COVER PAGE
COVER PAGE - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 07, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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, $0.0001 par value per share | |
Trading Symbol | CBUS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001705843 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 23,088,529 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,112,516 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 30,021,000 | $ 32,699,000 |
Accounts receivable | 1,058,000 | 530,000 |
Prepaid expenses and other current assets | 2,020,000 | 1,991,000 |
Total current assets | 33,099,000 | 35,220,000 |
Property, plant, and equipment, net | 13,764,000 | 15,775,000 |
Operating lease right-of-use assets | 35,603,000 | 21,685,000 |
Intangible assets, net | 34,494,000 | 35,411,000 |
Goodwill | 434,898,000 | 434,898,000 |
Other non-current assets | 1,522,000 | 1,422,000 |
Total assets | 553,380,000 | 544,411,000 |
Current liabilities: | ||
Accounts payable | 6,196,000 | 6,127,000 |
Accrued expenses | 2,714,000 | 1,747,000 |
Accrued compensation | 3,682,000 | 3,858,000 |
Deferred revenue | 1,623,000 | 1,210,000 |
Current portion of notes payable | 404,000 | 833,000 |
Current portion of financing lease obligations | 105,000 | 187,000 |
Current portion of operating lease obligations | 3,862,000 | 5,927,000 |
Class A common stock warrants | 10,379,000 | 1,418,000 |
Other current liabilities | 7,000 | 16,000 |
Total current liabilities | 28,972,000 | 21,323,000 |
Notes payable, net of current portion | 365,000 | 536,000 |
Financing lease obligations, net of current portion | 119,000 | 113,000 |
Operating lease obligations, net of current portion | 32,824,000 | 17,025,000 |
Royalty liability - related parties | 182,330,000 | 165,252,000 |
Other non-current liabilities | 1,700,000 | 1,868,000 |
Total liabilities | 246,310,000 | 206,117,000 |
Commitments and contingencies (See Note 9) | ||
Redeemable noncontrolling interest | 36,572,000 | 44,824,000 |
Stockholders’ equity: | ||
Additional paid-in capital | 800,606,000 | 775,017,000 |
Class A common stock in treasury, at cost; 45,177 shares as of June 30, 2024, and 32,663 shares as of December 31, 2023 | (1,999,000) | (1,785,000) |
Accumulated deficit | (528,096,000) | (479,778,000) |
Accumulated other comprehensive income (loss) | (21,000) | 8,000 |
Total stockholders’ equity | 270,498,000 | 293,470,000 |
Total liabilities, redeemable noncontrolling interest, and stockholders’ equity | $ 553,380,000 | 544,411,000 |
Common stock, shares issued (in shares) | 26,642,205 | |
Common stock, shares outstanding (in shares) | 26,127,933 | |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock | $ 8,000 | $ 8,000 |
Common stock, shares issued (in shares) | 23,529,689 | 21,240,379 |
Common stock, shares outstanding (in shares) | 23,015,417 | 20,567,656 |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock | $ 0 | $ 0 |
Common stock, shares issued (in shares) | 3,112,516 | 3,142,636 |
Common stock, shares outstanding (in shares) | 3,112,516 | 3,142,636 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Common stock, shares authorized (in shares) | 300,000,000 | |
Common stock, shares issued (in shares) | 26,642,205 | |
Common stock, shares outstanding (in shares) | 26,127,933 | |
Treasury stock, shares (in shares) | 45,177 | 32,663 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 210,000,000 | 210,000,000 |
Common stock, shares issued (in shares) | 23,529,689 | 21,240,379 |
Common stock, shares outstanding (in shares) | 23,015,417 | 20,567,656 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 90,000,000 | 90,000,000 |
Common stock, shares issued (in shares) | 3,112,516 | 3,142,636 |
Common stock, shares outstanding (in shares) | 3,112,516 | 3,142,636 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue: | ||||
Total revenue | $ 838 | $ 197 | $ 1,383 | $ 239 |
Operating expenses: | ||||
Research and development | 12,993 | 8,429 | 25,006 | 10,638 |
Selling, general, and administrative | 9,327 | 11,079 | 16,312 | 13,375 |
Total operating expenses | 22,320 | 19,508 | 41,318 | 24,013 |
Loss from operations | (21,482) | (19,311) | (39,935) | (23,774) |
Royalty liability interest expense - related parties | (8,749) | (2,617) | (17,078) | (2,617) |
Other interest income, net | 169 | 99 | 362 | 78 |
Non-operating income, net | 1,580 | 1,320 | 1,211 | 410 |
Loss before income taxes | (28,482) | (20,509) | (55,440) | (25,903) |
Income tax benefit (expense) | 4 | 0 | (10) | 0 |
Net loss | (28,478) | (20,509) | (55,450) | (25,903) |
Net loss attributable to redeemable noncontrolling interest | (3,595) | (1,819) | (7,132) | (1,819) |
Net loss attributable to Cibus, Inc. | $ (24,883) | $ (18,690) | $ (48,318) | $ (24,084) |
Basic net loss per share of Class A common stock (in dollars per share) | $ (1.14) | $ (3.05) | $ (2.26) | $ (6.73) |
Diluted net loss per share of Class A common stock (in dollars per share) | $ (1.14) | $ (3.05) | $ (2.26) | $ (6.73) |
Weighted average shares of Class A common stock outstanding - basic (in shares) | 21,851,982 | 6,136,114 | 21,357,460 | 3,576,350 |
Weighted average shares of Class A common stock outstanding - diluted (in shares) | 21,851,982 | 6,136,114 | 21,357,460 | 3,576,350 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (28,478) | $ (20,509) | $ (55,450) | $ (25,903) |
Foreign currency translation adjustments | (5) | (2) | (33) | (2) |
Comprehensive loss | (28,483) | (20,511) | (55,483) | (25,905) |
Comprehensive loss attributable to redeemable noncontrolling interest | (3,596) | (1,819) | (7,136) | (1,819) |
Comprehensive loss attributable to Cibus, Inc. | $ (24,887) | $ (18,692) | $ (48,347) | $ (24,086) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | At-The-Market Offering | Registered Direct Offering | Class A Common Stock | Class B Common Stock | Common Stock Class A Common Stock | Common Stock Class A Common Stock At-The-Market Offering | Common Stock Class A Common Stock Registered Direct Offering | Common Stock Class B Common Stock | Additional Paid-In Capital | Additional Paid-In Capital At-The-Market Offering | Additional Paid-In Capital Registered Direct Offering | Shares in Treasury | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
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 | |||||||||||||
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 | ||||||||||||||
Payment of taxes related to vested restricted stock units and shares withheld for net share settlement (in shares) | (32,647) | ||||||||||||||
Payment of taxes related to vested restricted stock units and 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 | 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 | $ 0 | 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 | ||||||||||||||
Payment of taxes related to vested restricted stock units and shares withheld for net share settlement (in shares) | (32,647) | ||||||||||||||
Payment of taxes related to vested restricted stock units and 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 | 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 Dec. 31, 2023 | 44,824 | ||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||
Net loss | (7,132) | ||||||||||||||
Change in value of redeemable noncontrolling interest | (1,116) | ||||||||||||||
Foreign currency translation adjustments | (4) | ||||||||||||||
Ending balance at Jun. 30, 2024 | 36,572 | ||||||||||||||
Beginning balance (in shares) at Dec. 31, 2023 | 20,567,656 | 3,142,636 | 20,567,656 | 3,142,636 | |||||||||||
Beginning balance at Dec. 31, 2023 | 293,470 | $ 8 | $ 0 | 775,017 | (1,785) | (479,778) | 8 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | (48,318) | (48,318) | |||||||||||||
Stock-based compensation | 5,343 | 5,343 | |||||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units (in shares) | 204,789 | ||||||||||||||
Issuance of common stock from the ATM facility, net of offering expenses and registered direct offering, net (in shares) | 927,326 | 1,298,040 | |||||||||||||
Issuance of common stock from the ATM facility, net of offering expenses and registered direct offering, net | $ 16,492 | $ 2,638 | $ 16,492 | $ 2,638 | |||||||||||
Payment of taxes related to vested restricted stock units and shares withheld for net share settlement (in shares) | (12,514) | ||||||||||||||
Payment of taxes related to vested restricted stock units and shares withheld for net share settlement | (214) | (214) | |||||||||||||
Change in value of redeemable noncontrolling interest including issuance of common stock upon exchange of common units (in shares) | 30,120 | (30,120) | |||||||||||||
Change in value of redeemable noncontrolling interest including issuance of common stock upon exchange of common units | 1,116 | 1,116 | |||||||||||||
Foreign currency translation adjustments | $ (29) | (29) | |||||||||||||
Ending balance (in shares) at Jun. 30, 2024 | 26,127,933 | 23,015,417 | 3,112,516 | 23,015,417 | 3,112,516 | ||||||||||
Ending balance at Jun. 30, 2024 | $ 270,498 | $ 8 | $ 0 | 800,606 | (1,999) | (528,096) | (21) | ||||||||
Beginning balance at Mar. 31, 2024 | 41,610 | ||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||
Net loss | (3,595) | ||||||||||||||
Change in value of redeemable noncontrolling interest | (1,442) | ||||||||||||||
Foreign currency translation adjustments | (1) | ||||||||||||||
Ending balance at Jun. 30, 2024 | 36,572 | ||||||||||||||
Beginning balance (in shares) at Mar. 31, 2024 | 21,014,970 | 3,142,636 | |||||||||||||
Beginning balance at Mar. 31, 2024 | 278,217 | $ 8 | $ 0 | 783,351 | (1,912) | (503,213) | (17) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | (24,883) | (24,883) | |||||||||||||
Stock-based compensation | 2,815 | 2,815 | |||||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units (in shares) | 107,516 | ||||||||||||||
Issuance of common stock from the ATM facility, net of offering expenses and registered direct offering, net (in shares) | 570,849 | (1,298,040) | |||||||||||||
Issuance of common stock from the ATM facility, net of offering expenses and registered direct offering, net | $ 10,360 | $ (2,638) | $ 10,360 | $ (2,638) | |||||||||||
Payment of taxes related to vested restricted stock units and shares withheld for net share settlement (in shares) | (6,078) | ||||||||||||||
Payment of taxes related to vested restricted stock units and shares withheld for net share settlement | (87) | (87) | |||||||||||||
Change in value of redeemable noncontrolling interest including issuance of common stock upon exchange of common units | 1,442 | 1,442 | |||||||||||||
Foreign currency translation adjustments | $ (4) | (4) | |||||||||||||
Ending balance (in shares) at Jun. 30, 2024 | 26,127,933 | 23,015,417 | 3,112,516 | 23,015,417 | 3,112,516 | ||||||||||
Ending balance at Jun. 30, 2024 | $ 270,498 | $ 8 | $ 0 | $ 800,606 | $ (1,999) | $ (528,096) | $ (21) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Operating activities | ||
Net loss | $ (55,450) | $ (25,903) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Royalty liability interest expense - related parties | 17,078 | 2,617 |
Depreciation and amortization | 3,554 | 1,191 |
Stock-based compensation | 5,343 | 5,842 |
Change in fair value of liability classified Class A common stock warrants | (1,190) | 371 |
Other | (28) | 0 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (528) | 1,377 |
Due to/from related parties | 0 | (95) |
Prepaid expenses and other current assets | (30) | 47 |
Accounts payable | (24) | (2,270) |
Accrued expenses | 1,026 | 1,296 |
Accrued compensation | (170) | 1,411 |
Deferred revenue | 410 | 251 |
Right-of-use assets and lease obligations, net | (184) | 49 |
Other assets and liabilities, net | (335) | (303) |
Net cash used by operating activities | (30,528) | (14,119) |
Investing activities | ||
Cash acquired from merger with Cibus Global, LLC | 0 | 59,381 |
Purchases of property, plant, and equipment | (397) | (560) |
Net cash (used by) provided by investing activities | (397) | 58,821 |
Financing activities | ||
Proceeds from issuances of securities | 30,256 | 0 |
Costs incurred related to issuances of securities | (1,130) | 0 |
Proceeds from draws on revolving line of credit from Cibus Global, LLC | 0 | 2,500 |
Payment of taxes related to vested restricted stock units | (214) | (742) |
Proceeds from issuance of notes payable | 0 | 1,287 |
Repayments of financing lease obligations | (60) | (110) |
Repayments of notes payable | (600) | (273) |
Net cash provided by financing activities | 28,252 | 2,662 |
Effect of exchange rate changes on cash and cash equivalents | (5) | 5 |
Net (decrease) increase in cash and cash equivalents | (2,678) | 47,369 |
Cash and cash equivalents – beginning of period | 32,699 | 3,526 |
Cash and cash equivalents – end of period | $ 30,021 | $ 50,895 |
NATURE OF BUSINESS & SUMMARY OF
NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The unaudited condensed consolidated financial statements of Cibus, Inc. (Cibus or the Company and, prior to the completion of the Merger Transactions (as defined below), Calyxt, Inc., or Legacy Calyxt) have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP or GAAP) for interim financial information and the rules and regulations of the Securities and Exchange Commission (SEC) applicable to interim financial statements and has included the accounts of Cibus, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In the Company’s opinion, the accompanying condensed consolidated financial statements reflect all adjustments necessary for a fair 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. ended December 31, 2023, filed with the SEC on March 21, 2024 (Annual Report). The accompanying condensed consolidated balance sheet as of December 31, 2023, 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. Nature of Business and Organization Cibus, Inc. completed the Merger Transactions (as defined below under “—Completion of 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 September 11, 2008. Completion of Merger Transactions The Amended Certificate of Incorporation designates two classes of the Company’s common stock: (i) Class A Common Stock, par value $0.0001 per share (the Class A Common Stock), which shares have full voting and economic rights, and (ii) Class B Common Stock, par value $0.0001 per share (the Class B Common Stock), which shares have full voting, but no economic rights. 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. At the closing of the Merger Transactions, the Company contributed all of its assets and liabilities to Cibus Global, in exchange for common units of Cibus Global (Common Units). The Company issued an aggregate of 16,527,484 shares of Class A Common Stock (including 1,019,282 shares of restricted Class A Common Stock) and 4,642,636 shares of Class B Common Stock to Cibus Global equityholders, as consideration in the Merger Transactions, pursuant to the terms of the Merger Agreement. Upon closing, Legacy Calyxt stockholders held approximately 4.8 percent of the issued and outstanding common stock of the Company and legacy holders of membership units of Cibus Global (including profits interest units and warrants) held approximately 95.2 percent of the issued and outstanding common stock of the Company. agricultural gene editing technology. 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 up to 310,000,000 shares, consisting of (i) up to 300,000,000 shares of common stock, par value $0.0001 per share, divided into (A) up to 210,000,000 shares of Class A Common Stock and (B) up to 90,000,000 shares of Class B Common Stock and (ii) up to 10,000,000 shares of preferred stock, par value $0.0001 per share. Unless otherwise noted, all share and per share amounts in these financial statements 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 23,529,689 3,112,516 26,642,205 Outstanding 23,015,417 3,112,516 26,127,933 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 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 unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. 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. Management will need to raise additional capital to support its business plans to continue as a going concern within one year after the date that these financial statements are issued. In the fourth quarter of 2023, the Company instituted cost reduction initiatives designed to preserve capital resources for the advancement of its priority objectives. Such initiatives included reductions in capital expenditures, streamlining of independent contractor utilization and cost management, reduced and prioritized spending on business travel, careful management of contract approvals to ensure they align with priority objectives, and prioritization of near-term payment obligations. However, these cost reduction initiatives alone will not be sufficient to forestall a cash deficit. If the Company is unable to raise additional capital in a sufficient amount or on acceptable terms, the Company may have to implement additional, more stringent cost reduction measures to manage liquidity, and the Company may have to significantly delay, scale back, or cease operations, in part or in full. If the Company raises additional funds through the issuance of additional debt or equity securities, including as part of a strategic alternative, it could result in substantial dilution to its existing stockholders and increased fixed payment obligations, and these securities may have rights senior to those of the Company’s shares of common stock. These factors raise substantial doubt about the Company's ability to continue as a going concern for at least one year from the date of issuance of these financial statements. Any of these events could significantly 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 condensed 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 Contract Assets and Liabilities Contract assets primarily include amounts related to contractual rights to consideration for completed performance not yet invoiced. The Company recognized $0.2 million in contract assets as of June 30, 2024, which are included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets. There were $0.2 million in contract assets as of December 31, 2023. The Company records contract liabilities when cash payments are received or due in advance of performance, primarily related to advances of upfront and milestone payments from contract research and collaboration agreements. Contract liabilities consist of deferred revenue on the accompanying condensed consolidated balance sheets. The Company expects to recognize the amounts included in deferred revenues within one year. In Thousands Deferred Revenue Balance as of December 31, 2023 $ 1,210 Consideration earned (1,383) Consideration received 1,796 Balance as of June 30, 2024 $ 1,623 For the six months ended June 30, 2024, $0.6 million of the deferred revenue balance as of December 31, 2023, was recognized as revenue in the accompanying condensed consolidated statements of operations. 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, was recognized as revenue in the accompanying condensed consolidated statements of operations. Royalty Liability – Related Parties The royalty liability - related parties (Royalty Liability) calculation is based on the Company’s current estimates of future Subject Revenues (as defined in Note 10) collected by the Company from customers and, in turn, expected Royalty Payments (as defined in Note 10) based on these Subject Revenues to be paid to Royalty Holders (as defined in Note 10) over the life of the arrangement based on 10 percent of the actual Subject Revenues collected. The Warrant Exchange Agreement (as defined in Note 10) is on a cash basis meaning that all Royalty Payments to Royalty Holders in a given period are based on cash actually collected by the Company for Subject Revenues in that period. The Company will periodically reassess the estimated future Royalty Payments using internal projections and external sources. If the amount or timing of these payments significantly deviates from the original estimates, an adjustment will be recorded prospectively as an increase or decrease to interest expense. Fluctuations in the Royalty Liability balance, resulting from changes in Cibus' business model and anticipated Subject Revenues, may cause fluctuations in the Company’s earnings. Estimates of total future Subject Revenues to be collected from customers are inherently uncertain. Such estimates are impacted by management’s estimate of the number of total acres for various geographies on which seeds with each Cibus trait will be planted, which is based on industry sources or references regarding the need for a specific trait in specific crops and geographies, taking into account assumptions about competition, trait relevance, switching costs and adoption timeframes, and various other factors. Such estimates are also impacted by management’s assumptions regarding the potential per acre fees that the Company may receive in respect of applicable traits, taking into account available market information regarding competitors’ current trait fees as well as assumptions regarding competition, trait relevance and trait value in specific geographies and potential savings to farmers, switching costs, and various other factors. See Note 10 for further details. Stock-Based Compensation The valuation of stock options is a critical accounting estimate that requires the use of judgments and assumptions that are likely to have a material impact on the Company’s condensed consolidated financial statements. The Company generally measures the fair value of employee and nonemployee stock-based awards on their grant date and records compensation expense on a straight-line basis over the related service period of the award, which is generally the vesting period. 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 generally measures compensation expense for grants of restricted stock units and restricted stock awards using the Company’s share price on the date of grant. The Company may use a Monte Carlo simulation pricing model when estimating the fair values of performance stock units (PSUs), which requires the Company to make predictive assumptions. The Company estimates fair values and accounts for employee and nonemployee awards in a similar manner. Net Loss Per Share of Class A Common Stock Weighted average shares of Class A Common Stock outstanding excludes unvested Class A Common Stock, which will be treated as outstanding for financial statement presentation purposes only after such awards have vested and, therefore, have ceased to be subject to a risk of forfeiture. Accordingly, unvested shares of Class A Restricted Stock are excluded from the calculation of net loss per share of Class A Common Stock. See Note 6 for a detailed discussion of the 2023 Pre-Funded Warrants issued in December 2023. The 2023 Pre-Funded Warrants remain outstanding and exercisable, subject to an ownership limitation, as of June 30, 2024. T he 2023 Pre-Funded Warrants are considered equity instruments and are reported in stockholders’ equity in the Company’s condensed consolidated balance sheets. The weighted average shares of Class A Common Stock outstanding includes the shares issuable upon exercise of the 2023 Pre-Funded Warrants and are included in the determination of the Company’s basic and diluted net loss per share of Class A Common Stock. Three Months Ended June 30, Six Months Ended June 30, In Thousands, Except Share and Per Share Amounts 2024 2023 2024 2023 Numerator: Net loss attributable to Cibus, Inc. $ (24,883) $ (18,690) $ (48,318) $ (24,084) Denominator: Weighted average shares of Class A common stock outstanding 21,801,982 6,136,114 21,307,460 3,576,350 Effect of pre-funded warrants 50,000 — 50,000 — Weighted average shares of Class A common stock outstanding – basic and diluted 21,851,982 6,136,114 21,357,460 3,576,350 Basic and diluted net loss per share of Class A common stock $ (1.14) $ (3.05) $ (2.26) $ (6.73) and, together with the 2022 Common Warrants, the Common Warrants ), unvested restricted stock units, unvested restricted stock awards, and options to purchase Class A Common Stock, have been excluded from the computation of diluted net loss per share of Class A Common Stock as the effect would be antidilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share of Class A Common Stock is the same. The following potential dilutive securities, presented on an as converted basis, were excluded from the calculation of net loss per share of Class A Common Stock due to their antidilutive effect: As of June 30, 2024 2023 Stock options outstanding 150,899 109,551 Unvested restricted stock units 115,541 101 Unvested restricted stock awards 469,095 1,001,644 Common warrants 1,456,523 158,483 Total 2,192,058 1,269,779 2022 Common Warrants The Common Warrants in the table above include 158,483 outstanding 2022 Common Warrants which 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 2022 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 2022 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 2022 Common Warrant, holder may elect to receive either the consideration of the Fundamental Transaction or put the 2022 Common Warrants back to the Company in exchange for cash, based on terms and timing specified in the 2022 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 2022 Common Warrants. The Company believes that the Merger Transactions did not qualify as a Fundamental Transaction. 2024 Common Warrant s outstanding 2024 Common Warrants which are immediately exercisable at an exercise price of $10.00 per share (or $10.07 per share, in the case of 2024 Common Warrants issued to one of the Company’s executive officers) until fully exercised, subject to ownership limitations, and expire five years after their date of issuance. The 2024 Common Warrants are recorded as a liability in the Company’s condensed consolidated balance sheets. Common Warrants 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, net in its condensed consolidated statements of operations. Recently Issued Accounting Pronouncements From time-to-time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective are not expected to have a material impact on the Company’s financial position, results of operations, or cash flows upon adoption. ASU 2023-09 . In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, requiring public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are also required to apply the disclosure requirements. The standard is effective for annual reporting periods beginning after December 15, 2023, and for interim reporting periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07. |
MERGER WITH CIBUS GLOBAL
MERGER WITH CIBUS GLOBAL | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
