certain rights to sublicense) under certain licensed plant patents in the Calyxt Field. Cellectis is entitled to royalties on any revenue the Company generates from sales of products less certain amounts as defined in the license agreement, royalties on certain cumulative revenue thresholds, and a percentage of any sublicense revenues. The Company has incurred nominal license and royalty fees for the three and six months ended June 30, 2023, and 2022. |
SUPPLEMENTAL INFORMATION
SUPPLEMENTAL INFORMATION | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUPPLEMENTAL INFORMATION | SUPPLEMENTAL INFORMATION Certain balance sheet amounts are as follows: In Thousands As of June 30, 2023 As of December 31, 2022 Accrued Expenses: Accrued consulting and professional fees $ 3,479 $ 119 Accrued field trials 1,264 — Other 293 54 Total $ 5,036 $ 173 Certain statement of operations amounts are as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2023 2022 2023 2022 Stock-based compensation expense: Research and development $ 2,494 $ 380 $ 2,678 $ 410 Selling, general, and administrative 2,520 943 3,164 1,445 Total $ 5,014 $ 1,323 $ 5,842 $ 1,855 Supplemental statement of cash flows information is as follows: Six Months Ended June 30, In Thousands 2023 2022 Interest paid $ 21 $ 14 Non-cash transactions not reported in the consolidated statement of cash flows is as follows: Six Months Ended June 30, In Thousands 2023 2022 Receivable from Jefferies for shares issued under ATM facility $ — $ (260) Property, plant, and equipment acquired through assuming liabilities 307 (618) Unpaid stock offering costs included in stockholders’ equity — 1 Shares issued for consideration in the merger with Cibus Global 634,751 — Forgiveness of interim funding resulting from merger with Cibus Global 2,500 — Cumulative effect of adoption of lease accounting standard on stockholders’ equity — 832 Establishment of operating lease right-of-use assets and associated operating lease liabilities $ 28 $ 14,090 |
INTERIM FUNDING
INTERIM FUNDING | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
INTERIM FUNDING | NOTES PAYABLEThe Company has financed certain annual license costs. The financing arrangements for the licenses have a term of one year and accrue interest at an annual rate of 10 percent and 13 percent. The Company makes monthly principal and interest payments. The notes related to annual licenses mature in July 2023 and July 2024.Additionally, the Company has purchased various fixed assets using notes. The notes on financed equipment are subject to annual interest rates between 7.3 percent and 17.6 percent and have a weighted average remaining term of 3.1 years. Notes used to finance equipment mature between October 2023 and March 2028. In Thousands Annual Licenses Financed Equipment Insurance Total Notes Payable Remainder of 2023 $ 185 $ 278 $ 593 $ 1,056 2024 216 450 193 859 2025 — 351 — 351 2026 — 151 — 151 2027 — 89 — 89 2028 — 15 — 15 401 1,334 786 2,521 Less: interest (21) (197) (22) (240) Total $ 380 $ 1,137 $ 764 $ 2,281 Current portion 380 418 764 1,562 Noncurrent portion $ — $ 719 $ — $ 719 |
COLLABORATION AGREEMENT
COLLABORATION AGREEMENT | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
COLLABORATION AGREEMENT | COLLABORATION AGREEMENTPrior to the Merger Transactions, Cibus Global and Procter & Gamble (P&G), a leading multi-national consumer product company, entered into a collaboration agreement under which P&G will fund a multi-year program to develop sustainable low carbon ingredients or materials that do not negatively impact the environment during production, use, or disposal to help P&G advance its sustainability objectives. As of June 30, 2023, the Company had $1.5 million of deferred revenue from R&D activities under the P&G agreement. The Company has determined the P&G agreement should be accounted for under Topic 606, and it will recognize revenue over time proportional to the R&D activities performed by the Company related to the collaboration agreement. During the six months ended June 30, 2023, the Company recognized $0.1 million in revenue in the consolidated statements of operations. |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | ROYALTY LIABILITY - RELATED PARTIES In Thousands Royalty Liability - Related Parties Balance as of December 31, 2022 $ — Acquired from merger with Cibus Global, LLC 146,360 Interest expense recognized 2,617 Balance as of June 30, 2023 $ 148,977 Prior to the completion of the Merger Transactions, the Company was party to several agreements that governed its relationship with Cellectis, some of which required the Company to make payments to Cellectis. Pursuant to the Company’s management services agreement with Cellectis, it incurred no management fee expenses for the three and six months ended June 30, 2023, and 2022. The management services agreement was terminated with respect to the Company upon the closing of the Merger Transactions. TALEN ® is one of the Company's gene editing technologies. TALEN ® technology was invented by researchers at the University of Minnesota and Iowa State University and exclusively licensed to Cellectis. The Company originally obtained an exclusive license for the TALEN ® technology for commercial use in plants from Cellectis. Upon the closing of the Merger Transactions, the license agreement was amended (the Amended Cellectis License) to provide exclusive use to certain intellectual property in the field of developing and commercializing microorganism, agricultural, and food products, including, but not limited to traits, seeds, proteins, oils, carbohydrates, food, and food and animal feed ingredients, excluding (i) any application in connection with animals and animal cells and (ii) therapeutic applications (the Calyxt Field). This grant is non-exclusive solely in the non-exclusive fields as described in the Amended Cellectis License. Cellectis also grants to the Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, and fully paid-up license (with certain rights to sublicense) under certain licensed plant patents in the Calyxt Field. Cellectis is entitled to royalties on any revenue the Company generates from sales of products less certain amounts as defined in the license agreement, royalties on certain cumulative revenue thresholds, and a percentage of any sublicense revenues. The Company has incurred nominal license and royalty fees for the three and six months ended June 30, 2023, and 2022. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net loss | $ (18,690) | $ (2,485) | $ (24,084) | $ (8,104) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
BASIS OF PRESENTATION & SUMMA_2
BASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The unaudited consolidated financial statements of Cibus, Inc. (Cibus or the Company) 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. In the Company’s opinion, the accompanying consolidated financial statements reflect all adjustments necessary for a fair presentation 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. 3, 2023, respectively (collectively, the Annual Report). The accompanying consolidated balance sheets as of December 31, 2022, 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. |
Use of Estimates | Use of Estimates |
Fair Value Measurements of Financial Instruments | Fair Value Measurements of Financial Instruments The Company follows Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and Disclosures, for financial assets and liabilities that are recognized or disclosed at fair value in these consolidated financial statements on a recurring basis. Under ASC 820, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction |
Cash and Cash Equivalents | Cash and Cash EquivalentsThe Company considers all liquid investments purchased with original maturities of three months or less to be cash equivalents. Cash and cash equivalents include cash in readily available checking and money market accounts. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses with these financial institutions. |
Restricted Cash | Restricted CashThe Company’s restricted cash balances are cash and cash equivalents deposited in an amount equal to the future rent payments as required under the Company’s equipment lease facility. The Company may request the return of excess restricted cash collateral annually in December. |
Accounts Receivable | Accounts ReceivableAccounts receivable are recorded at the amounts billed relating to contracted research and development (R&D) services provided. The Company makes judgments as to its ability to collect outstanding receivables and provides an allowance for receivables when collection becomes doubtful. Accounts receivable are written off when management believes that all efforts to collect the amounts outstanding have been exhausted. The allowance for credit losses is estimated by management based on evaluations of its historical bad debt, current collection experience, and estimate of remaining collectability. Bad debt expense is recorded as necessary to maintain an appropriate level of allowance for credit losses in selling, general, and administrative (SG&A) expense in the accompanying consolidated statements of operations. Accounts receivable is presented net of allowance for credit losses |
Property, Plant, and Equipment, net | Property, Plant, and Equipment, net three |
Goodwill and Acquired Intangible Assets | Goodwill and Acquired Intangible AssetsGoodwill is calculated as the excess of the purchase consideration paid in a business combination over the fair value of the assets acquired less liabilities assumed. Goodwill is not amortized and is tested for impairment at least annually or when events and circumstances indicate that fair value of a reporting unit may be below its carrying value. The Company has one reporting unit. The Company first assesses qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount or elects to bypass such assessment. If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying value, or the Company elects to bypass the qualitative assessment, it performs a quantitative test by determining the fair value of the reporting unit. If the carrying value of the reporting unit exceeds the fair value, then an impairment loss is recognized for the difference.Acquired in process R&D, developed technology, and trade names are related to the Merger Transactions. Acquired intangible assets are amortized on a straight-line basis over the estimated period over which the Company expects to realize economic value related to the intangible asset. In process R&D is not amortized until it is determined to be ready for its intended use. The acquired in process R&D will be tested for impairment annually, or more frequently, if an impairment indicator is identified. |