MERGER WITH CIBUS GLOBAL | MERGER WITH CIBUS GLOBAL As 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), each 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 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 are 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. The following table sets forth the allocation of the consideration: In Thousands May 31, 2023 Cash and cash equivalents $ 59,381 Accounts receivable 2,216 Due from related parties 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 average useful lives, were as follows: In Thousands, except useful life May 31, 2023 Weighted Average Amortization (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 finite-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. During 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 condensed consolidated statements of operations. Additionally, during 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 condensed consolidated statements of operations. The unaudited pro forma 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 Six Months Ended Unaudited and in Thousands June 30, 2023 June 30, 2023 Pro forma revenues $ 443 $ 679 Pro forma net loss (31,026) (53,946) Pro forma net loss attributable to controlling interest (27,352) (46,280) Pro forma net loss attributable to redeemable noncontrolling interest $ (3,674) $ (7,666) 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. During the six months ended June 30, 2024, there were 30,120 Up-C Units exchanged by Electing Members for shares of Class A Common Stock. As of June 30, 2024, 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 has been recorded as of June 30, 2024. |
FINANCIAL INSTRUMENTS MEASURED
FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024, and December 31, 2023, were as follows: June 30, 2024 December 31, 2023 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) $ 1,043 $ — $ — $ 1,043 $ 7,015 $ — $ — $ 7,015 Total $ 1,043 $ — $ — $ 1,043 $ 7,015 $ — $ — $ 7,015 June 30, 2024 December 31, 2023 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 $ — $ — $ 10,379 $ 10,379 $ — $ — $ 1,418 $ 1,418 Total $ — $ — $ 10,379 $ 10,379 $ — $ — $ 1,418 $ 1,418 In Thousands Level 3 Fair Value of Liabilities Balance as of December 31, 2023 $ 1,418 Issued 10,151 Change in fair value (1,190) Balance as of June 30, 2024 $ 10,379 In Thousands Level 3 Fair Value of Liabilities Balance as of December 31, 2022 $ 291 Change in fair value 371 Balance as of June 30, 2023 $ 662 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, 2024 As of December 31, 2023 Estimated fair value of common warrants per share $3.16 - $7.61 $ 8.95 Assumptions: Risk-free interest rate 4.3% - 4.5% 3.9 % Expected volatility 103.1% - 105.5% 100.7 % Expected term to liquidation (in years) 3.2 - 5.0 3.6 As of June 30, 2024, the Company had no other financial instruments measured at fair value. Concentrations of Credit Risk |
PROPERTY, PLANT, AND EQUIPMENT,
PROPERTY, PLANT, AND EQUIPMENT, NET | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 As of December 31, 2023 Property, plant, and equipment, net: Buildings 10 - 20 $ 900 $ 900 Leasehold improvements shorter of lease term or - 15 4,029 3,912 Office furniture and equipment 5 - 10 15,556 15,102 Office furniture and equipment under financing leases 3 - 7 3 373 Computer equipment and software 3 - 5 4,207 3,761 Assets in progress N/A 623 704 Total property, plant, and equipment 25,318 24,752 Less accumulated depreciation and amortization (11,554) (8,977) Total $ 13,764 $ 15,775 Three Months Ended June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Depreciation and amortization expense $ 1,274 $ 571 $ 2,583 $ 983 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2024 | |
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 (of which $150.4 million was impaired in the fourth quarter of 2023). 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 Intangible assets were as follows: In Thousands As of June 30, 2024 As of December 31, 2023 Intangible Assets, net: Developed technology $ 14,148 $ 14,148 Trade name 22,230 22,230 Other 150 150 Total intangible assets 36,528 36,528 Less accumulated amortization (2,034) (1,117) Total $ 34,494 $ 35,411 Total amortization expense is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Amortization expense $ 459 $ 155 $ 917 $ 208 In Thousands Amortization Expense Remainder of 2024 $ 916 2025 $ 1,833 2026 $ 1,833 2027 $ 1,833 2028 $ 1,833 2029 $ 1,833 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Common Warrants December 2023 Equity Follow-On Offering to an ownership limitation. The Company received net proceeds of approximately $18.6 million, after deducting the underwriting discounts and commissions and other offering expenses payable by the Company. , and the shares issuable upon exercise are included in the determination of the Company’s basic and diluted net loss per share of Class A Common Stock. June 2024 Registered Direct Offering fifteen Pre-Funded Warrants Weighted Average Exercise Price Per Share Common Warrants Weighted Average Exercise Price Per Share Outstanding as of December 31, 2023 50,000 $ 0.01 158,483 $ 69.04 Issued — — 1,298,040 10.01 Forfeited/canceled — — — — Exercised — — — — Outstanding as of June 30, 2024 50,000 $ 0.01 1,456,523 $ 16.43 Exercisable as of June 30, 2024 50,000 $ 0.01 1,456,523 $ 16.43 ATM Facility During the six months ended June 30, 2024, the Company issued 927,326 shares of Class A Common Stock and received net proceeds of approximately $16.5 million from the ATM Facility. Subsequently, from July 1, 2024, through August 7, 2024, the Company issued 47,401 shares of Class A Common Stock and has received net proceeds of approximately $0.5 million from the ATM Facility. 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 the Company's 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 redeemable noncontrolling interest. During the six months ended June 30, 2024, there were 30,120 Up-C Units exchanged by Electing Members for Class A Common Stock. As of June 30, 2024, there were 26,127,933 Cibus Common Units outstanding. Of the 26,127,933 Cibus Common Units outstanding, 23,015,417 are held by Cibus Inc. and 3,112,516 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, 2024, the Company has not issued any preferred stock. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2024 | |
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, the Company's largest shareholder and former parent company prior to the completion of the Merger Transactions. 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, restricted stock units (RSUs), performance stock units (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. 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, 2024 2023 Estimated fair values of stock options granted $ 11.59 $ — Assumptions: Risk-free interest rate 4.5 % — % Expected volatility 99.8% - 102.5% — % Expected term (in years) 5.0 - 5.5 — three 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, 2023 108,781 $ 365.07 109,521 $ 367.35 Granted — — 41,396 14.82 Vested 18,598 26.55 — — Exercised — — — — Forfeited — — (18) 227.00 Balance as of June 30, 2024 127,379 $ 315.64 150,899 $ 270.66 Stock-based compensation expense related to stock option awards is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Stock-based compensation expense $ 249 $ 1,441 $ 268 $ 1,795 As of June 30, 2024, options outstanding had no aggregate intrinsic value and a weighted average remaining contractual term of 4.9 years. As of June 30, 2024, options exercisable had no aggregate intrinsic value and a weighted average remaining contractual term of 3.9 years. As of June 30, 2024, unrecognized compensation expense related to non-vested stock options was $0.3 million which has a weighted average remaining recognition period of 0.9 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 RSAs 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. Restricted Stock Awards Weighted Average Grant Date Fair Value Unvested balance as of December 31, 2023 640,060 $ 31.50 Granted — — Vested (168,313) 31.50 Forfeited (2,652) 31.50 Unvested balance as of June 30, 2024 469,095 $ 31.50 The total fair value of RSAs that vested is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Fair value of shares vested $ 1,255 $ 181 $ 2,719 $ 181 There were no RSAs granted during the six months ended June 30, 2024. The weighted average grant date fair value of RSAs granted during the six months ended June 30, 2023, was $31.50 . Three Months Ended June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Stock-based compensation expense $ 2,410 $ 1,924 $ 4,856 $ 1,924 As of June 30, 2024, unrecognized compensation expense related to RSAs was $14.7 million which has a weighted average remaining recognition period of 2.0 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, 2023 147,222 $ 18.21 Granted 65,019 18.60 Vested (36,476) 18.46 Forfeited (60,224) 18.15 Unvested balance as of June 30, 2024 115,541 $ 18.38 The total fair value of RSUs that vested is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Fair value of shares vested $ 244 $ 1,892 $ 629 $ 2,034 The weighted average grant date fair value of RSUs granted during the six months ended June 30, 2024, was $18.60. The weighted average grant date fair value of RSUs granted during the six months ended June 30, 2023, was $21.68 . Three Months Ended June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Stock-based compensation expense $ 156 $ 2,082 $ 219 $ 2,393 As of June 30, 2024, unrecognized compensation expense related to RSUs was $2.0 million which has a weighted average remaining recognition period of 3.2 years. 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. Three Months Ended June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Fair value of shares vested $ — $ 929 $ — $ 1,005 June 30, 2024. The weighted average grant date fair value of PSUs granted during the six months ended June 30, 2023, was $25.65 . Three Months Ended June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Stock-based compensation benefit $ — $ (433) $ — $ (270) As of June 30, 2024, there is no unrecognized compensation expense related to PSUs. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The 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 condensed consolidated financial statements. |
LEASES, COMMITMENTS, AND CONTIN
LEASES, COMMITMENTS, AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
LEASES, COMMITMENTS, AND CONTINGENCIES | LEASES, COMMITMENTS, AND CONTINGENCIES Leases As of June 30, 2024 As of December 31, 2023 In Thousands, except remaining term Remaining Term (years) Right-of-Use-Asset Remaining Term (years) Right-of-Use-Asset Roseville, Minnesota lease 13.8 $ 12,857 14.3 $ 13,117 San Diego, California laboratory lease 1.2 2,407 1.7 3,377 San Diego, California headquarters lease 8.8 18,535 1.4 3,178 San Diego, California greenhouse lease 4.2 1,342 4.7 1,475 Other leases < 1.0 - 3.0 462 < 1.0 - 3.0 538 Total $ 35,603 $ 21,685 The Roseville, Minnesota lease includes four options to extend the lease for five years. These options to extend the lease are not recognized as part of the associated operating lease ROU assets and lease liabilities as it is not reasonably certain that the Company will exercise those options. The Company’s lease agreement does not include options to terminate the lease. extension term is not recognized in the calculation of the lease liability. The Company has one option to extend the trait development facility lease for one year. As the Company is not reasonably certain to exercise this option at lease commencement, the option was not recognized as part of the associated operating lease ROU asset or lease liability. The components of lease expense were as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Finance lease costs $ 56 $ 11 $ 115 $ 14 Operating lease costs 1,685 807 3,369 1,195 Total $ 1,741 $ 818 $ 3,484 $ 1,209 Operating lease costs for short-term leases was not material for the three and six months ended June 30, 2024, or 2023. Supplemental cash flow information related to leases was as follows: Six Months Ended June 30, In Thousands 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows (operating leases) $ 2,763 $ 551 Financing cash flows (finance leases) $ 60 $ 110 Supplemental balance sheet information related to leases was as follows: As of June 30, 2024 As of December 31, 2023 Operating Financing Operating Financing Weighted average remaining lease term (years) 10.3 1.3 10.6 1.3 Weighted average discount rate 7.5 % 10.6 % 7.5 % 9.8 % As of June 30, 2024, future minimum payments under operating and finance leases were as follows: In Thousands Operating Financing Total Remainder of 2024 $ 2,497 $ 120 $ 2,617 2025 5,433 120 5,553 2026 5,047 — 5,047 2027 5,045 — 5,045 2028 5,081 — 5,081 2029 4,905 — 4,905 Thereafter 25,316 — 25,316 53,324 240 53,564 Less: interest (16,638) (16) (16,654) Total $ 36,686 $ 224 $ 36,910 Current portion 3,862 105 3,967 Noncurrent portion $ 32,824 $ 119 $ 32,943 Cibus Non-Profit Foundation During 2022, Cibus Global created the Cibus Charitable Foundation, Inc., a nonprofit legal entity (the Cibus Non-Profit Foundation). As of June 30, 2024, the Cibus Non-Profit Foundation has not received any donations or commenced operations. The Company is obligated to make donations to the Cibus Non-Profit Foundation each fiscal year at a rate of 1.0 percent of all net royalty revenue in the applicable fiscal year that is equal to or greater than $100 million up to, and including, $1.0 billion, and then steps up to 2.0 percent in respect of any portion of such net royalty revenue in excess of $1.0 billion. For purposes of this calculation, net royalty revenue refers to all royalty payments received by the Company, net of all taxes (other than income taxes) and all amounts payable pursuant to the Royalty Liability. The donation payable by the Company may be reduced, including to zero, to the extent necessary to comply with any covenant or obligation in any instrument evidencing third party indebtedness, to permit a financing to occur, to preclude undercapitalization, to satisfy working capital requirements or provide for strategic needs of the Company, to ensure timely payment of the Company's liabilities and debts to third parties as they become due, or to comply with applicable law. The Company has agreed not to enter any change of control transaction unless the surviving entity assumes the obligation to pay such donations to the Cibus Non-Profit Foundation. |
LEASES, COMMITMENTS, AND CONTINGENCIES | LEASES, COMMITMENTS, AND CONTINGENCIES Leases As of June 30, 2024 As of December 31, 2023 In Thousands, except remaining term Remaining Term (years) Right-of-Use-Asset Remaining Term (years) Right-of-Use-Asset Roseville, Minnesota lease 13.8 $ 12,857 14.3 $ 13,117 San Diego, California laboratory lease 1.2 2,407 1.7 3,377 San Diego, California headquarters lease 8.8 18,535 1.4 3,178 San Diego, California greenhouse lease 4.2 1,342 4.7 1,475 Other leases < 1.0 - 3.0 462 < 1.0 - 3.0 538 Total $ 35,603 $ 21,685 The Roseville, Minnesota lease includes four options to extend the lease for five years. These options to extend the lease are not recognized as part of the associated operating lease ROU assets and lease liabilities as it is not reasonably certain that the Company will exercise those options. The Company’s lease agreement does not include options to terminate the lease. extension term is not recognized in the calculation of the lease liability. The Company has one option to extend the trait development facility lease for one year. As the Company is not reasonably certain to exercise this option at lease commencement, the option was not recognized as part of the associated operating lease ROU asset or lease liability. The components of lease expense were as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Finance lease costs $ 56 $ 11 $ 115 $ 14 Operating lease costs 1,685 807 3,369 1,195 Total $ 1,741 $ 818 $ 3,484 $ 1,209 Operating lease costs for short-term leases was not material for the three and six months ended June 30, 2024, or 2023. Supplemental cash flow information related to leases was as follows: Six Months Ended June 30, In Thousands 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows (operating leases) $ 2,763 $ 551 Financing cash flows (finance leases) $ 60 $ 110 Supplemental balance sheet information related to leases was as follows: As of June 30, 2024 As of December 31, 2023 Operating Financing Operating Financing Weighted average remaining lease term (years) 10.3 1.3 10.6 1.3 Weighted average discount rate 7.5 % 10.6 % 7.5 % 9.8 % As of June 30, 2024, future minimum payments under operating and finance leases were as follows: In Thousands Operating Financing Total Remainder of 2024 $ 2,497 $ 120 $ 2,617 2025 5,433 120 5,553 2026 5,047 — 5,047 2027 5,045 — 5,045 2028 5,081 — 5,081 2029 4,905 — 4,905 Thereafter 25,316 — 25,316 53,324 240 53,564 Less: interest (16,638) (16) (16,654) Total $ 36,686 $ 224 $ 36,910 Current portion 3,862 105 3,967 Noncurrent portion $ 32,824 $ 119 $ 32,943 Cibus Non-Profit Foundation During 2022, Cibus Global created the Cibus Charitable Foundation, Inc., a nonprofit legal entity (the Cibus Non-Profit Foundation). As of June 30, 2024, the Cibus Non-Profit Foundation has not received any donations or commenced operations. The Company is obligated to make donations to the Cibus Non-Profit Foundation each fiscal year at a rate of 1.0 percent of all net royalty revenue in the applicable fiscal year that is equal to or greater than $100 million up to, and including, $1.0 billion, and then steps up to 2.0 percent in respect of any portion of such net royalty revenue in excess of $1.0 billion. For purposes of this calculation, net royalty revenue refers to all royalty payments received by the Company, net of all taxes (other than income taxes) and all amounts payable pursuant to the Royalty Liability. The donation payable by the Company may be reduced, including to zero, to the extent necessary to comply with any covenant or obligation in any instrument evidencing third party indebtedness, to permit a financing to occur, to preclude undercapitalization, to satisfy working capital requirements or provide for strategic needs of the Company, to ensure timely payment of the Company's liabilities and debts to third parties as they become due, or to comply with applicable law. The Company has agreed not to enter any change of control transaction unless the surviving entity assumes the obligation to pay such donations to the Cibus Non-Profit Foundation. |
LEASES, COMMITMENTS, AND CONTINGENCIES | LEASES, COMMITMENTS, AND CONTINGENCIES Leases As of June 30, 2024 As of December 31, 2023 In Thousands, except remaining term Remaining Term (years) Right-of-Use-Asset Remaining Term (years) Right-of-Use-Asset Roseville, Minnesota lease 13.8 $ 12,857 14.3 $ 13,117 San Diego, California laboratory lease 1.2 2,407 1.7 3,377 San Diego, California headquarters lease 8.8 18,535 1.4 3,178 San Diego, California greenhouse lease 4.2 1,342 4.7 1,475 Other leases < 1.0 - 3.0 462 < 1.0 - 3.0 538 Total $ 35,603 $ 21,685 The Roseville, Minnesota lease includes four options to extend the lease for five years. These options to extend the lease are not recognized as part of the associated operating lease ROU assets and lease liabilities as it is not reasonably certain that the Company will exercise those options. The Company’s lease agreement does not include options to terminate the lease. extension term is not recognized in the calculation of the lease liability. The Company has one option to extend the trait development facility lease for one year. As the Company is not reasonably certain to exercise this option at lease commencement, the option was not recognized as part of the associated operating lease ROU asset or lease liability. The components of lease expense were as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Finance lease costs $ 56 $ 11 $ 115 $ 14 Operating lease costs 1,685 807 3,369 1,195 Total $ 1,741 $ 818 $ 3,484 $ 1,209 Operating lease costs for short-term leases was not material for the three and six months ended June 30, 2024, or 2023. Supplemental cash flow information related to leases was as follows: Six Months Ended June 30, In Thousands 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows (operating leases) $ 2,763 $ 551 Financing cash flows (finance leases) $ 60 $ 110 Supplemental balance sheet information related to leases was as follows: As of June 30, 2024 As of December 31, 2023 Operating Financing Operating Financing Weighted average remaining lease term (years) 10.3 1.3 10.6 1.3 Weighted average discount rate 7.5 % 10.6 % 7.5 % 9.8 % As of June 30, 2024, future minimum payments under operating and finance leases were as follows: In Thousands Operating Financing Total Remainder of 2024 $ 2,497 $ 120 $ 2,617 2025 5,433 120 5,553 2026 5,047 — 5,047 2027 5,045 — 5,045 2028 5,081 — 5,081 2029 4,905 — 4,905 Thereafter 25,316 — 25,316 53,324 240 53,564 Less: interest (16,638) (16) (16,654) Total $ 36,686 $ 224 $ 36,910 Current portion 3,862 105 3,967 Noncurrent portion $ 32,824 $ 119 $ 32,943 Cibus Non-Profit Foundation During 2022, Cibus Global created the Cibus Charitable Foundation, Inc., a nonprofit legal entity (the Cibus Non-Profit Foundation). As of June 30, 2024, the Cibus Non-Profit Foundation has not received any donations or commenced operations. The Company is obligated to make donations to the Cibus Non-Profit Foundation each fiscal year at a rate of 1.0 percent of all net royalty revenue in the applicable fiscal year that is equal to or greater than $100 million up to, and including, $1.0 billion, and then steps up to 2.0 percent in respect of any portion of such net royalty revenue in excess of $1.0 billion. For purposes of this calculation, net royalty revenue refers to all royalty payments received by the Company, net of all taxes (other than income taxes) and all amounts payable pursuant to the Royalty Liability. The donation payable by the Company may be reduced, including to zero, to the extent necessary to comply with any covenant or obligation in any instrument evidencing third party indebtedness, to permit a financing to occur, to preclude undercapitalization, to satisfy working capital requirements or provide for strategic needs of the Company, to ensure timely payment of the Company's liabilities and debts to third parties as they become due, or to comply with applicable law. The Company has agreed not to enter any change of control transaction unless the surviving entity assumes the obligation to pay such donations to the Cibus Non-Profit Foundation. |
ROYALTY LIABILITY - RELATED PAR
ROYALTY LIABILITY - RELATED PARTIES | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
ROYALTY LIABILITY - RELATED PARTIES | ROYALTY LIABILITY - RELATED PARTIES RTDS or oligonucleotide directed mutagenesis technology applied in plants, biologicals, animals, and humans, as well as improvements related to such products or technology. Subject Revenues exclude revenues attributable to certain Nucelis product lines (certain applications in microorganisms), amounts received from the sale or disposition of the Company’s assets to the extent the purchaser agrees to be bound by the Warrant Exchange Agreement, fair market value payments for Cibus Global capital stock, and revenues attributable to collaboration and research projects. Royalty Payments are contingent because they are based upon the actual cash amounts constituting Subject Revenues that are collected from the Company’s customers. , the Royalty Liability reflected an effective yield of 21.7 percent. In Thousands Royalty Liability - Related Parties Balance as of December 31, 2023 $ 165,252 Interest expense recognized 17,078 Balance as of June 30, 2024 $ 182,330 Cellectis, the Company's largest shareholder prior to the completion of the Merger Transactions, has guaranteed the lease agreement for the Company’s Roseville, Minnesota facility. Cellectis’ guarantee of the Company’s obligations under the lease will terminate at the end of the second consecutive calendar year in which the Company’s tangible net worth exceeds $300 million. The Company agreed to indemnify Cellectis for any obligations incurred by Cellectis under its guaranty of the obligations under the lease, effective upon Cellectis’ ownership falling to 50 percent or less of the Company’s outstanding common stock. This indemnification obligation was triggered in October 2022. |
SUPPLEMENTAL INFORMATION
SUPPLEMENTAL INFORMATION | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUPPLEMENTAL INFORMATION | SUPPLEMENTAL INFORMATION Certain condensed consolidated statement of operations amounts were as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Stock-based compensation expense: Research and development $ 779 $ 2,494 $ 1,660 $ 2,678 Selling, general, and administrative 2,036 2,520 3,683 3,164 Total $ 2,815 $ 5,014 $ 5,343 $ 5,842 Supplemental condensed consolidated statement of cash flows information is as follows: Six Months Ended June 30, In Thousands 2024 2023 Interest paid $ 69 $ 21 Non-cash transactions not reported in the condensed consolidated statements of cash flows is as follows: Six Months Ended June 30, In Thousands 2024 2023 Property, plant, and equipment acquired through assuming liabilities $ 276 $ 307 Unpaid stock offering costs included in stockholders’ equity $ 12 $ — Shares issued for consideration in the merger with Cibus Global $ — $ 634,751 Forgiveness of interim funding resulting from merger with Cibus Global $ — $ 2,500 Establishment of operating lease right-of-use assets and associated operating lease liabilities $ 16,491 $ 28 |
COLLABORATION AGREEMENT
COLLABORATION AGREEMENT | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
COLLABORATION AGREEMENT | COLLABORATION AGREEMENT Prior 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, 2024, the Company had $1.6 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. Three Months Ended June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Collaboration agreement deferred revenue recognized $ 619 $ 87 $ 791 $ 87 |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | ROYALTY LIABILITY - RELATED PARTIES RTDS or oligonucleotide directed mutagenesis technology applied in plants, biologicals, animals, and humans, as well as improvements related to such products or technology. Subject Revenues exclude revenues attributable to certain Nucelis product lines (certain applications in microorganisms), amounts received from the sale or disposition of the Company’s assets to the extent the purchaser agrees to be bound by the Warrant Exchange Agreement, fair market value payments for Cibus Global capital stock, and revenues attributable to collaboration and research projects. Royalty Payments are contingent because they are based upon the actual cash amounts constituting Subject Revenues that are collected from the Company’s customers. , the Royalty Liability reflected an effective yield of 21.7 percent. In Thousands Royalty Liability - Related Parties Balance as of December 31, 2023 $ 165,252 Interest expense recognized 17,078 Balance as of June 30, 2024 $ 182,330 Cellectis, the Company's largest shareholder prior to the completion of the Merger Transactions, has guaranteed the lease agreement for the Company’s Roseville, Minnesota facility. Cellectis’ guarantee of the Company’s obligations under the lease will terminate at the end of the second consecutive calendar year in which the Company’s tangible net worth exceeds $300 million. The Company agreed to indemnify Cellectis for any obligations incurred by Cellectis under its guaranty of the obligations under the lease, effective upon Cellectis’ ownership falling to 50 percent or less of the Company’s outstanding common stock. This indemnification obligation was triggered in October 2022. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS ATM Facility , through August 7, 2024, the Company issued 47,401 shares of Class A Common Stock and has received net proceeds of approximately $0.5 million from the ATM Facility. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net loss | $ (24,883) | $ (18,690) | $ (48,318) | $ (24,084) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