Leases | Leases The Company determines if an arrangement is or contains a lease at inception. For leases with a term greater than one year, lease right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company excludes short-term leases, if any, having initial terms of 12 months or less at lease commencement as an accounting policy election. In determining the net present value of lease payments, the Company uses its incremental borrowing rate, which represents an estimated rate of interest that the Company would have to pay to borrow equivalent funds on a collateralized basis, |
Asset Retirement Obligation | Asset Retirement Obligation The Company records an asset retirement obligation (ARO) for the estimated cost of removing constructed leasehold improvement assets and restoring the leased premises back to their original condition, at the time when the contractual obligations are incurred. The ARO represents the present value of the expected cost for the related restoration activities. The ARO assets and liabilities are recorded in property, plant, and equipment, net and other non-current liabilities, respectively, in the Company’s consolidated balance sheets. The Company records accretion expense, which represents the increase in the ARO, over the remaining or operational life of the associated leasehold improvements. Accretion expense is recorded as SG&A expense in the consolidated statements of operations using an accretion rate based on the credit adjusted risk-free interest rate. Changes resulting from revisions to the timing or amount of the original estimate of cash flows are recognized as an increase or a decrease in the asset retirement cost, or income when the asset retirement cost is depleted. |
Revenue Recognition and Contract Liabilities | Revenue Recognition Contract Liabilities 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 consolidated balance sheets. The Company expects to recognize the amounts included in deferred revenues within one year. |
Collaborative Agreements Related to Contract Research | Collaboration Agreements Related to Contract Research |
Selling, General and Administrative Expenses | Selling, General, and Administrative ExpensesSG&A expense consists primarily of employee-related expenses, such as salaries for its executive, business development, legal, intellectual property, information technology, finance, human resources, and other administrative functions. These costs include legal, professional, and consulting fees for external firms and contractors. All selling and marketing expenses, including advertising expenses and allocated facility costs including rent, utilities, maintenance expenses, and depreciation and amortization, are included in SG&A expense in the accompanying consolidated statements of operations.Beginning in the second quarter of 2023, SG&A expense includes costs related to its intellectual property portfolio and costs to write and support the research for filing patents. Historically, the Company expensed patent application costs and related legal costs for maintenance of such patents as incurred and such costs were included in R&D expense in the accompanying consolidated statements of operations. |
Research and Development Expenses | Research and Development Expenses |
Royalty Liability - Related Parties | Royalty Liability – Related PartiesIn 2014, Cibus Global entered into the warrant exchange agreement (Warrant Exchange Agreement), which remains in place following the Company’s acquisition of Cibus Global in the Merger Transactions, Cibus Global is required to make ongoing quarterly payments equal to a portion of the aggregate amount of certain worldwide revenues received during the applicable quarter. The Company refers to such payment obligations as its Royalty Liability. Management estimates the total amount of royalty payments over the life of the Warrant Exchange Agreement that Cibus Global will be required to make to holders of certain warrants (Royalty Holders) that were exchanged for the rights to future royalty payments pursuant to the Warrant Exchange Agreement. The Royalty Liability is based on the Company’s current estimates of future royalties expected to be paid over the life of the arrangement. The Company will periodically assess the expected royalty payments using a combination of internal projections and external sources. In order to determine the amortization of the Royalty Liability, the Company is required to estimate the total amount of future royalty payments to the Royalty Holders over the life of the Warrant Exchange Agreement. This estimate contains significant assumptions that impact both the amount recorded at execution and the interest expense that will be recognized over the royalty period. The Company will periodically assess the estimated royalty payments and to the extent the amount or timing of such payments is materially different than the original estimates, an adjustment will be recorded prospectively to increase or decrease interest expense. There are a number of factors that could materially affect the amount and timing of royalty payments and correspondingly, the amount of interest expense recorded by the Company, most of which are not within the Company’s control. Such factors include, but are not limited to, delays or discontinuation of development of the Company’s products, regulatory approval, the introduction of competing products, manufacturing or other delays, intellectual property matters, adverse events that result in authority imposed restrictions on the use of the products, significant changes in foreign exchange rates as the royalties are made in U.S. dollars, and other events or circumstances that are not currently foreseen. Changes to any of these factors could result in increases or decreases to interest expense. |
Non-Operating Income (Expenses) | Non-Operating Income (Expenses) Non-operating income (expenses) are income or expenses that are not directly related to ongoing operations and are primarily comprised of gains and losses from the mark-to-market of Common Warrants to purchase Class A Common Stock and foreign exchange transactions. Costs related to the completion of the Merger Transactions were previously included in non-operating income (expenses) in the first quarter of 2023. Approximately $0.8 million has been reclassified to SG&A expense in the three months ended June 30, 2023. |
Net Loss Per Share of Class A Common Stock | 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 issued and 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 are excluded from the calculation of net loss per share of Class A Common Stock. |
Warrants | Warrants The Company issued pre-funded warrants (Pre-Funded Warrants) to purchase Class A Common Stock in a follow-on offering on February 23, 2022 (the Follow-On Offering). The Pre-Funded Warrants , which were each exercisable for one share of the Company’s Class A Common Stock at an exercise price of $0.0001 per share, were exercised in full on May 4, 2022, and subsequently settled with the counterparty. While outstanding, the Pre-Funded Warrants were considered equity instruments and reported in stockholders’ equity in the Company’s consolidated balance sheets, and the shares issuable upon exercise of the Pre-Funded Warrants were included in the determination of the Company’s net loss per share of Class A Common Stock. The Company also issued Common Warrants in the Follow-On Offering. The Common Warrants expire on August 23, 2027, and are each exercisable for one share of the Company’s Class A Common Stock for $69.04 per share , after giving effect to the Reverse Stock Splits . The Common Warrants have been classified as a liability because they include a put option election available to their holder that is contingently exercisable if the Company enters into a fundamental transaction (Fundamental Transaction). Pursuant to the terms of the Common Warrants, a Fundamental Transaction occurs if (i) the Company, directly or indirectly, effects any merger or consolidation of the Company with or into another person in which the Company is not the surviving entity, (ii) the Company (and all of its subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer is completed pursuant to which holders of the Company’s Class A Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50 percent or more of the outstanding Class A Common Stock of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization, or recapitalization of the Class A Common Stock or any compulsory share exchange pursuant to which the Class A Common Stock is effectively converted into or exchanged for other securities, cash, or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination with another person or group of persons whereby such other person or group acquires more than 50 percent of the voting power of the outstanding shares of Class A Common Stock (not including any shares of Class A Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination) (the Fundamental Change Put). If the Fundamental Change Put is exercised by the holder of a Common Warrant, holder may elect to receive either the consideration of the Fundamental Transaction or put the Common Warrants back to the Company in exchange for cash, based on terms and timing specified in the Common Warrant agreement. If the Fundamental Change Put option is exercised, the Company is required to pay cash to the holder in an amount as determined by the Black Scholes pricing model, with assumptions determined in accordance with the terms of the Common Warrants. The Company believes that the Merger Transactions did not qualify as a Fundamental Transaction. The Common Warrants are reported at fair value with changes in fair value reported in earnings. The Company reports the changes in fair value of the Common Warrants in non-operating income (expenses) in its consolidated statements of operations. |