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 |
NATURE OF BUSINESS & SUMMARY _2
NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements of Cibus, Inc. (Cibus or the Company and, prior to the completion of the Merger Transactions (as defined below), Calyxt, Inc., or Legacy Calyxt) have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP or GAAP) for interim financial information and the rules and regulations of the Securities and Exchange Commission (SEC) applicable to interim financial statements and has included the accounts of Cibus, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In the Company’s opinion, the accompanying condensed consolidated financial statements reflect all adjustments necessary for a fair 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. ended December 31, 2023, filed with the SEC on March 21, 2024 (Annual Report). The accompanying condensed consolidated balance sheet as of December 31, 2023, 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 condensed 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 | Cash and Cash Equivalents |
Contract Assets and Liabilities | Contract Assets and Liabilities Contract assets primarily include amounts related to contractual rights to consideration for completed performance not yet invoiced. The Company recognized $0.2 million in contract assets as of June 30, 2024, which are included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets. There were $0.2 million in contract assets as of December 31, 2023. The Company records contract liabilities when cash payments are received or due in advance of performance, primarily related to advances of upfront and milestone payments from contract research and collaboration agreements. Contract liabilities consist of deferred revenue on the accompanying condensed consolidated balance sheets. The Company expects to recognize the amounts included in deferred revenues within one year. |
Royalty Liability – Related Parties | Royalty Liability – Related Parties The royalty liability - related parties (Royalty Liability) calculation is based on the Company’s current estimates of future Subject Revenues (as defined in Note 10) collected by the Company from customers and, in turn, expected Royalty Payments (as defined in Note 10) based on these Subject Revenues to be paid to Royalty Holders (as defined in Note 10) over the life of the arrangement based on 10 percent of the actual Subject Revenues collected. The Warrant Exchange Agreement (as defined in Note 10) is on a cash basis meaning that all Royalty Payments to Royalty Holders in a given period are based on cash actually collected by the Company for Subject Revenues in that period. The Company will periodically reassess the estimated future Royalty Payments using internal projections and external sources. If the amount or timing of these payments significantly deviates from the original estimates, an adjustment will be recorded prospectively as an increase or decrease to interest expense. Fluctuations in the Royalty Liability balance, resulting from changes in Cibus' business model and anticipated Subject Revenues, may cause fluctuations in the Company’s earnings. Estimates of total future Subject Revenues to be collected from customers are inherently uncertain. Such estimates are impacted by management’s estimate of the number of total acres for various geographies on which seeds with each Cibus trait will be planted, which is based on industry sources or references regarding the need for a specific trait in specific crops and geographies, taking into account assumptions about competition, trait relevance, switching costs and adoption timeframes, and various other factors. Such estimates are also impacted by management’s assumptions regarding the potential per acre fees that the Company may receive in respect of applicable traits, taking into account available market information regarding competitors’ current trait fees as well as assumptions regarding competition, trait relevance and trait value in specific geographies and potential savings to farmers, switching costs, and various other factors. |
Stock-Based Compensation | Stock-Based Compensation The valuation of stock options is a critical accounting estimate that requires the use of judgments and assumptions that are likely to have a material impact on the Company’s condensed consolidated financial statements. The Company generally measures the fair value of employee and nonemployee stock-based awards on their grant date and records compensation expense on a straight-line basis over the related service period of the award, which is generally the vesting period. 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 generally measures compensation expense for grants of restricted stock units and restricted stock awards using the Company’s share price on the date of grant. The Company may use a Monte Carlo simulation pricing model when estimating the fair values of performance stock units (PSUs), which requires the Company to make predictive assumptions. The Company estimates fair values and accounts for employee and nonemployee awards in a similar manner. |
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 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. See Note 6 for a detailed discussion of the 2023 Pre-Funded Warrants issued in December 2023. The 2023 Pre-Funded Warrants remain outstanding and exercisable, subject to an ownership limitation, as of June 30, 2024. T he 2023 Pre-Funded Warrants are considered equity instruments and are reported in stockholders’ equity in the Company’s condensed consolidated balance sheets. The weighted average shares of Class A Common Stock outstanding includes the shares issuable upon exercise of the 2023 Pre-Funded Warrants and are included in the determination of the Company’s basic and diluted net loss per share of Class A Common Stock. Three Months Ended June 30, Six Months Ended June 30, In Thousands, Except Share and Per Share Amounts 2024 2023 2024 2023 Numerator: Net loss attributable to Cibus, Inc. $ (24,883) $ (18,690) $ (48,318) $ (24,084) Denominator: Weighted average shares of Class A common stock outstanding 21,801,982 6,136,114 21,307,460 3,576,350 Effect of pre-funded warrants 50,000 — 50,000 — Weighted average shares of Class A common stock outstanding – basic and diluted 21,851,982 6,136,114 21,357,460 3,576,350 Basic and diluted net loss per share of Class A common stock $ (1.14) $ (3.05) $ (2.26) $ (6.73) and, together with the 2022 Common Warrants, the Common Warrants |
Common Warrants | 2022 Common Warrants The Common Warrants in the table above include 158,483 outstanding 2022 Common Warrants which 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 2022 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 2022 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 2022 Common Warrant, holder may elect to receive either the consideration of the Fundamental Transaction or put the 2022 Common Warrants back to the Company in exchange for cash, based on terms and timing specified in the 2022 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 2022 Common Warrants. The Company believes that the Merger Transactions did not qualify as a Fundamental Transaction. 2024 Common Warrant s outstanding 2024 Common Warrants which are immediately exercisable at an exercise price of $10.00 per share (or $10.07 per share, in the case of 2024 Common Warrants issued to one of the Company’s executive officers) until fully exercised, subject to ownership limitations, and expire five years after their date of issuance. The 2024 Common Warrants are recorded as a liability in the Company’s condensed consolidated balance sheets. Common Warrants 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, net in its condensed consolidated statements of operations. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements From time-to-time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective are not expected to have a material impact on the Company’s financial position, results of operations, or cash flows upon adoption. ASU 2023-09 . In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, requiring public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are also required to apply the disclosure requirements. The standard is effective for annual reporting periods beginning after December 15, 2023, and for interim reporting periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07. |
NATURE OF BUSINESS & SUMMARY _3
NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Stock by Class | Share information related to the Company's common stock as of June 30, 2024, 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 23,529,689 3,112,516 26,642,205 Outstanding 23,015,417 3,112,516 26,127,933 |
Schedule of Deferred Revenue Activity | In Thousands Deferred Revenue Balance as of December 31, 2023 $ 1,210 Consideration earned (1,383) Consideration received 1,796 Balance as of June 30, 2024 $ 1,623 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 Computation of Basic and Diluted Net Loss Per Share | The following table shows the computation of basic and diluted net loss per share of Class A Common Stock for the three and six months ended June 30, 2024, and 2023: Three Months Ended June 30, Six Months Ended June 30, In Thousands, Except Share and Per Share Amounts 2024 2023 2024 2023 Numerator: Net loss attributable to Cibus, Inc. $ (24,883) $ (18,690) $ (48,318) $ (24,084) Denominator: Weighted average shares of Class A common stock outstanding 21,801,982 6,136,114 21,307,460 3,576,350 Effect of pre-funded warrants 50,000 — 50,000 — Weighted average shares of Class A common stock outstanding – basic and diluted 21,851,982 6,136,114 21,357,460 3,576,350 Basic and diluted net loss per share of Class A common stock $ (1.14) $ (3.05) $ (2.26) $ (6.73) |
Schedule of Antidilutive Securities Excluded from Computation of Loss 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 antidilutive effect: As of June 30, 2024 2023 Stock options outstanding 150,899 109,551 Unvested restricted stock units 115,541 101 Unvested restricted stock awards 469,095 1,001,644 Common warrants 1,456,523 158,483 Total 2,192,058 1,269,779 |
MERGER WITH CIBUS GLOBAL (Table
MERGER WITH CIBUS GLOBAL (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [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 are 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. |
Schedule of Recognized the Preliminary Allocation of the Consideration | The following table sets forth the allocation of the consideration: In Thousands May 31, 2023 Cash and cash equivalents $ 59,381 Accounts receivable 2,216 Due from related parties 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 average useful lives, were as follows: In Thousands, except useful life May 31, 2023 Weighted Average Amortization (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 average useful lives, were as follows: In Thousands, except useful life May 31, 2023 Weighted Average Amortization (Years) In-process research and development $ 99,051 Indefinite Developed technology 14,148 20 Trade name 22,230 20 Total $ 135,429 |
Schedule of Business Acquisition, Pro Forma Information | These unaudited pro forma figures for the three and six months ended June 30, 2023, 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 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 Six Months Ended Unaudited and in Thousands June 30, 2023 June 30, 2023 Pro forma revenues $ 443 $ 679 Pro forma net loss (31,026) (53,946) Pro forma net loss attributable to controlling interest (27,352) (46,280) Pro forma net loss attributable to redeemable noncontrolling interest $ (3,674) $ (7,666) |
FINANCIAL INSTRUMENTS MEASURE_2
FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule 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, 2024, and December 31, 2023, were as follows: June 30, 2024 December 31, 2023 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) $ 1,043 $ — $ — $ 1,043 $ 7,015 $ — $ — $ 7,015 Total $ 1,043 $ — $ — $ 1,043 $ 7,015 $ — $ — $ 7,015 June 30, 2024 December 31, 2023 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 $ — $ — $ 10,379 $ 10,379 $ — $ — $ 1,418 $ 1,418 Total $ — $ — $ 10,379 $ 10,379 $ — $ — $ 1,418 $ 1,418 |