Employee Retention Credit | Employee Retention CreditPrior to the Merger Transactions, Cibus Global qualified for federal government assistance through the Employee Retention Credit (ERC) provisions of the CARES Act passed in 2020, for the second, third, and fourth fiscal quarters of 2020, as well as the first and second fiscal quarters of 2021. The purpose of the ERC was to encourage employers to keep employees on the payroll, even if they were not working during the covered period because of the coronavirus outbreak. The Company recognizes amounts to be refundable as tax credits if there is a reasonable assurance of compliance with the grant conditions and receipt of credits. |
Foreign Currency | Foreign Currency The accompanying consolidated financial statements are presented in United States dollars (USD) as the reporting currency. For those foreign subsidiaries where the Company has determined that the functional currency is the entity’s local currency, the assets and liabilities of such subsidiaries are translated into USD using exchange rates in effect at the balance sheet date. The revenue and expenses of such subsidiaries are translated into USD using average exchange rates in effect during the reporting period. Any translation |
Segment Reporting | Segment Reporting Management has determined that the Company has one operating segment, R&D of plant gene editing, which is consistent with the Company's structure and how it manages the business. Furthermore, the Company's Chief Operating Decision Maker, which is the Company's Chief Executive Officer, monitors and reviews financial information at a consolidated level for assessing operating results and the allocation of resources. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements From time-to-time, new accounting pronouncements are issued by the 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. For public business entities, the amendments in ASU No. 2021-08 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendments in ASU No. 2021-08 should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted. An entity that early adopts should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The Company has early adopted ASU No. 2021-08 effective October 1, 2020. |
BASIS OF PRESENTATION & SUMMA_3
BASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Stock by Class | Share information related to the Company's common stock as of June 30, 2023, is as follows: Class A Common Stock Class B Common Stock Total Common Stock Authorized 210,000,000 90,000,000 300,000,000 Issued 17,658,330 4,642,636 22,300,966 Outstanding 16,606,401 4,642,636 21,249,037 |
Schedule of Deferred Revenue Activity | In Thousands Deferred Revenue Balance as of December 31, 2022 $ 107 Acquired from merger with Cibus Global, LLC 1,186 Consideration earned (239) Consideration received 493 Balance as of June 30, 2023 $ 1,547 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | 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 anti-dilutive effect: As of June 30, 2023 2022 Stock options outstanding 109,551 118,760 Unvested restricted stock units 101 28,121 Unvested performance stock units — 22,600 Unvested restricted stock awards 1,001,644 — Common Warrants 158,483 158,483 Total 1,269,779 327,964 |
MERGER WITH CIBUS GLOBAL (Table
MERGER WITH CIBUS GLOBAL (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Purchase Price for Merger Transaction | The purchase price for Cibus Global was determined as follows: Number of shares of Common Stock received by Cibus Global, LLC equityholders as merger consideration (1) 20,150,838 Multiplied by the fair value per share of Cibus, Inc. Class A Common Stock (2) $ 31.50 Purchase price $ 634,751,397 (1) This share number represents the aggregate number of shares of Common Stock issued to Cibus Global members in the Merger Transactions and comprises: 15,508,202 shares of Class A Common Stock and 4,642,636 shares of Class B Common Stock. This share number excludes 1,019,282 shares of Class A Restricted Stock, which will be treated as issued and outstanding for financial statement presentation purposes only after such awards have vested and, therefore, have ceased to be subject to a risk of forfeiture. |
Schedule of Recognized the Preliminary Allocation of the Consideration | The following table sets forth the preliminary allocation of the consideration: In Thousands May 31, 2023 Cash and cash equivalents $ 59,381 Accounts receivable 2,216 Due from related parties, net 19 Note receivable 2,500 Prepaid expenses and other current assets 2,535 Property, plant and equipment 10,588 Operating lease right-of-use-assets 9,519 Goodwill 585,266 Intangible assets 135,429 Other non-current assets 457 Accounts payable (5,582) Accrued expenses (3,477) Accrued compensation (2,859) Due to related parties (8) Deferred revenue (1,186) Current portion of notes payable (517) Current portion of operating lease obligations (4,687) Current portion of financing lease obligations (165) Other current liabilities (17) Notes payable, net of current portion (749) Operating lease obligations, net of current portion (6,006) Financing lease obligations, net of current portion (10) Royalty liability - related parties (146,360) Other non-current liabilities (1,536) Consideration transferred $ 634,751 |
Schedule of Finite-Lived Intangible Assets Acquired in Merger Transaction | Intangible assets acquired, and their related estimated average useful lives, are as follows: In Thousands, except useful life May 31, 2023 Estimated Average Useful Life (Years) In-process research and development $ 99,051 Indefinite Developed technology 14,148 20 Trade name 22,230 20 Total $ 135,429 |
Schedule of Indefinite-Lived Intangible Assets Acquired in Merger Transaction | Intangible assets acquired, and their related estimated average useful lives, are as follows: In Thousands, except useful life May 31, 2023 Estimated Average Useful Life (Years) In-process research and development $ 99,051 Indefinite Developed technology 14,148 20 Trade name 22,230 20 Total $ 135,429 |
Business Acquisition, Pro Forma Information | These unaudited proforma figures have been prepared as though the business combination had occurred on January 1, 2022. Pro forma adjustments have been made to reflect non-recurring stock compensation expense, legal and professional fees, severance costs, and amortization of acquired intangible assets, directly attributable to the business combination. The unaudited pro forma condensed financial information is not indicative of the results of operations that would have been achieved had the acquisitions reflected herein been consummated on the dates indicated or that will be achieved in the future. Three Months Ended June 30, Six Months Ended June 30, Unaudited and in Thousands 2023 2022 2023 2022 Pro forma revenues $ 443 $ 300 $ 679 $ 685 Pro forma net loss (31,026) (2,948) (53,946) (41,638) Pro forma net loss attributable to controlling interest (27,352) (21,683) (46,280) (36,302) Pro forma net loss attributable to noncontrolling interest $ (3,674) $ (2,948) $ (7,666) $ (5,336) |
FINANCIAL INSTRUMENTS MEASURE_2
FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurements and Financial Statement Presentation | The Company’s financial instruments measured at fair value and their respective levels in the fair value hierarchy as of June 30, 2023, and December 31, 2022 were as follows: June 30, 2023 December 31, 2022 Fair Value of Assets Fair Value of Assets In Thousands Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Money market funds (1) $ 22,260 $ — $ — $ 22,260 $ — $ — $ — $ — Total $ 22,260 $ — $ — $ 22,260 $ — $ — $ — $ — June 30, 2023 December 31, 2022 Fair Value of Liabilities Fair Value of Liabilities In Thousands Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Common Warrants $ — $ — $ 662 $ 662 $ — $ — $ 291 $ 291 Total $ — $ — $ 662 $ 662 $ — $ — $ 291 $ 291 |
Summary of Fair Value of the Common Warrants | The estimated fair values of the Common Warrants, and the assumptions used for the Black-Scholes option pricing model were as follows: As of June 30, 2023 As of December 31, 2022 Estimated fair value of Common Warrants $ 4.18 $ 1.87 Assumptions: Risk-free interest rate 4.3 % 4.0 % Expected volatility 100.0 % 85.0 % Expected term to liquidation (in years) 4.2 4.6 |
PROPERTY, PLANT, AND EQUIPMEN_2
PROPERTY, PLANT, AND EQUIPMENT, NET (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | In Thousands, except useful life Useful Life As of June 30, 2023 As of December 31, 2022 Property, plant, and equipment, net: Buildings 10 - 20 $ 900 $ 900 Leasehold improvements shorter of lease term or - 15 3,654 364 Office furniture and equipment 5 - 10 12,394 7,803 Office furniture and equipment under capital lease 4 - 20 373 414 Computer equipment and software 3 - 5 2,709 912 Assets in progress N/A 1,801 — Total property, plant, and equipment 21,831 10,393 Less accumulated depreciation and amortization (6,842) (5,877) Total $ 14,989 $ 4,516 Depreciation and amortization expense is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2023 2022 2023 2022 Depreciation and amortization expense $ 571 $ 365 $ 983 $ 722 |
Schedule of Change in Asset Retirement Obligation | In Thousands Asset Retirement Obligations Balance as of December 31, 2022 $ — Acquired from merger with Cibus Global, LLC 264 Obligations incurred — Accretion expense 1 Balance as of June 30, 2023 $ 265 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets as of June 30, 2023, were as follows: In Thousands Gross Carrying Amount Accumulated Amortization Intangible Assets, Net In-process research and development $ 99,051 $ — $ 99,051 Developed technology 14,148 59 14,089 Trade name 22,230 92 22,138 Other 150 49 101 Total $ 135,579 $ 200 $ 135,379 |
Finite-Lived Intangible Assets Amortization Expense | Three Months Ended June 30, Six Months Ended June 30, In Thousands 2023 2022 2023 2022 Amortization expense $ 155 $ 6 208 11 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of June 30, 2023, amortization expense for each of the next five years is estimated as follows: In Thousands Amortization Expense Remainder of 2023 $ 917 2024 1,833 2025 1,833 2026 1,833 2027 1,833 2028 1,833 |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets as of June 30, 2023, were as follows: In Thousands Gross Carrying Amount Accumulated Amortization Intangible Assets, Net In-process research and development $ 99,051 $ — $ 99,051 Developed technology 14,148 59 14,089 Trade name 22,230 92 22,138 Other 150 49 101 Total $ 135,579 $ 200 $ 135,379 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Future Minimum Payments Under Notes Payable | In Thousands Annual Licenses Financed Equipment Insurance Total Notes Payable Remainder of 2023 $ 185 $ 278 $ 593 $ 1,056 2024 216 450 193 859 2025 — 351 — 351 2026 — 151 — 151 2027 — 89 — 89 2028 — 15 — 15 401 1,334 786 2,521 Less: interest (21) (197) (22) (240) Total $ 380 $ 1,137 $ 764 $ 2,281 Current portion 380 418 764 1,562 Noncurrent portion $ — $ 719 $ — $ 719 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Disclosure of Warrants Transactions | Common Warrant transactions for the six months ended June 30, 2023, are as follows: Common Warrants Weighted-Average Exercise Price Per Share Outstanding as of December 31, 2022: 158,483 $ 69.04 Issued — — Forfeited/canceled — — Exercised — — Outstanding as of June 30, 2023: 158,483 $ 69.04 Exercisable as of June 30, 2023: 158,483 $ 69.04 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Fair Values of Stock Options Granted and Assumptions used in Black-Scholes Model | The estimated fair values of stock options granted, and the assumptions used for the Black-Scholes option pricing model were as follows: Six Months Ended June 30, 2023 2022 Estimated fair values of stock options granted $ — $ 27.67 Assumptions: Risk-free interest rate —% 1.9% - 3.5% Expected volatility —% 89.7% - 92.8% Expected term (in years) — 5.50 - 6.89 |
Summary of Stock Option Activity | Information on stock option activity is as follows: Options Exercisable Weighted- Average Exercise Price Per Share Options Outstanding Weighted- Average Exercise Price Per Share Balance as of December 31, 2022 67,978 $ 496.83 116,860 $ 367.58 Granted — — — — Vested 41,971 152.05 — — Exercised — — — — Forfeited or expired (1,530) 441.63 (7,309) 369.43 Balance as of June 30, 2023 108,419 $ 364.13 109,551 $ 367.46 |
Summary of Stock-based Compensation Expense | Stock-based compensation expense related to stock option awards is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2023 2022 2023 2022 Stock-based compensation expense $ 1,441 $ 709 $ 1,795 $ 890 Stock-based compensation expense related to RSAs is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2023 2022 2023 2022 Stock-based compensation expense $ 1,924 $ — $ 1,924 $ — Stock-based compensation expense related to RSUs is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2023 2022 2023 2022 Stock-based compensation expense $ 2,082 $ 453 $ 2,393 $ 658 Stock-based compensation expense related to PSUs is as follows: Three Months Ended Six Months Ended In Thousands 2023 2022 2023 2022 Stock-based compensation (benefit) expense $ (433) $ 161 $ (270) $ 307 Certain statement of operations amounts are as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2023 2022 2023 2022 Stock-based compensation expense: Research and development $ 2,494 $ 380 $ 2,678 $ 410 Selling, general, and administrative 2,520 943 3,164 1,445 Total $ 5,014 $ 1,323 $ 5,842 $ 1,855 |
Schedule of Nonvested Share Activity | Information on Class A Restricted Stock award activity is as follows: Restricted Stock Awards Weighted- Average Grant Date Fair Value Unvested balance as of December 31, 2022 — $ — Granted 1,019,282 31.50 Vested (17,200) 31.50 Forfeited (438) 31.50 Unvested balance as of June 30, 2023 1,001,644 $ 31.50 Restricted Stock Units Weighted- Average Grant Date Fair Value Unvested balance as of December 31, 2022 24,575 $ 99.36 Granted 69,753 21.68 Vested (91,696) 39.28 Forfeited (2,531) 127.84 Unvested balance as of June 30, 2023 101 $ 283.78 |
Summary of Grant Date Fair Value of Awards Vested | The total grant-date fair value of RSAs that vested is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2023 2022 2023 2022 Grant-date fair value $ 542 $ — $ 542 $ — The total grant-date fair value of RSUs that vested is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2023 2022 2023 2022 Grant-date fair value $ 2,548 $ 539 $ 3,602 $ 1,156 |
Summary of Stock-Based Compensation Granted As Deemed Dividends | The Company recorded deemed dividends as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2023 2022 2023 2022 Deemed dividends from grants to Cellectis employees $ — $ 27 $ — $ 64 |
Share-based Payment Arrangement, Performance Shares, Outstanding Activity | PSU activity for the six months ended June 30, 2023, is as follows: Performance Stock Units Outstanding as of December 31, 2022: 22,600 Issued 24,800 Forfeited/canceled (9,333) Exercised (38,067) Outstanding as of June 30, 2023: — |
LEASES, COMMITMENTS, AND CONT_2
LEASES, COMMITMENTS, AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Non-Cancellable Operating Leases | The Company is obligated under a non-cancellable operating leases, primarily for office, laboratory, greenhouse, and warehouse space, as follows: As of June 30, 2023 As of December 31, 2022 In Thousands, except remaining term Remaining Term (years) Right-of-Use-Asset Remaining Term (years) Right-of-Use-Asset Roseville, Minnesota lease 14.8 $ 13,369 15.3 $ 13,613 San Diego, California laboratory lease 2.2 4,311 — — San Diego, California headquarters lease 1.9 4,233 — — Other leases < 1.0 - 4.0 637 < 1.0 - 4.0 2 Total $ 22,550 $ 13,615 |
Summary of Lease Expense, Supplemental Cash Flow Information Related to Leases, and Supplemental Balance Sheet Information Related to Leases | The components of lease expense were as follows: Three Months Ended Six Months Ended In Thousands 2023 2022 2023 2022 Finance lease costs $ 11 $ 7 $ 14 $ 16 Operating lease costs 807 394 1,195 793 Total $ 818 $ 401 $ 1,209 $ 809 Supplemental cash flow information related to leases was as follows: Three Months Ended Six Months Ended In Thousands, except for lease term and discount rate 2023 2022 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows (operating leases) $ 479 $ 68 $ 551 $ 135 Financing cash flows (finance leases) $ 13 $ 96 $ 110 $ 190 Supplemental balance sheet information related to leases was as follows: As of June 30, 2023 As of December 31, 2022 Operating Financing Operating Financing Weighted average remaining lease term (years) 10.8 0.9 15.3 0.4 Weighted average discount rate 7.4 % 9.0 % 7.9 % 8.1 % |
Lessee, Operating Lease, Liability, to be Paid, Maturity | As of June 30, 2023, future minimum payments under operating and finance leases were as follows: In Thousands Operating Financing Total Remainder of 2023 $ 3,370 $ 83 $ 3,453 2024 6,788 90 6,878 2025 4,414 — 4,414 2026 1,580 — 1,580 2027 1,479 — 1,479 2028 1,553 — 1,553 Thereafter 15,438 — 15,438 34,622 173 34,795 Less: interest (10,650) (9) (10,659) Total $ 23,972 $ 164 $ 24,136 Current portion 5,102 164 5,266 Noncurrent portion $ 18,870 $ — $ 18,870 |
Finance Lease, Liability, to be Paid, Maturity | As of June 30, 2023, future minimum payments under operating and finance leases were as follows: In Thousands Operating Financing Total Remainder of 2023 $ 3,370 $ 83 $ 3,453 2024 6,788 90 6,878 2025 4,414 — 4,414 2026 1,580 — 1,580 2027 1,479 — 1,479 2028 1,553 — 1,553 Thereafter 15,438 — 15,438 34,622 173 34,795 Less: interest (10,650) (9) (10,659) Total $ 23,972 $ 164 $ 24,136 Current portion 5,102 164 5,266 Noncurrent portion $ 18,870 $ — $ 18,870 |
ROYALTY LIABILITY - RELATED P_2
ROYALTY LIABILITY - RELATED PARTIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Royalty Liability | In Thousands Royalty Liability - Related Parties Balance as of December 31, 2022 $ — Acquired from merger with Cibus Global, LLC 146,360 Interest expense recognized 2,617 Balance as of June 30, 2023 $ 148,977 |
SUPPLEMENTAL INFORMATION (Table
SUPPLEMENTAL INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accrued Expenses | Certain balance sheet amounts are as follows: In Thousands As of June 30, 2023 As of December 31, 2022 Accrued Expenses: Accrued consulting and professional fees $ 3,479 $ 119 Accrued field trials 1,264 — Other 293 54 Total $ 5,036 $ 173 |
Schedule of Stock-Based Compensation Expense | Stock-based compensation expense related to stock option awards is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2023 2022 2023 2022 Stock-based compensation expense $ 1,441 $ 709 $ 1,795 $ 890 Stock-based compensation expense related to RSAs is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2023 2022 2023 2022 Stock-based compensation expense $ 1,924 $ — $ 1,924 $ — Stock-based compensation expense related to RSUs is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2023 2022 2023 2022 Stock-based compensation expense $ 2,082 $ 453 $ 2,393 $ 658 Stock-based compensation expense related to PSUs is as follows: Three Months Ended Six Months Ended In Thousands 2023 2022 2023 2022 Stock-based compensation (benefit) expense $ (433) $ 161 $ (270) $ 307 Certain statement of operations amounts are as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2023 2022 2023 2022 Stock-based compensation expense: Research and development $ 2,494 $ 380 $ 2,678 $ 410 Selling, general, and administrative 2,520 943 3,164 1,445 Total $ 5,014 $ 1,323 $ 5,842 $ 1,855 |
Schedule of Statements of Certain Statements of Cash Flows Amounts | Supplemental statement of cash flows information is as follows: Six Months Ended June 30, In Thousands 2023 2022 Interest paid $ 21 $ 14 Non-cash transactions not reported in the consolidated statement of cash flows is as follows: Six Months Ended June 30, In Thousands 2023 2022 Receivable from Jefferies for shares issued under ATM facility $ — $ (260) Property, plant, and equipment acquired through assuming liabilities 307 (618) Unpaid stock offering costs included in stockholders’ equity — 1 Shares issued for consideration in the merger with Cibus Global 634,751 — Forgiveness of interim funding resulting from merger with Cibus Global 2,500 — Cumulative effect of adoption of lease accounting standard on stockholders’ equity — 832 Establishment of operating lease right-of-use assets and associated operating lease liabilities $ 28 $ 14,090 |