Schedule of Common Warrants Activity | In Thousands Level 3 Fair Value of Liabilities Balance as of December 31, 2023 $ 1,418 Issued 10,151 Change in fair value (1,190) Balance as of June 30, 2024 $ 10,379 In Thousands Level 3 Fair Value of Liabilities Balance as of December 31, 2022 $ 291 Change in fair value 371 Balance as of June 30, 2023 $ 662 |
Schedule 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, 2024 As of December 31, 2023 Estimated fair value of common warrants per share $3.16 - $7.61 $ 8.95 Assumptions: Risk-free interest rate 4.3% - 4.5% 3.9 % Expected volatility 103.1% - 105.5% 100.7 % Expected term to liquidation (in years) 3.2 - 5.0 3.6 |
PROPERTY, PLANT, AND EQUIPMEN_2
PROPERTY, PLANT, AND EQUIPMENT, NET (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | In Thousands, except useful life Useful Life As of June 30, 2024 As of December 31, 2023 Property, plant, and equipment, net: Buildings 10 - 20 $ 900 $ 900 Leasehold improvements shorter of lease term or - 15 4,029 3,912 Office furniture and equipment 5 - 10 15,556 15,102 Office furniture and equipment under financing leases 3 - 7 3 373 Computer equipment and software 3 - 5 4,207 3,761 Assets in progress N/A 623 704 Total property, plant, and equipment 25,318 24,752 Less accumulated depreciation and amortization (11,554) (8,977) Total $ 13,764 $ 15,775 Three Months Ended June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Depreciation and amortization expense $ 1,274 $ 571 $ 2,583 $ 983 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets were as follows: In Thousands As of June 30, 2024 As of December 31, 2023 Intangible Assets, net: Developed technology $ 14,148 $ 14,148 Trade name 22,230 22,230 Other 150 150 Total intangible assets 36,528 36,528 Less accumulated amortization (2,034) (1,117) Total $ 34,494 $ 35,411 |
Schedule of Finite-Lived Intangible Assets Amortization Expense | Total amortization expense is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Amortization expense $ 459 $ 155 $ 917 $ 208 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | In Thousands Amortization Expense Remainder of 2024 $ 916 2025 $ 1,833 2026 $ 1,833 2027 $ 1,833 2028 $ 1,833 2029 $ 1,833 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Disclosure of Warrants Transactions | Warrant transactions for the six months ended June 30, 2024, were as follows: Pre-Funded Warrants Weighted Average Exercise Price Per Share Common Warrants Weighted Average Exercise Price Per Share Outstanding as of December 31, 2023 50,000 $ 0.01 158,483 $ 69.04 Issued — — 1,298,040 10.01 Forfeited/canceled — — — — Exercised — — — — Outstanding as of June 30, 2024 50,000 $ 0.01 1,456,523 $ 16.43 Exercisable as of June 30, 2024 50,000 $ 0.01 1,456,523 $ 16.43 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule 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, 2024 2023 Estimated fair values of stock options granted $ 11.59 $ — Assumptions: Risk-free interest rate 4.5 % — % Expected volatility 99.8% - 102.5% — % Expected term (in years) 5.0 - 5.5 — |
Schedule 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, 2023 108,781 $ 365.07 109,521 $ 367.35 Granted — — 41,396 14.82 Vested 18,598 26.55 — — Exercised — — — — Forfeited — — (18) 227.00 Balance as of June 30, 2024 127,379 $ 315.64 150,899 $ 270.66 |
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 2024 2023 2024 2023 Stock-based compensation expense $ 249 $ 1,441 $ 268 $ 1,795 Three Months Ended June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Stock-based compensation expense $ 2,410 $ 1,924 $ 4,856 $ 1,924 Three Months Ended June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Stock-based compensation expense $ 156 $ 2,082 $ 219 $ 2,393 Three Months Ended June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Stock-based compensation benefit $ — $ (433) $ — $ (270) Certain condensed consolidated statement of operations amounts were as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Stock-based compensation expense: Research and development $ 779 $ 2,494 $ 1,660 $ 2,678 Selling, general, and administrative 2,036 2,520 3,683 3,164 Total $ 2,815 $ 5,014 $ 5,343 $ 5,842 |
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, 2023 640,060 $ 31.50 Granted — — Vested (168,313) 31.50 Forfeited (2,652) 31.50 Unvested balance as of June 30, 2024 469,095 $ 31.50 Restricted Stock Units Weighted Average Grant Date Fair Value Unvested balance as of December 31, 2023 147,222 $ 18.21 Granted 65,019 18.60 Vested (36,476) 18.46 Forfeited (60,224) 18.15 Unvested balance as of June 30, 2024 115,541 $ 18.38 |
Schedule of Grant Date Fair Value of Awards Vested | The total fair value of RSAs that vested is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Fair value of shares vested $ 1,255 $ 181 $ 2,719 $ 181 The total fair value of RSUs that vested is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Fair value of shares vested $ 244 $ 1,892 $ 629 $ 2,034 |
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award, Performance-Based Units, Vested and Expected to Vest | The total fair value of PSUs that vested is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Fair value of shares vested $ — $ 929 $ — $ 1,005 |
LEASES, COMMITMENTS, AND CONT_2
LEASES, COMMITMENTS, AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Non-Cancellable Operating Leases | The Company is obligated under non-cancellable operating leases, primarily for office, laboratory, greenhouse, and warehouse space, as follows: As of June 30, 2024 As of December 31, 2023 In Thousands, except remaining term Remaining Term (years) Right-of-Use-Asset Remaining Term (years) Right-of-Use-Asset Roseville, Minnesota lease 13.8 $ 12,857 14.3 $ 13,117 San Diego, California laboratory lease 1.2 2,407 1.7 3,377 San Diego, California headquarters lease 8.8 18,535 1.4 3,178 San Diego, California greenhouse lease 4.2 1,342 4.7 1,475 Other leases < 1.0 - 3.0 462 < 1.0 - 3.0 538 Total $ 35,603 $ 21,685 |
Schedule 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 June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Finance lease costs $ 56 $ 11 $ 115 $ 14 Operating lease costs 1,685 807 3,369 1,195 Total $ 1,741 $ 818 $ 3,484 $ 1,209 Supplemental cash flow information related to leases was as follows: Six Months Ended June 30, In Thousands 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows (operating leases) $ 2,763 $ 551 Financing cash flows (finance leases) $ 60 $ 110 Supplemental balance sheet information related to leases was as follows: As of June 30, 2024 As of December 31, 2023 Operating Financing Operating Financing Weighted average remaining lease term (years) 10.3 1.3 10.6 1.3 Weighted average discount rate 7.5 % 10.6 % 7.5 % 9.8 % |
Schedule of Lessee, Operating Lease, Liability, to be Paid, Maturity | As of June 30, 2024, future minimum payments under operating and finance leases were as follows: In Thousands Operating Financing Total Remainder of 2024 $ 2,497 $ 120 $ 2,617 2025 5,433 120 5,553 2026 5,047 — 5,047 2027 5,045 — 5,045 2028 5,081 — 5,081 2029 4,905 — 4,905 Thereafter 25,316 — 25,316 53,324 240 53,564 Less: interest (16,638) (16) (16,654) Total $ 36,686 $ 224 $ 36,910 Current portion 3,862 105 3,967 Noncurrent portion $ 32,824 $ 119 $ 32,943 |
Schedule of Finance Lease, Liability, to be Paid, Maturity | As of June 30, 2024, future minimum payments under operating and finance leases were as follows: In Thousands Operating Financing Total Remainder of 2024 $ 2,497 $ 120 $ 2,617 2025 5,433 120 5,553 2026 5,047 — 5,047 2027 5,045 — 5,045 2028 5,081 — 5,081 2029 4,905 — 4,905 Thereafter 25,316 — 25,316 53,324 240 53,564 Less: interest (16,638) (16) (16,654) Total $ 36,686 $ 224 $ 36,910 Current portion 3,862 105 3,967 Noncurrent portion $ 32,824 $ 119 $ 32,943 |
ROYALTY LIABILITY - RELATED P_2
ROYALTY LIABILITY - RELATED PARTIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of Royalty Liability | In Thousands Royalty Liability - Related Parties Balance as of December 31, 2023 $ 165,252 Interest expense recognized 17,078 Balance as of June 30, 2024 $ 182,330 |
SUPPLEMENTAL INFORMATION (Table
SUPPLEMENTAL INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 2024 2023 2024 2023 Stock-based compensation expense $ 249 $ 1,441 $ 268 $ 1,795 Three Months Ended June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Stock-based compensation expense $ 2,410 $ 1,924 $ 4,856 $ 1,924 Three Months Ended June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Stock-based compensation expense $ 156 $ 2,082 $ 219 $ 2,393 Three Months Ended June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Stock-based compensation benefit $ — $ (433) $ — $ (270) Certain condensed consolidated statement of operations amounts were as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Stock-based compensation expense: Research and development $ 779 $ 2,494 $ 1,660 $ 2,678 Selling, general, and administrative 2,036 2,520 3,683 3,164 Total $ 2,815 $ 5,014 $ 5,343 $ 5,842 |
Schedule of Statements of Certain Statements of Cash Flows Amounts | Supplemental condensed consolidated statement of cash flows information is as follows: Six Months Ended June 30, In Thousands 2024 2023 Interest paid $ 69 $ 21 Non-cash transactions not reported in the condensed consolidated statements of cash flows is as follows: Six Months Ended June 30, In Thousands 2024 2023 Property, plant, and equipment acquired through assuming liabilities $ 276 $ 307 Unpaid stock offering costs included in stockholders’ equity $ 12 $ — Shares issued for consideration in the merger with Cibus Global $ — $ 634,751 Forgiveness of interim funding resulting from merger with Cibus Global $ — $ 2,500 Establishment of operating lease right-of-use assets and associated operating lease liabilities $ 16,491 $ 28 |
COLLABORATION AGREEMENT (Tables
COLLABORATION AGREEMENT (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Recognized in the Condensed Consolidated Statements of Operations | Revenue recognized in the condensed consolidated statements of operations related to the collaboration agreement is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2024 2023 2024 2023 Collaboration agreement deferred revenue recognized $ 619 $ 87 $ 791 $ 87 |
NATURE OF BUSINESS & SUMMARY _4
NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
May 31, 2023 class_of_stock $ / shares shares | Apr. 24, 2023 | Aug. 07, 2024 USD ($) shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Jan. 02, 2024 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | May 30, 2023 $ / 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) | 310,000,000 | ||||||||||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | |||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Net loss | $ | $ 28,478 | $ 20,509 | $ 55,450 | $ 25,903 | |||||||
Net cash used by operating activities | $ | 30,528 | 14,119 | |||||||||
Cash and cash equivalents | $ | $ 30,021 | 30,021 | 30,021 | $ 32,699 | |||||||
Total current liabilities | $ | 28,972 | 28,972 | 28,972 | 21,323 | |||||||
Contract assets | $ | $ 200 | $ 200 | 200 | $ 200 | |||||||
Revenue recognized from deferred revenue balance | $ | $ 600 | $ 100 | |||||||||
Fundamental transaction voting threshold, percent | 50% | 50% | 50% | ||||||||
At-The-Market Offering | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Aggregate initial offering price, maximum | $ | $ 80,000 | ||||||||||
Number of shares issued in transaction (in shares) | 927,326 | ||||||||||
Net proceeds on issuance of common stock | $ | $ 16,500 | ||||||||||
At-The-Market Offering | Subsequent Event | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Number of shares issued in transaction (in shares) | 47,401 | ||||||||||
Net proceeds on issuance of common stock | $ | $ 500 | ||||||||||
Registered Direct Offering | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Net proceeds on issuance of common stock | $ | $ 12,000 | ||||||||||
Cibus Global | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Number of shares of common Stock received by Cibus Global, LLC equityholders as merger consideration (in shares) | 20,150,838 | ||||||||||
2022 Common Warrants | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants outstanding (in shares) | 158,483 | 158,483 | 158,483 | ||||||||
Number of securities called by each warrant (in shares) | 1 | 1 | 1 | ||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 69.04 | $ 69.04 | $ 69.04 | ||||||||
2024 Common Warrant | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants outstanding (in shares) | 1,298,040 | 1,298,040 | 1,298,040 | ||||||||
2024 Common Warrant | Registered Direct Offering | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 10 | $ 10 | $ 10 | ||||||||
2024 Common Warrant | Registered Direct Offering | Executive Officer | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | 10.07 | 10.07 | 10.07 | ||||||||
Calyxt, Inc. | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||
Common stock issued and outstanding, ownership percentage | 4.80% | ||||||||||
Reverse stock split conversion ratio | 0.1 | ||||||||||
Cibus Global | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Common stock issued and outstanding, ownership percentage | 95.20% | ||||||||||
Class A Common Stock | |||||||||||
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 | ||||||
Stock issued during period for acquisitions (in shares) | 16,527,484 | ||||||||||
Common stock, shares authorized (in shares) | 210,000,000 | 210,000,000 | 210,000,000 | 210,000,000 | 210,000,000 | ||||||