BASIS OF PRESENTATION & SUMMA_4
BASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Detail) | 3 Months Ended | 6 Months Ended | 39 Months Ended | |||||||
May 31, 2023 class_of_stock $ / shares shares | Apr. 24, 2023 | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) reporting_unit segment $ / shares shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) $ / shares shares | May 30, 2023 $ / shares | Dec. 31, 2022 USD ($) $ / shares shares | Feb. 23, 2022 $ / shares shares | |
Class of Warrant or Right [Line Items] | ||||||||||
Number of classes of stock | class_of_stock | 2 | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||
Reverse stock split conversion ratio | 0.2 | |||||||||
Common and preferred stock, shares authorized (in shares) | shares | 310,000,000 | |||||||||
Common stock, shares authorized (in shares) | shares | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | ||||||
Preferred stock, shares authorized (in shares) | shares | 10,000,000 | |||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||
Net loss | $ (20,509,000) | $ (2,485,000) | $ (25,903,000) | $ (8,104,000) | ||||||
Net cash provided by (used in) operating activities | (14,119,000) | (11,276,000) | ||||||||
Cash and cash equivalents | 50,895,000 | 50,895,000 | $ 50,895,000 | $ 3,427,000 | ||||||
Total current liabilities | 22,445,000 | 22,445,000 | 22,445,000 | $ 1,662,000 | ||||||
Allowance for doubtful accounts | 0 | $ 0 | $ 0 | |||||||
Number of reporting units | reporting_unit | 1 | |||||||||
Goodwill and intangible asset impairment | $ 0 | |||||||||
Revenue recognized from deferred revenue balance | 100,000 | |||||||||
Non-operating income (expenses) | (1,320,000) | (4,296,000) | (410,000) | (4,783,000) | ||||||
Selling, general, and administrative | $ 11,079,000 | $ 3,556,000 | $ 13,375,000 | $ 6,736,000 | ||||||
Fundamental Transaction voting threshold, percent | 50% | 50% | 50% | |||||||
Employee Retention Credit refund received | $ 200,000 | |||||||||
Employee Retention Credit refund expected | $ 200,000 | $ 200,000 | $ 200,000 | |||||||
Number of operating segments | segment | 1 | |||||||||
Costs Related to the Completion of the Merger Transaction | Revision of Prior Period, Adjustment | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Non-operating income (expenses) | 800,000 | |||||||||
Selling, general, and administrative | $ 800,000 | |||||||||
Calyxt, Inc. | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||
Reverse stock split conversion ratio | 0.1 | |||||||||
Common Class A | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares authorized (in shares) | shares | 210,000,000 | 210,000,000 | 210,000,000 | 210,000,000 | 275,000,000 | |||||
Common Class B | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares authorized (in shares) | shares | 90,000,000 | 90,000,000 | 90,000,000 | 90,000,000 | 0 | |||||
Minimum | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Land, buildings, and equipment useful Life | 3 years | 3 years | 3 years | |||||||
Maximum | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Land, buildings, and equipment useful Life | 20 years | 20 years | 20 years | |||||||
Common Warrants | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Deferred financing costs related to common warrants | $ 400,000 | |||||||||
Number of securities called by each warrant (in shares) | shares | 1 | |||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 69.04 | |||||||||
Pre-Funded Warrants | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Number of securities called by each warrant (in shares) | shares | 1 | |||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.0001 |
BASIS OF PRESENTATION & SUMMA_5
BASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Stock by Class (Details) - shares | Jun. 30, 2023 | May 31, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | |||
Authorized (in shares) | 300,000,000 | 300,000,000 | |
Issued (in shares) | 22,300,966 | ||
Outstanding (in shares) | 21,249,037 | ||
Common Class A | |||
Class of Stock [Line Items] | |||
Authorized (in shares) | 210,000,000 | 210,000,000 | 275,000,000 |
Issued (in shares) | 17,658,330 | 978,915 | |
Outstanding (in shares) | 16,606,401 | 976,908 | |
Common Class B | |||
Class of Stock [Line Items] | |||
Authorized (in shares) | 90,000,000 | 90,000,000 | 0 |
Issued (in shares) | 4,642,636 | 0 | |
Outstanding (in shares) | 4,642,636 | 0 |
BASIS OF PRESENTATION & SUMMA_6
BASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Deferred Revenue Activity (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Contract with Customer, Liability [Roll Forward] | |
Beginning balance | $ 107 |
Acquired from merger with Cibus Global, LLC | 1,186 |
Consideration earned | (239) |
Consideration received | 493 |
Ending balance | $ 1,547 |
BASIS OF PRESENTATION & SUMMA_7
BASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 1,269,779 | 327,964 |
Stock options outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 109,551 | 118,760 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 101 | 28,121 |
Unvested performance stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 0 | 22,600 |
Unvested restricted stock awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 1,001,644 | 0 |
Common Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 158,483 | 158,483 |
MERGER WITH CIBUS GLOBAL - Narr
MERGER WITH CIBUS GLOBAL - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | 18 Months Ended | ||
Jun. 30, 2023 | May 31, 2023 shares | Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) | |
Business Acquisition [Line Items] | ||||||
Weighted average amortization period for definite lived intangible assets | 20 years | |||||
Percentage of income tax savings required to be paid under the TRA | 85% | |||||
Cibus Global | ||||||
Business Acquisition [Line Items] | ||||||
Number of Common Units included in Up-C Units (in shares) | shares | 1 | |||||
Up-C Units to Class A Common Stock exchange ratio | 1 | |||||
Expenses incurred in connection with Merger | $ 0.4 | $ 8.2 | ||||
Legal and professional fees | $ 3.5 | |||||
Severance costs | 1.9 | |||||
Revenue of acquiree since acquisition date | $ 0.2 | 0.2 | ||||
Loss of acquiree since acquisition date, attributable to controlling interest | 6.5 | 6.5 | ||||
Loss of acquiree since acquisition date, attributable to noncontrolling interest | $ 1.8 | 1.8 | ||||
Cibus Global | Common Class B | ||||||
Business Acquisition [Line Items] | ||||||
Number of Common Stock shares included in Up-C Units (in shares) | shares | 1 | |||||
Cibus Global | Selling, general, and administrative | ||||||
Business Acquisition [Line Items] | ||||||
Accelerated stock compensation expense | 1.1 | |||||
Cibus Global | Research and development | ||||||
Business Acquisition [Line Items] | ||||||
Accelerated stock compensation expense | $ 1.3 | |||||
Variable Interest Entity, Primary Beneficiary | ||||||
Business Acquisition [Line Items] | ||||||
Variable interest entity, ownership percentage | 22% | 22% |
MERGER WITH CIBUS GLOBAL - Sche
MERGER WITH CIBUS GLOBAL - Schedule of Purchase Price for Merger Transaction (Details) - USD ($) | 6 Months Ended | ||
May 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | |||
Purchase price | $ 634,751,000 | $ 0 | |
Cibus Global | |||
Business Acquisition [Line Items] | |||
Number of shares of Common Stock received by Cibus Global, LLC equityholders as merger consideration (in shares) | 20,150,838 | ||
Multiplied by the fair value per share of Cibus, Inc. Class A Common Stock (in dollars per share) | $ 31.50 | ||
Purchase price | $ 634,751,397 | ||
Cibus Global | Restricted Stock | |||
Business Acquisition [Line Items] | |||
Number of shares of Common Stock received by Cibus Global, LLC equityholders as merger consideration (in shares) | 1,019,282 | ||
Cibus Global | Common Class A | |||
Business Acquisition [Line Items] | |||
Number of shares of Common Stock received by Cibus Global, LLC equityholders as merger consideration (in shares) | 15,508,202 | ||
Cibus Global | Common Class B | |||
Business Acquisition [Line Items] | |||
Number of shares of Common Stock received by Cibus Global, LLC equityholders as merger consideration (in shares) | 4,642,636 |
MERGER WITH CIBUS GLOBAL - Sc_2
MERGER WITH CIBUS GLOBAL - Schedule of Recognized the Preliminary Allocation of the Consideration (Details) - USD ($) | Jun. 30, 2023 | May 31, 2023 | May 30, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 585,266,000 | $ 0 | $ 0 | |
Cibus Global | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 59,381,000 | |||
Accounts receivable | 2,216,000 | |||
Note receivable | 2,500,000 | |||
Prepaid expenses and other current assets | 2,535,000 | |||
Property, plant and equipment | 10,588,000 | |||
Operating lease right-of-use-assets | 9,519,000 | |||
Goodwill | 585,266,000 | |||
Intangible assets | 135,429,000 | |||
Other non-current assets | 457,000 | |||
Accounts payable | (5,582,000) | |||
Accrued expenses | (3,477,000) | |||
Accrued compensation | (2,859,000) | |||
Deferred revenue | (1,186,000) | |||
Current portion of notes payable | (517,000) | |||
Current portion of operating lease obligations | (4,687,000) | |||
Current portion of financing lease obligations | (165,000) | |||
Notes payable, net of current portion | (749,000) | |||
Operating lease obligations, net of current portion | (6,006,000) | |||
Financing lease obligations, net of current portion | (10,000) | |||
Other non-current liabilities | (1,536,000) | |||
Consideration transferred | 634,751,000 | |||
Cibus Global | Related Party | ||||
Business Acquisition [Line Items] | ||||
Due from related parties, net | 19,000 | |||
Other current liabilities | (8,000) | |||
Royalty liability - related parties | (146,360,000) | |||
Cibus Global | Nonrelated Party | ||||
Business Acquisition [Line Items] | ||||
Other current liabilities | $ (17,000) |
MERGER WITH CIBUS GLOBAL - Sc_3
MERGER WITH CIBUS GLOBAL - Schedule of Intangible Assets Acquired in Merger Transaction (Details) $ in Thousands | May 31, 2023 USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated Average Useful Life (Years) | 20 years |
Cibus Global | |
Intangible Assets Acquired As Part Of Business Combination [Line Items] | |
Total | $ 135,429 |
Cibus Global | In-process research and development | |
Acquired Indefinite-Lived Intangible Assets [Line Items] | |
Acquired indefinite-lived intangible assets | 99,051 |
Cibus Global | Developed technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired finite-lived intangibles | $ 14,148 |
Estimated Average Useful Life (Years) | 20 years |
Cibus Global | Trade name | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired finite-lived intangibles | $ 22,230 |
Estimated Average Useful Life (Years) | 20 years |
MERGER WITH CIBUS GLOBAL - Busi
MERGER WITH CIBUS GLOBAL - Business Acquisition, Pro Forma Information (Details) - Cibus Global - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Pro forma revenues | $ 443 | $ 300 | $ 679 | $ 685 |
Pro forma net loss | (31,026) | (2,948) | (53,946) | (41,638) |
Pro forma net loss attributable to controlling interest | (27,352) | (21,683) | (46,280) | (36,302) |
Pro forma net loss attributable to noncontrolling interest | $ (3,674) | $ (2,948) | $ (7,666) | $ (5,336) |
FINANCIAL INSTRUMENTS MEASURE_3
FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK - Summary of Fair Value Measurements and Financial Statement Presentation (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value of Assets | ||
Total | $ 22,260 | $ 0 |
Fair Value of Liabilities | ||
Class A common stock warrants | 662 | 291 |
Total | 662 | 291 |
Money Market Funds | ||
Fair Value of Assets | ||
Money market funds | 22,260 | 0 |
Common Warrants | ||
Fair Value of Liabilities | ||
Class A common stock warrants | 662 | 291 |
Level 1 | ||
Fair Value of Assets | ||
Total | 22,260 | 0 |
Fair Value of Liabilities | ||
Total | 0 | 0 |
Level 1 | Money Market Funds | ||
Fair Value of Assets | ||
Money market funds | 22,260 | 0 |
Level 1 | Common Warrants | ||
Fair Value of Liabilities | ||
Class A common stock warrants | 0 | 0 |
Level 2 | ||
Fair Value of Assets | ||
Total | 0 | 0 |
Fair Value of Liabilities | ||
Total | 0 | 0 |
Level 2 | Money Market Funds | ||
Fair Value of Assets | ||
Money market funds | 0 | 0 |
Level 2 | Common Warrants | ||
Fair Value of Liabilities | ||
Class A common stock warrants | 0 | 0 |
Level 3 | ||
Fair Value of Assets | ||
Total | 0 | 0 |
Fair Value of Liabilities | ||
Total | 662 | 291 |
Level 3 | Money Market Funds | ||
Fair Value of Assets | ||
Money market funds | 0 | 0 |
Level 3 | Common Warrants | ||
Fair Value of Liabilities | ||
Class A common stock warrants | $ 662 | $ 291 |
FINANCIAL INSTRUMENTS MEASURE_4
FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK - Summary of Fair Value of the Common Warrants (Details) | Jun. 30, 2023 yr | Dec. 31, 2022 yr |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Estimated fair value of Common Warrants | 4.18 | 1.87 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assumptions: | 0.043 | 0.040 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assumptions: | 1 | 0.850 |
Expected term to liquidation (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assumptions: | 4.2 | 4.6 |
PROPERTY, PLANT, AND EQUIPMEN_3
PROPERTY, PLANT, AND EQUIPMENT, NET - Schedule of Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Total property, plant, and equipment | $ 21,831 | $ 21,831 | $ 10,393 | ||
Less accumulated depreciation and amortization | (6,842) | (6,842) | (5,877) | ||
Total | 14,989 | 14,989 | 4,516 | ||
Depreciation and amortization expense | $ 571 | $ 365 | $ 983 | $ 722 | |
Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life (Years) | 3 years | 3 years | |||
Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life (Years) | 20 years | 20 years | |||
Buildings | |||||
Property, Plant and Equipment [Line Items] | |||||
Land, buildings, and equipment, gross | $ 900 | $ 900 | 900 | ||
Buildings | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life (Years) | 10 years | 10 years | |||
Buildings | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life (Years) | 20 years | 20 years | |||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life (Years) | 15 years | 15 years | |||
Land, buildings, and equipment, gross | $ 3,654 | $ 3,654 | 364 | ||
Office furniture and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Land, buildings, and equipment, gross | 12,394 | 12,394 | 7,803 | ||
Finance lease, right-of-use asset, before accumulated amortization | $ 373 | $ 373 | 414 | ||
Office furniture and equipment | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life (Years) | 5 years | 5 years | |||
Useful Life (Years) | 4 years | 4 years | |||
Office furniture and equipment | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life (Years) | 10 years | 10 years | |||
Useful Life (Years) | 20 years | 20 years | |||
Computer equipment and software | |||||
Property, Plant and Equipment [Line Items] | |||||
Land, buildings, and equipment, gross | $ 2,709 | $ 2,709 | 912 | ||
Computer equipment and software | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life (Years) | 3 years | 3 years | |||
Computer equipment and software | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life (Years) | 5 years | 5 years | |||
Assets in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Land, buildings, and equipment, gross | $ 1,801 | $ 1,801 | $ 0 |
PROPERTY, PLANT, AND EQUIPMEN_4
PROPERTY, PLANT, AND EQUIPMENT, NET - Narrative (Details) | Jun. 30, 2023 |
Risk-free interest rate | |
Property, Plant and Equipment [Line Items] | |
Asset retirement obligation, measurement input | 0.0564 |
Measurement Input, Inflation Rate | |
Property, Plant and Equipment [Line Items] | |
Asset retirement obligation, measurement input | 0.05 |
PROPERTY, PLANT, AND EQUIPMEN_5
PROPERTY, PLANT, AND EQUIPMENT, NET - Schedule of Change in Asset Retirement Obligation (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |
Beginning balance | $ 0 |
Acquired from merger with Cibus Global, LLC | 264 |
Obligations incurred | 0 |
Accretion expense | 1 |
Ending balance | $ 265 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) | May 31, 2023 | Jun. 30, 2023 | May 30, 2023 | Dec. 31, 2022 |
Goodwill [Line Items] | ||||
Goodwill, acquired during period | $ 585,300,000 | |||
Goodwill | $ 585,266,000 | $ 0 | $ 0 | |
Cibus Global | ||||
Goodwill [Line Items] | ||||
Goodwill | 585,266,000 | |||
Goodwill, expected tax deductible amount | $ 0 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 200 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross Carrying Amount | 135,579 | |
Accumulated Amortization | 200 | |
Intangible Assets, Net | 135,379 | $ 158 |
In-process research and development | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
In-process research and development | 99,051 | |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 14,148 | |
Accumulated Amortization | 59 | |
Intangible Assets, Net | 14,089 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | 59 | |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 22,230 | |
Accumulated Amortization | 92 | |
Intangible Assets, Net | 22,138 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | 92 | |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 150 | |
Accumulated Amortization | 49 | |
Intangible Assets, Net | 101 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ 49 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Schedule Of Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 155 | $ 6 | $ 208 | $ 11 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2023 | $ 917 |
2024 | 1,833 |
2025 | 1,833 |
2026 | 1,833 |
2027 | 1,833 |
2028 | $ 1,833 |
NOTES PAYABLE - Narrative (Deta
NOTES PAYABLE - Narrative (Details) - Notes Payable | 6 Months Ended |
Jun. 30, 2023 | |
Annual Licenses | |
Debt Instrument [Line Items] | |
Debt instrument, term | 1 year |
Annual License 1 | |
Debt Instrument [Line Items] | |
Debt instrument, interest rate | 10% |
Annual License 2 | |
Debt Instrument [Line Items] | |
Debt instrument, interest rate | 13% |
Financed Equipment | |
Debt Instrument [Line Items] | |
Debt instrument, weighted average remaining term | 3 years 1 month 6 days |
Financed Equipment | Minimum | |
Debt Instrument [Line Items] | |
Debt instrument, interest rate | 7.30% |
Financed Equipment | Maximum | |
Debt Instrument [Line Items] | |
Debt instrument, interest rate | 17.60% |
Insurance | |
Debt Instrument [Line Items] | |
Debt instrument, weighted average remaining term | 8 months 12 days |
Insurance | Minimum | |
Debt Instrument [Line Items] | |
Debt instrument, interest rate | 6.30% |
Insurance | Maximum | |
Debt Instrument [Line Items] | |
Debt instrument, interest rate | 7.50% |
NOTES PAYABLE - Schedule of Fut
NOTES PAYABLE - Schedule of Future Minimum Payments Under Notes Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Remainder of 2023 | $ 1,056 | |
2024 | 859 | |
2025 | 351 | |
2026 | 151 | |
2027 | 89 | |
2028 | 15 | |
Notes Payable, Gross | 2,521 | |
Less: interest | (240) | |
Total | 2,281 | |
Current portion | 1,562 | $ 0 |
Noncurrent portion | 719 | $ 0 |
Annual Licenses | ||
Debt Instrument [Line Items] | ||
Remainder of 2023 | 185 | |
2024 | 216 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
2028 | 0 | |
Notes Payable, Gross | 401 | |
Less: interest | (21) | |
Total | 380 | |
Current portion | 380 | |
Noncurrent portion | 0 | |
Financed Equipment | ||
Debt Instrument [Line Items] | ||
Remainder of 2023 | 278 | |
2024 | 450 | |
2025 | 351 | |
2026 | 151 | |
2027 | 89 | |
2028 | 15 | |
Notes Payable, Gross | 1,334 | |
Less: interest | (197) | |
Total | 1,137 | |
Current portion | 418 | |
Noncurrent portion | 719 | |
Insurance | ||
Debt Instrument [Line Items] | ||
Remainder of 2023 | 593 | |
2024 | 193 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
2028 | 0 | |
Notes Payable, Gross | 786 | |
Less: interest | (22) | |
Total | 764 | |
Current portion | 764 | |
Noncurrent portion | $ 0 |
STOCKHOLDERS' EQUITY - Follow-O
STOCKHOLDERS' EQUITY - Follow-On Public Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | ||
Feb. 23, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Stockholders Equity [Line Items] | |||
Underwriting discounts and estimated other offering expenses | $ 0 | $ 961 | |
Pre-Funded Warrants | |||
Stockholders Equity [Line Items] | |||
Number of securities called by each warrant (in shares) | 1 | ||
Exercise price of warrants (in dollars per share) | $ 0.0001 | ||