Class A Common Stock | Cibus Global | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Number of shares of common Stock received by Cibus Global, LLC equityholders as merger consideration (in shares) | 15,508,202 | ||||||||||
Class B Common Stock | |||||||||||
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) | 90,000,000 | 90,000,000 | 90,000,000 | 90,000,000 | 90,000,000 | ||||||
Class B Common Stock | Cibus Global | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Number of shares of common Stock received by Cibus Global, LLC equityholders as merger consideration (in shares) | 4,642,636 | ||||||||||
Restricted Common Class A | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Stock issued during period for acquisitions (in shares) | 1,019,282 |
NATURE OF BUSINESS & SUMMARY _5
NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Stock by Class (Details) - shares | Jun. 30, 2024 | Dec. 31, 2023 | May 31, 2023 |
Class of Stock [Line Items] | |||
Authorized (in shares) | 300,000,000 | 300,000,000 | |
Issued (in shares) | 26,642,205 | ||
Outstanding (in shares) | 26,127,933 | ||
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Authorized (in shares) | 210,000,000 | 210,000,000 | 210,000,000 |
Issued (in shares) | 23,529,689 | 21,240,379 | |
Outstanding (in shares) | 23,015,417 | 20,567,656 | |
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Authorized (in shares) | 90,000,000 | 90,000,000 | 90,000,000 |
Issued (in shares) | 3,112,516 | 3,142,636 | |
Outstanding (in shares) | 3,112,516 | 3,142,636 |
NATURE OF BUSINESS & SUMMARY _6
NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Deferred Revenue Activity (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Contract with Customer, Liability [Roll Forward] | ||
Beginning balance | $ 1,210 | $ 107 |
Acquired from merger with Cibus Global, LLC | 1,186 | |
Consideration earned | (1,383) | (239) |
Consideration received | 1,796 | 493 |
Ending balance | $ 1,623 | $ 1,547 |
NATURE OF BUSINESS & SUMMARY _7
NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||
Net loss | $ (24,883) | $ (18,690) | $ (48,318) | $ (24,084) |
Denominator: | ||||
Weighted average shares of Class A common stock outstanding (in shares) | 21,801,982 | 6,136,114 | 21,307,460 | 3,576,350 |
Effect of pre-funded warrants (in shares) | 50,000 | 0 | 50,000 | 0 |
Weighted average shares of Class A common stock outstanding - basic (in shares) | 21,851,982 | 6,136,114 | 21,357,460 | 3,576,350 |
Weighted average shares of Class A common stock outstanding - diluted (in shares) | 21,851,982 | 6,136,114 | 21,357,460 | 3,576,350 |
Basic net loss per share of Class A common stock (in dollars per share) | $ (1.14) | $ (3.05) | $ (2.26) | $ (6.73) |
Diluted net loss per share of Class A common stock (in dollars per share) | $ (1.14) | $ (3.05) | $ (2.26) | $ (6.73) |
NATURE OF BUSINESS & SUMMARY _8
NATURE OF BUSINESS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 2,192,058 | 1,269,779 |
Stock options outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 150,899 | 109,551 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 115,541 | 101 |
Unvested restricted stock awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 469,095 | 1,001,644 |
Common warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 1,456,523 | 158,483 |
MERGER WITH CIBUS GLOBAL - Narr
MERGER WITH CIBUS GLOBAL - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | May 31, 2023 USD ($) shares | Jun. 30, 2024 shares | Jun. 30, 2024 shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 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% | |||||
Number of units exchanged (in shares) | shares | 30,120 | 30,120 | ||||
Variable Interest Entity, Primary Beneficiary | ||||||
Business Acquisition [Line Items] | ||||||
Variable interest entity, ownership percentage | 12% | 22% | ||||
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 | $ 8.2 | $ 0.4 | ||||
Legal and professional fees | $ 3.5 | |||||
Severance costs | 1.9 | |||||
Cibus Global | Selling, General and Administrative Expenses | ||||||
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 | |||||
Cibus Global | Class B Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Number of common stock shares included in Up-C units (in shares) | shares | 1 |
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, 2024 | Jun. 30, 2023 | |
Business Acquisition [Line Items] | |||
Purchase price | $ 0 | $ 634,751,000 | |
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 | Class A Common Stock | |||
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 | Class B Common Stock | |||
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, 2024 | Dec. 31, 2023 | May 31, 2023 | May 30, 2023 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 434,898,000 | $ 434,898,000 | $ 585,300,000 | $ 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 | 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] | |
Weighted Average Amortization (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 |
Weighted Average Amortization (Years) | 20 years |
Cibus Global | Trade name | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired finite-lived intangibles | $ 22,230 |
Weighted Average Amortization (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, 2023 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Pro forma revenues | $ 443 | $ 679 |
Pro forma net loss | (31,026) | (53,946) |
Pro forma net loss attributable to controlling interest | (27,352) | (46,280) |
Pro forma net loss attributable to redeemable noncontrolling interest | $ (3,674) | $ (7,666) |
FINANCIAL INSTRUMENTS MEASURE_3
FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK - Schedule of Fair Value Measurements and Financial Statement Presentation (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value of Assets | ||
Total | $ 1,043 | $ 7,015 |
Fair Value of Liabilities | ||
Common Warrants | 10,379 | 1,418 |
Total | 10,379 | 1,418 |
Common Warrants | ||
Fair Value of Liabilities | ||
Common Warrants | 10,379 | 1,418 |
Level 1 | ||
Fair Value of Assets | ||
Total | 1,043 | 7,015 |
Fair Value of Liabilities | ||
Total | 0 | 0 |
Level 1 | Common Warrants | ||
Fair Value of Liabilities | ||
Common Warrants | 0 | 0 |
Level 2 | ||
Fair Value of Assets | ||
Total | 0 | 0 |
Fair Value of Liabilities | ||
Total | 0 | 0 |
Level 2 | Common Warrants | ||
Fair Value of Liabilities | ||
Common Warrants | 0 | 0 |
Level 3 | ||
Fair Value of Assets | ||
Total | 0 | 0 |
Fair Value of Liabilities | ||
Total | 10,379 | 1,418 |
Level 3 | Common Warrants | ||
Fair Value of Liabilities | ||
Common Warrants | 10,379 | 1,418 |
Money Market Funds | ||
Fair Value of Assets | ||
Money market funds | 1,043 | 7,015 |
Money Market Funds | Level 1 | ||
Fair Value of Assets | ||
Money market funds | 1,043 | 7,015 |
Money Market Funds | Level 2 | ||
Fair Value of Assets | ||
Money market funds | 0 | 0 |
Money Market Funds | Level 3 | ||
Fair Value of Assets | ||
Money market funds | $ 0 | $ 0 |
FINANCIAL INSTRUMENTS MEASURE_4
FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK - Schedule of Common Warrants Activity (Details) - Common Warrants - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Warrant activity, Fair Value [Roll Forward] | ||
Beginning, balance | $ 1,418 | $ 291 |
Issued | 10,151 | |
Change in fair value | (1,190) | 371 |
Ending, balance | $ 10,379 | $ 662 |
FINANCIAL INSTRUMENTS MEASURE_5
FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK - Narrative (Details) | Jun. 30, 2024 | Dec. 31, 2023 yr |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Estimated fair value of common warrants per share (as percent) | 8.95 | |
Risk-free interest rate | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assumptions (as percent) | 0.039 | |
Expected volatility | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assumptions (as percent) | 1.007 | |
Expected term to liquidation (in years) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assumptions (as percent) | 3.6 | |
2024 Common Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Estimated fair value of common warrants per share (as percent) | 7.82 | |
2024 Common Warrants | Risk-free interest rate | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assumptions (as percent) | 0.044 | |
2024 Common Warrants | Expected volatility | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assumptions (as percent) | 1.027 | |
2024 Common Warrants | Expected term to liquidation (in years) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants, term (in years) | 5 years |
FINANCIAL INSTRUMENTS MEASURE_6
FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK - Schedule of Fair Value of the Common Warrants (Details) | Jun. 30, 2024 yr | Dec. 31, 2023 yr |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Estimated fair value of common warrants per share | 8.95 | |
2024 Common Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Estimated fair value of common warrants per share | 7.82 | |
Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Estimated fair value of common warrants per share | 3.16 | |
Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Estimated fair value of common warrants per share | 7.61 | |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assumptions: | 0.039 | |
Risk-free interest rate | 2024 Common Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assumptions: | 0.044 | |
Risk-free interest rate | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assumptions: | 0.043 | |
Risk-free interest rate | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assumptions: | 0.045 | |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assumptions: | 1.007 | |
Expected volatility | 2024 Common Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assumptions: | 1.027 | |
Expected volatility | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assumptions: | 1.031 | |
Expected volatility | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assumptions: | 1.055 | |
Expected term to liquidation (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assumptions: | 3.6 | |
Expected term to liquidation (in years) | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assumptions: | 3.2 | |
Expected term to liquidation (in years) | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assumptions: | 5 |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||||
Total property, plant, and equipment | $ 25,318 | $ 25,318 | $ 24,752 | ||
Less accumulated depreciation and amortization | (11,554) | (11,554) | (8,977) | ||
Total | 13,764 | 13,764 | 15,775 | ||
Depreciation and amortization expense | 1,274 | $ 571 | 2,583 | $ 983 | |
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 | $ 4,029 | $ 4,029 | 3,912 | ||
Office furniture and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Land, buildings, and equipment, gross | 15,556 | 15,556 | 15,102 | ||
Finance lease, right-of-use asset, before accumulated amortization | $ 3 | $ 3 | 373 | ||
Office furniture and equipment | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life (Years) | 5 years | 5 years | |||
Useful Life (Years) | 3 years | 3 years | |||
Office furniture and equipment | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life (Years) | 10 years | 10 years | |||
Useful Life (Years) | 7 years | 7 years | |||
Computer equipment and software | |||||
Property, Plant and Equipment [Line Items] | |||||
Land, buildings, and equipment, gross | $ 4,207 | $ 4,207 | 3,761 | ||
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 | $ 623 | $ 623 | $ 704 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) | 3 Months Ended | |||
Dec. 31, 2023 | Jun. 30, 2024 | May 31, 2023 | May 30, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 434,898,000 | $ 434,898,000 | $ 585,300,000 | $ 0 |
Goodwill impairment | $ 150,400,000 | |||
Cibus Global | ||||
Finite-Lived Intangible Assets [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, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 36,528 | $ 36,528 |
Less accumulated amortization | (2,034) | (1,117) |
Total | 34,494 | 35,411 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 14,148 | 14,148 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 22,230 | 22,230 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 150 | $ 150 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Schedule of Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 459 | $ 155 | $ 917 | $ 208 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2024 | $ 916 |
2025 | 1,833 |
2026 | 1,833 |
2027 | 1,833 |
2028 | 1,833 |
2029 | $ 1,833 |
STOCKHOLDERS' EQUITY - Follow-o
STOCKHOLDERS' EQUITY - Follow-on Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 14, 2023 | Jun. 30, 2024 |
2022 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 | |
2022 Follow On Public Offering | 2022 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 | |
Maximum voting percentage, before warrants cannot be exercised | 4.99% | |
2023 Follow-on Public Offering | ||
Stockholders Equity [Line Items] | ||
Offering price (in dollars per share) | $ 9 | |
Net proceeds on issuance of common stock | $ 18.6 | |
2023 Follow-on Public Offering | Executive Officer | ||
Stockholders Equity [Line Items] | ||
Offering price (in dollars per share) | $ 10.58 | |
2023 Follow-on Public Offering | Class A Common Stock | ||
Stockholders Equity [Line Items] | ||
Issuance of common stock (in shares) | 2,106,723 | |
2023 Follow-on Public Offering | Pre-Funded Warrants | ||