Common Warrants | |||
Stockholders Equity [Line Items] | |||
Number of securities called by each warrant (in shares) | 1 | ||
Exercise price of warrants (in dollars per share) | $ 69.04 | ||
Follow-on Public Offering | |||
Stockholders Equity [Line Items] | |||
Offering price (in dollars per share) | $ 70.50 | ||
Net proceeds on issuance of common stock | $ 10,000 | ||
Underwriting discounts and estimated other offering expenses | $ 900 | ||
Follow-on Public Offering | Pre-Funded Warrants | |||
Stockholders Equity [Line Items] | |||
Warrants issued (in shares) | 77,600 | ||
Offering price (in dollars per share) | $ 70.4999 | ||
Exercise price of warrants (in dollars per share) | $ 0.0001 | ||
Follow-on Public Offering | Common Warrants | |||
Stockholders Equity [Line Items] | |||
Warrants issued (in shares) | 158,483 | ||
Exercise price of warrants (in dollars per share) | $ 69.04 | ||
Maximum voting percentage, before warrants cannot be exercised | 4.99% | ||
Common Class A | Follow-on Public Offering | |||
Stockholders Equity [Line Items] | |||
Issuance of common stock (in shares) | 77,600 |
STOCKHOLDERS' EQUITY - Disclosu
STOCKHOLDERS' EQUITY - Disclosure of Warrants Transactions (Detail) - Common Warrants - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Common Warrants | ||
Outstanding (in shares) | 158,483 | 158,483 |
Exercisable (in shares) | 158,483 | |
Weighted-Average Exercise Price Per Share | ||
Outstanding (in dollars per share) | $ 69.04 | $ 69.04 |
Exercisable (in dollars per share) | $ 69.04 |
STOCKHOLDERS' EQUITY - ATM Faci
STOCKHOLDERS' EQUITY - ATM Facility (Details) - At-The-Market Offering - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issued in transaction (in shares) | 0 | 40,000 |
Net proceeds on issuance of common stock | $ 0.1 |
STOCKHOLDERS' EQUITY - Merger w
STOCKHOLDERS' EQUITY - Merger with Cibus Global (Details) | May 31, 2023 shares |
Cibus Global | |
Stockholders Equity [Line Items] | |
Number of shares of Common Stock received by Cibus Global, LLC equityholders as merger consideration (in shares) | 20,150,838 |
Common Class A | |
Stockholders Equity [Line Items] | |
Stock issued during period for acquisitions (in shares) | 16,527,484 |
Common Class A | Cibus Global | |
Stockholders Equity [Line Items] | |
Number of shares of Common Stock received by Cibus Global, LLC equityholders as merger consideration (in shares) | 15,508,202 |
Restricted Common Class A | |
Stockholders Equity [Line Items] | |
Stock issued during period for acquisitions (in shares) | 1,019,282 |
Common Class B | Cibus Global | |
Stockholders Equity [Line Items] | |
Number of shares of Common Stock received by Cibus Global, LLC equityholders as merger consideration (in shares) | 4,642,636 |
STOCKHOLDERS' EQUITY - Cibus Co
STOCKHOLDERS' EQUITY - Cibus Common Units (Details) | Jun. 30, 2023 shares | May 31, 2023 |
Stockholders Equity [Line Items] | ||
Common unit conversion ratio | 1 | |
Common units outstanding (in shares) | 21,249,038 | |
Cibus, Inc. | ||
Stockholders Equity [Line Items] | ||
Common units outstanding (in shares) | 16,606,402 | |
Electing Members | ||
Stockholders Equity [Line Items] | ||
Common units outstanding (in shares) | 4,642,636 |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock (Details) - $ / shares | Jun. 30, 2023 | May 31, 2023 |
Equity [Abstract] | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred stock, shares issued (in shares) | 0 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
May 31, 2023 | May 24, 2023 | Mar. 01, 2023 | Feb. 28, 2023 | Mar. 01, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jul. 31, 2021 | Mar. 31, 2023 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock option post-separation exercise period | 5 years | 90 days | ||||||||
Aggregate intrinsic value of options outstanding and exercisable | $ 0 | |||||||||
Weighted average remaining contractual term | 4 years 3 months 18 days | |||||||||
Unrecognized stock-based compensation expense related to non-vested stock options | $ 100,000 | |||||||||
Stock Options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options priced at fair market value, percent | 100% | |||||||||
Stock option expiration period | 10 years | |||||||||
Share-based payment arrangement, plan modification, incremental cost | $ 100,000 | $ 200,000 | ||||||||
Unrecognized stock-based compensation expense, expected recognition weighted-average period | 1 year 1 month 6 days | |||||||||
Stock Options | Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock option, vesting period | 3 years | |||||||||
Stock Options | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock option, vesting period | 6 years | |||||||||
Restricted Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized stock-based compensation expense, expected recognition weighted-average period | 2 years 6 months | |||||||||
Unrecognized stock-based compensation expense | $ 30,200,000 | |||||||||
Granted (in shares) | 1,019,282 | |||||||||
Restricted Stock | Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock option, vesting period | 2 months | |||||||||
Restricted Stock | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock option, vesting period | 4 years | |||||||||
Restricted Stock Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 69,753 | |||||||||
Restricted Stock Units | Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock option, vesting period | 3 years | |||||||||
Restricted Stock Units | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock option, vesting period | 5 years | |||||||||
Performance Stock Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized stock-based compensation expense | $ 0 | |||||||||
Award requisite service period | 5 years | |||||||||
2017 Omnibus Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based compensation arrangement by share-based payment award, number of shares registered and available for grant (in shares) | 2,127,061 | |||||||||
2017 Omnibus Plan | Performance Stock Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 24,800 | 10,600 | ||||||||
Award vesting rights, percentage | 100% | |||||||||
Award performance period | 3 years | |||||||||
2017 Omnibus Plan | Performance Stock Units | Share-Based Payment Arrangement, Tranche One | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting rights, percentage | 100% | |||||||||
2017 Omnibus Plan | Performance Stock Units | Share-Based Payment Arrangement, Tranche Two | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting rights, percentage | 100% | |||||||||
Inducement Plan [Member] | Performance Stock Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 12,000 | |||||||||
Award vesting rights, percentage | 25% | |||||||||
Award performance period | 3 years | |||||||||
Share-based compensation arrangement by share-based payment award, threshold consecutive trading days | 30 days |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of Fair Values of Stock Options Granted and Assumptions used in Black-Scholes Model (Detail) - Stock Options - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Estimated fair values of stock options granted (USD per share) | $ 0 | $ 27.67 |
Assumptions: | ||
Risk-free interest rate | 0% | |
Risk-free interest rate, minimum | 1.90% | |
Risk-free interest rate, maximum | 3.50% | |
Expected volatility | 0% | |
Expected volatility, minimum | 89.70% | |
Expected volatility, maximum | 92.80% | |
Minimum | ||
Assumptions: | ||
Expected term (in years) | 5 years 6 months | |
Maximum | ||
Assumptions: | ||
Expected term (in years) | 6 years 10 months 20 days |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summary of Stock Option Activity (Detail) - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Options Exercisable | ||
Beginning balance (in shares) | 67,978 | |
Vested (in shares) | 41,971 | |
Forfeited or expired (in shares) | (1,530) | |
Ending balance (in shares) | 108,419 | |
Weighted- Average Exercise Price Per Share | ||
Exercisable (in dollars per share) | $ 364.13 | $ 496.83 |
Vested (in dollars per share) | 152.05 | |
Forfeited or expired (in dollars per share) | $ 441.63 | |
Options Outstanding | ||
Beginning balance (in shares) | 116,860 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Forfeited or expired (in shares) | (7,309) | |
Ending balance (in shares) | 109,551 | |
Weighted- Average Exercise Price Per Share | ||
Outstanding (in dollars per share) | $ 367.46 | $ 367.58 |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 0 | |
Forfeited or expired (in dollars per share) | $ 369.43 |
STOCK-BASED COMPENSATION - Su_3
STOCK-BASED COMPENSATION - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation (benefit) expense | $ 5,014 | $ 1,323 | $ 5,842 | $ 1,855 |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation (benefit) expense | 1,441 | 709 | 1,795 | 890 |
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation (benefit) expense | 1,924 | 0 | 1,924 | 0 |
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation (benefit) expense | 2,082 | 453 | 2,393 | 658 |
Performance Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation (benefit) expense | $ (433) | $ 161 | $ (270) | $ 307 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Nonvested Shares Activity (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Restricted Stock | ||
Restricted Stock Awards/Units | ||
Unvested beginning balance (in shares) | 0 | |
Granted (in shares) | 1,019,282 | |
Vested (in shares) | (17,200) | |
Forfeited (in shares) | (438) | |
Unvested ending balance (in shares) | 1,001,644 | |
Weighted- Average Grant Date Fair Value | ||
Unvested (in dollars per share) | $ 31.50 | $ 0 |
Granted (in dollars per share) | 31.50 | |
Vested (in dollars per share) | 31.50 | |
Forfeited (in dollars per share) | $ 31.50 | |
Restricted Stock Units | ||
Restricted Stock Awards/Units | ||
Unvested beginning balance (in shares) | 24,575 | |
Granted (in shares) | 69,753 | |
Vested (in shares) | (91,696) | |
Forfeited (in shares) | (2,531) | |
Unvested ending balance (in shares) | 101 | |
Weighted- Average Grant Date Fair Value | ||
Unvested (in dollars per share) | $ 283.78 | $ 99.36 |
Granted (in dollars per share) | 21.68 | |
Vested (in dollars per share) | 39.28 | |
Forfeited (in dollars per share) | $ 127.84 |
STOCK-BASED COMPENSATION - Su_4
STOCK-BASED COMPENSATION - Summary of Grant Date Fair Value of Awards Vested (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grant-date fair value | $ 542 | $ 0 | $ 542 | $ 0 |
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grant-date fair value | $ 2,548 | $ 539 | $ 3,602 | $ 1,156 |
STOCK-BASED COMPENSATION - Su_5
STOCK-BASED COMPENSATION - Summary of Stock-Based Compensation Granted as Deemed Dividends (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Deemed Dividends | Related Party | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Deemed dividends from grants to Cellectis employees | $ 0 | $ 27 | $ 0 | $ 64 |
STOCK-BASED COMPENSATION - Shar
STOCK-BASED COMPENSATION - Share-Based Payment Arrangement, Performance Shares, Outstanding Activity (Details) - Performance Stock Units | 6 Months Ended |
Jun. 30, 2023 shares | |
Performance Stock Units | |
Beginning balance (in shares) | 22,600 |
Issued (in shares) | 24,800 |
Forfeited/canceled (in shares) | (9,333) |
Exercised (in shares) | (38,067) |
Ending balance (in shares) | 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision | $ 0 | $ 0 | $ 0 | $ 0 |
LEASES, COMMITMENTS, AND CONT_3
LEASES, COMMITMENTS, AND CONTINGENCIES - Schedule of Non-Cancellable Operating Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Operating Leased Assets [Line Items] | ||
Right-of-Use-Asset | $ 22,550 | $ 13,615 |
Roseville, Minnesota lease | ||
Operating Leased Assets [Line Items] | ||
Remaining Term (years) | 14 years 9 months 18 days | 15 years 3 months 18 days |
Right-of-Use-Asset | $ 13,369 | $ 13,613 |
San Diego, California laboratory lease | ||
Operating Leased Assets [Line Items] | ||
Remaining Term (years) | 2 years 2 months 12 days | |
Right-of-Use-Asset | $ 4,311 | 0 |
San Diego, California headquarters lease | ||
Operating Leased Assets [Line Items] | ||
Remaining Term (years) | 1 year 10 months 24 days | |
Right-of-Use-Asset | $ 4,233 | 0 |
Other leases | ||
Operating Leased Assets [Line Items] | ||
Right-of-Use-Asset | $ 637 | $ 2 |
Other leases | Minimum | ||
Operating Leased Assets [Line Items] | ||
Remaining Term (years) | 1 year | 1 year |
Other leases | Maximum | ||
Operating Leased Assets [Line Items] | ||
Remaining Term (years) | 4 years | 4 years |
LEASES, COMMITMENTS, AND CONT_4
LEASES, COMMITMENTS, AND CONTINGENCIES - Narrative (Detail) | 3 Months Ended | ||
Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) option | |
Other Commitments [Line Items] | |||
Proceeds from legal settlements | $ | $ 750,000 | $ 750,000 | |
Roseville, Minnesota lease | |||
Other Commitments [Line Items] | |||
Number of renewal options | 4 | ||
Renewal term | 5 years | ||
San Diego, California laboratory lease | |||
Other Commitments [Line Items] | |||
Number of renewal options | 1 | ||
Renewal term | 1 year | ||
Greenhouse Lease | |||
Other Commitments [Line Items] | |||
Number of renewal options | 1 | ||
Renewal term | 5 years | ||
Warehouse Lease | |||
Other Commitments [Line Items] | |||
Number of renewal options | 1 | ||
Renewal term | 5 years | ||
Minimum | |||
Other Commitments [Line Items] | |||
Charitable contribution obligation, percentage of net royalty revenue | 0.01 | ||
Charitable contribution obligation, net royalty revenue threshold | $ | $ 100,000,000 | ||
Maximum | |||
Other Commitments [Line Items] | |||
Charitable contribution obligation, percentage of net royalty revenue | 0.02 | ||
Charitable contribution obligation, net royalty revenue threshold | $ | $ 1,000,000,000 |
LEASES, COMMITMENTS, AND CONT_5
LEASES, COMMITMENTS, AND CONTINGENCIES - Summary of Lease Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Finance lease costs | $ 11 | $ 7 | $ 14 | $ 16 |
Operating lease costs | 807 | 394 | 1,195 | 793 |
Total | $ 818 | $ 401 | $ 1,209 | $ 809 |
LEASES, COMMITMENTS, AND CONT_6
LEASES, COMMITMENTS, AND CONTINGENCIES - Summary of Other Information Related to Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating cash flows (operating leases) | $ 479 | $ 68 | $ 551 | $ 135 |
Financing cash flows (finance leases) | $ 13 | $ 96 | $ 110 | $ 190 |
LEASES, COMMITMENTS, AND CONT_7
LEASES, COMMITMENTS, AND CONTINGENCIES - Supplemental Balance Sheet Information Related to Leases (Details) | Jun. 30, 2023 | Dec. 31, 2022 |
Operating | ||
Weighted average remaining lease term (years) | 10 years 9 months 18 days | 15 years 3 months 18 days |
Weighted average discount rate | 7.40% | 7.90% |
Financing | ||
Weighted average remaining lease term (years) | 10 months 24 days | 4 months 24 days |
Weighted average discount rate | 9% | 8.10% |
LEASES, COMMITMENTS, AND CONT_8
LEASES, COMMITMENTS, AND CONTINGENCIES - Summary of Future Minimum Rental Payments (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Operating | ||
Remainder of 2023 | $ 3,370 | |
2024 | 6,788 | |
2025 | 4,414 | |
2026 | 1,580 | |
2027 | 1,479 | |
2028 | 1,553 | |
Thereafter | 15,438 | |
Operating lease, liability, to be paid | 34,622 | |
Less: interest | (10,650) | |
Total | 23,972 | |
Current portion | 5,102 | $ 367 |
Noncurrent portion | 18,870 | 13,447 |
Financing | ||
Remainder of 2023 | 83 | |
2024 | 90 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
2028 | 0 | |
Thereafter | 0 | |
Finance lease, liability, to be paid | 173 | |
Less: interest | (9) | |
Total | 164 | |
Current portion | 164 | $ 97 |
Noncurrent portion | 0 | |
Total | ||
Remainder of 2023 | 3,453 | |
2024 | 6,878 | |
2025 | 4,414 | |
2026 | 1,580 | |
2027 | 1,479 | |
2028 | 1,553 | |
Thereafter | 15,438 | |
Operating and finance lease, liability, to be paid | 34,795 | |
Less: interest | (10,659) | |
Total | 24,136 | |
Current portion | 5,266 | |
Noncurrent portion | $ 18,870 |
ROYALTY LIABILITY - RELATED P_3
ROYALTY LIABILITY - RELATED PARTIES - Narrative (Details) - Management | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Warrant Exchange Agreement | |
Related Party Transaction [Line Items] | |
Royalty payment, percentage of subject revenues | 10% |
Subject revenue threshold, minimum | $ 50,000,000 |
Term of agreement | 30 years |
Renewal term | 30 years |
Required payment to extend agreement | $ 100 |
Measurement Input, Discount Rate | |
Related Party Transaction [Line Items] | |
Royalty liability, measurement input | 0.237 |
ROYALTY LIABILITY - RELATED P_4
ROYALTY LIABILITY - RELATED PARTIES - Schedule of Royalty Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accrued Royalties [Roll Forward] | ||||
Beginning balance | $ 0 | |||
Interest expense recognized | $ 2,617 | $ 0 | 2,617 | $ 0 |
Ending balance | 148,977 | 148,977 | ||
Management | ||||
Accrued Royalties [Roll Forward] | ||||
Beginning balance | 0 | |||
Acquired from merger with Cibus Global, LLC | 146,360 | |||
Interest expense recognized | 2,617 | |||
Ending balance | $ 148,977 | $ 148,977 |
SUPPLEMENTAL INFORMATION - Accr
SUPPLEMENTAL INFORMATION - Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Accrued Expenses: | ||
Accrued consulting and professional fees | $ 3,479 | $ 119 |
Accrued field trials | 1,264 | 0 |
Other | 293 | 54 |
Total | $ 5,036 | $ 173 |
SUPPLEMENTAL INFORMATION - Shar
SUPPLEMENTAL INFORMATION - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Stock-based compensation expense: | ||||
Total | $ 5,014 | $ 1,323 | $ 5,842 | $ 1,855 |
Research and development | ||||
Stock-based compensation expense: | ||||
Total | 2,494 | 380 | 2,678 | 410 |
Selling, general, and administrative | ||||
Stock-based compensation expense: | ||||
Total | $ 2,520 | $ 943 | $ 3,164 | $ 1,445 |
SUPPLEMENTAL INFORMATION - Supp
SUPPLEMENTAL INFORMATION - Supplemental Cash Flows Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||||||
Interest paid | $ 21 | $ 14 | ||||
Non-cash transactions not reported in the consolidated statement of cash flows | ||||||
Receivable from Jefferies for shares issued under ATM facility | 0 | (260) | ||||
Property, plant, and equipment acquired through assuming liabilities | 307 | (618) | ||||
Unpaid stock offering costs included in stockholders’ equity | 0 | 1 | ||||
Shares issued for consideration in the merger with Cibus Global | 634,751 | 0 | ||||
Forgiveness of interim funding resulting from merger with Cibus Global | 2,500 | 0 | ||||
Cumulative effect of adoption of lease accounting standard on stockholders’ equity | 484,313 | 13,759 | $ 2,667 | $ 7,233 | $ 14,921 | $ 14,132 |
Establishment of operating lease right-of-use assets and associated operating lease liabilities | $ 28 | 14,090 | ||||
Cumulative Effect, Period of Adoption, Adjustment | ||||||
Non-cash transactions not reported in the consolidated statement of cash flows | ||||||
Cumulative effect of adoption of lease accounting standard on stockholders’ equity | $ 832 | $ 832 |
INTERIM FUNDING (Details)
INTERIM FUNDING (Details) - USD ($) | 3 Months Ended | |||
May 30, 2023 | Jun. 30, 2023 | May 31, 2023 | Mar. 15, 2023 | |
Line of Credit Facility [Line Items] | ||||
Outstanding debt balance | $ 2,281,000 | |||
Revolving Credit Facility | Interim Funding Agreement | Unsecured Debt | Affiliated Entity | Cibus Global | ||||
Line of Credit Facility [Line Items] | ||||
Unrestricted cash balance threshold | $ 1,500,000 | |||
Maximum borrowing capacity | 3,000,000 | |||
Maximum borrowing increments | $ 500,000 | |||
Aggregate funds received | $ 2,500,000 | |||
Outstanding debt balance | $ 0 |
COLLABORATION AGREEMENT (Detail
COLLABORATION AGREEMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Deferred revenue for upfront payments | $ 1,547 | $ 1,547 | $ 107 | ||
Revenue from collaboration agreement | $ 197 | $ 41 | 239 | $ 73 | |
Proctor & Gamble | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Revenue from collaboration agreement | $ 100 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Detail) - Related Party - Cellectis - Lease Guarantee - USD ($) | 1 Months Ended | |
Oct. 31, 2022 | Jun. 30, 2023 | |
Related Party Transaction [Line Items] | ||
Threshold amount in which the lease will terminate at the end of the second consecutive calendar year in which the Company’s tangible net worth exceeds | $ 300,000,000 | |
Threshold percentage of minimum ownership in outstanding common stock to enact indemnification agreement | 50% |
Uncategorized Items - cbus-2023
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-02 [Member] |