Stockholders Equity [Line Items] | ||
Exercise price of warrants (in dollars per share) | $ 0.01 | |
Warrants issued (in shares) | 50,000 | |
Offering price (in dollars per share) | $ 10.57 |
STOCKHOLDERS' EQUITY - Register
STOCKHOLDERS' EQUITY - Registered Direct Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Stockholders Equity [Line Items] | |||||
Selling, general, and administrative | $ 9,327 | $ 11,079 | $ 16,312 | $ 13,375 | |
Common Warrants | |||||
Stockholders Equity [Line Items] | |||||
Issued | 10,151 | ||||
2024 Common Warrant | |||||
Stockholders Equity [Line Items] | |||||
Selling, general, and administrative | 800 | ||||
Class A Common Stock | 2024 Common Warrant | |||||
Stockholders Equity [Line Items] | |||||
Issued | $ 2,600 | ||||
Registered Direct Offering | |||||
Stockholders Equity [Line Items] | |||||
Net proceeds on issuance of common stock | $ 12,000 | ||||
Registered Direct Offering | 2024 Common Warrant | |||||
Stockholders Equity [Line Items] | |||||
Warrants issued (in shares) | 1,298,040 | 1,298,040 | 1,298,040 | ||
Exercise price of warrants (in dollars per share) | $ 10 | $ 10 | $ 10 | ||
Class of warrant or right, redemption price of warrants or rights (in dollars per share) | 0.0001 | 0.0001 | 0.0001 | ||
Registered Direct Offering | 2024 Common Warrant | Executive Officer | |||||
Stockholders Equity [Line Items] | |||||
Exercise price of warrants (in dollars per share) | 10.07 | 10.07 | 10.07 | ||
Executive officers offering price per share (in dollars per share) | $ 10.20 | 10.20 | 10.20 | ||
Registered Direct Offering | Class A Common Stock | |||||
Stockholders Equity [Line Items] | |||||
Issuance of common stock (in shares) | 1,298,040 | ||||
Warrants and rights outstanding, redemption, share price (in dollars per share) | $ 20 | $ 20 | $ 20 | ||
Warrants and rights outstanding, redemption, consecutive trading days (in days) | 15 days | 15 days | 15 days |
STOCKHOLDERS' EQUITY - Schedule
STOCKHOLDERS' EQUITY - Schedule of Disclosure of Warrants Transactions (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Pre-Funded Warrants | ||
Common Warrants | ||
Outstanding (in shares) | 50,000 | 50,000 |
Exercisable (in shares) | 50,000 | |
Weighted Average Exercise Price Per Share | ||
Outstanding (in dollars per share) | $ 0.01 | $ 0.01 |
Exercisable (in dollars per share) | $ 0.01 | |
Common Warrants | ||
Common Warrants | ||
Outstanding (in shares) | 1,456,523 | 158,483 |
Issued (in shares) | 1,298,040 | |
Exercisable (in shares) | 1,456,523 | |
Weighted Average Exercise Price Per Share | ||
Outstanding (in dollars per share) | $ 16.43 | $ 69.04 |
Issued (in dollars per share) | 10.01 | |
Exercisable (in dollars per share) | $ 16.43 |
STOCKHOLDERS' EQUITY - ATM Faci
STOCKHOLDERS' EQUITY - ATM Facility (Details) - At-The-Market Offering - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended |
Aug. 07, 2024 | Jun. 30, 2024 | |
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issued in transaction (in shares) | 927,326 | |
Net proceeds on issuance of common stock | $ 16.5 | |
Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issued in transaction (in shares) | 47,401 | |
Net proceeds on issuance of common stock | $ 0.5 |
STOCKHOLDERS' EQUITY - Cibus Co
STOCKHOLDERS' EQUITY - Cibus Common Units (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 shares | Jun. 30, 2024 shares | |
Stockholders Equity [Line Items] | ||
Common unit conversion ratio | 1 | 1 |
Number of units exchanged (in shares) | 30,120 | 30,120 |
Common units outstanding (in shares) | 26,127,933 | 26,127,933 |
Cibus, Inc. | ||
Stockholders Equity [Line Items] | ||
Common units outstanding (in shares) | 23,015,417 | 23,015,417 |
Electing Members | ||
Stockholders Equity [Line Items] | ||
Common units outstanding (in shares) | 3,112,516 | 3,112,516 |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock (Details) - $ / shares | Jun. 30, 2024 | May 31, 2023 |
Equity [Abstract] | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued (in shares) | 0 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate intrinsic value of options outstanding | $ 0 | ||
Weighted average remaining outstanding contractual term (in years) | 4 years 10 months 24 days | ||
Aggregate intrinsic value of options exercisable | $ 0 | ||
Weighted average remaining options exercisable contractual term (in years) | 3 years 10 months 24 days | ||
Unrecognized stock-based compensation expense related to non-vested stock options | $ 300,000 | ||
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 | ||
Unrecognized stock-based compensation expense, expected recognition weighted-average period | 10 months 24 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 | ||
Granted (in shares) | 0 | ||
Unvested (in dollars per share) | $ 31.50 | $ 31.50 | |
Weighted average grant date fair value (in dollars per share) | $ 0 | $ 31.50 | |
Unrecognized stock-based compensation expense | $ 14,700,000 | ||
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] | |||
Unrecognized stock-based compensation expense, expected recognition weighted-average period | 3 years 2 months 12 days | ||
Granted (in shares) | 65,019 | ||
Unvested (in dollars per share) | $ 18.38 | $ 18.21 | |
Weighted average grant date fair value (in dollars per share) | $ 18.60 | 21.68 | |
Unrecognized stock-based compensation expense | $ 2,000,000 | ||
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] | |||
Granted (in shares) | 0 | ||
Weighted average grant date fair value (in dollars per share) | $ 25.65 | ||
Unrecognized stock-based compensation expense | $ 0 | ||
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) | 1,960,288 | ||
2014 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) | 0 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Fair Values of Stock Options Granted and Assumptions used in Black-Scholes Model (Details) - Stock Options - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Estimated fair values of stock options granted (USD per share) | $ 11.59 | $ 0 |
Assumptions: | ||
Risk-free interest rate | 4.50% | 0% |
Expected volatility, minimum | 99.80% | |
Expected volatility, maximum | 102.50% | |
Expected volatility | 0% | |
Expected term (in years) | 0 years | |
Minimum | ||
Assumptions: | ||
Expected term (in years) | 5 years | |
Maximum | ||
Assumptions: | ||
Expected term (in years) | 5 years 6 months |
STOCK-BASED COMPENSATION - Sc_2
STOCK-BASED COMPENSATION - Schedule of Stock Option Activity (Details) | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Options Exercisable | |
Beginning balance (in shares) | shares | 108,781 |
Vested (in shares) | shares | 18,598 |
Forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 127,379 |
Weighted Average Exercise Price Per Share | |
Beginning balance (in dollars per share) | $ / shares | $ 365.07 |
Vested (in dollars per share) | $ / shares | 26.55 |
Forfeited (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 315.64 |
Options Outstanding | |
Beginning balance (in shares) | shares | 109,521 |
Granted (in shares) | shares | 41,396 |
Exercised (in shares) | shares | 0 |
Forfeited (in shares) | shares | (18) |
Ending balance (in shares) | shares | 150,899 |
Weighted Average Exercise Price Per Share | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 367.35 |
Granted (in dollars per share) | $ / shares | 14.82 |
Exercised (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 227 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 270.66 |
STOCK-BASED COMPENSATION - Sc_3
STOCK-BASED COMPENSATION - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense (benefit) | $ 2,815 | $ 5,014 | $ 5,343 | $ 5,842 |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense (benefit) | 249 | 1,441 | 268 | 1,795 |
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense (benefit) | 2,410 | 1,924 | 4,856 | 1,924 |
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense (benefit) | 156 | 2,082 | 219 | 2,393 |
Performance Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense (benefit) | $ 0 | $ (433) | $ 0 | $ (270) |
STOCK-BASED COMPENSATION - Sc_4
STOCK-BASED COMPENSATION - Schedule of Nonvested Shares Activity (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Restricted Stock | ||
Restricted Stock Awards/Units | ||
Unvested beginning balance (in shares) | 640,060 | |
Granted (in shares) | 0 | |
Vested (in shares) | (168,313) | |
Forfeited (in shares) | (2,652) | |
Unvested ending balance (in shares) | 469,095 | |
Weighted Average Grant Date Fair Value | ||
Unvested beginning balance (in dollars per share) | $ 31.50 | |
Granted (in dollars per share) | 0 | $ 31.50 |
Vested (in dollars per share) | 31.50 | |
Forfeited (in dollars per share) | 31.50 | |
Unvested ending balance (in dollars per share) | $ 31.50 | |
Restricted Stock Units | ||
Restricted Stock Awards/Units | ||
Unvested beginning balance (in shares) | 147,222 | |
Granted (in shares) | 65,019 | |
Vested (in shares) | (36,476) | |
Forfeited (in shares) | (60,224) | |
Unvested ending balance (in shares) | 115,541 | |
Weighted Average Grant Date Fair Value | ||
Unvested beginning balance (in dollars per share) | $ 18.21 | |
Granted (in dollars per share) | 18.60 | $ 21.68 |
Vested (in dollars per share) | 18.46 | |
Forfeited (in dollars per share) | 18.15 | |
Unvested ending balance (in dollars per share) | $ 18.38 |
STOCK-BASED COMPENSATION - Sc_5
STOCK-BASED COMPENSATION - Schedule of Fair Value of Awards Vested (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of shares vested | $ 1,255 | $ 181 | $ 2,719 | $ 181 |
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of shares vested | 244 | 1,892 | 629 | 2,034 |
Performance Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of shares vested | $ 0 | $ 929 | $ 0 | $ 1,005 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Examination [Line Items] | ||||
Income tax benefit (expense) | $ (4,000) | $ 0 | $ 10,000 | $ 0 |
Number of units exchanged (in shares) | 30,120 | 30,120 | ||
Domestic Tax Authority | ||||
Income Tax Examination [Line Items] | ||||
Income tax benefit (expense) | $ 0 | $ 0 |
LEASES, COMMITMENTS, AND CONT_3
LEASES, COMMITMENTS, AND CONTINGENCIES - Schedule of Non-Cancellable Operating Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Operating Leased Assets [Line Items] | ||
Right-of-Use-Asset | $ 35,603 | $ 21,685 |
Roseville, Minnesota lease | ||
Operating Leased Assets [Line Items] | ||
Remaining Term (years) | 13 years 9 months 18 days | 14 years 3 months 18 days |
Right-of-Use-Asset | $ 12,857 | $ 13,117 |
San Diego, California laboratory lease | ||
Operating Leased Assets [Line Items] | ||
Remaining Term (years) | 1 year 2 months 12 days | 1 year 8 months 12 days |
Right-of-Use-Asset | $ 2,407 | $ 3,377 |
San Diego, California headquarters lease | ||
Operating Leased Assets [Line Items] | ||
Remaining Term (years) | 8 years 9 months 18 days | 1 year 4 months 24 days |
Right-of-Use-Asset | $ 18,535 | $ 3,178 |
San Diego, California greenhouse lease | ||
Operating Leased Assets [Line Items] | ||
Remaining Term (years) | 4 years 2 months 12 days | 4 years 8 months 12 days |
Right-of-Use-Asset | $ 1,342 | $ 1,475 |
Other leases | ||
Operating Leased Assets [Line Items] | ||
Right-of-Use-Asset | $ 462 | $ 538 |
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) | 3 years | 3 years |
LEASES, COMMITMENTS, AND CONT_4
LEASES, COMMITMENTS, AND CONTINGENCIES - Narrative (Details) | Jun. 30, 2024 USD ($) option |
Minimum | |
Other Commitments [Line Items] | |
Charitable contribution obligation, percentage of net royalty revenue | 1% |
Charitable contribution obligation, net royalty revenue threshold | $ | $ 100,000,000 |
Maximum | |
Other Commitments [Line Items] | |
Charitable contribution obligation, percentage of net royalty revenue | 2% |
Charitable contribution obligation, net royalty revenue threshold | $ | $ 1,000,000,000 |
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 |
LEASES, COMMITMENTS, AND CONT_5
LEASES, COMMITMENTS, AND CONTINGENCIES - Schedule of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Finance lease costs | $ 56 | $ 11 | $ 115 | $ 14 |
Operating lease costs | 1,685 | 807 | 3,369 | 1,195 |
Total | $ 1,741 | $ 818 | $ 3,484 | $ 1,209 |
LEASES, COMMITMENTS, AND CONT_6
LEASES, COMMITMENTS, AND CONTINGENCIES - Schedule of Other Information Related to Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating cash flows (operating leases) | $ 2,763 | $ 551 |
Financing cash flows (finance leases) | $ 60 | $ 110 |
LEASES, COMMITMENTS, AND CONT_7
LEASES, COMMITMENTS, AND CONTINGENCIES - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) | Jun. 30, 2024 | Dec. 31, 2023 |
Operating | ||
Weighted average remaining lease term (years) | 10 years 3 months 18 days | 10 years 7 months 6 days |
Weighted average discount rate | 7.50% | 7.50% |
Financing | ||
Weighted average remaining lease term (years) | 1 year 3 months 18 days | 1 year 3 months 18 days |
Weighted average discount rate | 10.60% | 9.80% |
LEASES, COMMITMENTS, AND CONT_8
LEASES, COMMITMENTS, AND CONTINGENCIES - Schedule of Future Minimum Rental Payments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Operating | ||
Remainder of 2024 | $ 2,497 | |
2025 | 5,433 | |
2026 | 5,047 | |
2027 | 5,045 | |
2028 | 5,081 | |
2029 | 4,905 | |
Thereafter | 25,316 | |
Operating lease, liability, to be paid | 53,324 | |
Less: interest | (16,638) | |
Total | 36,686 | |
Current portion | 3,862 | $ 5,927 |
Noncurrent portion | 32,824 | 17,025 |
Financing | ||
Remainder of 2024 | 120 | |
2025 | 120 | |
2026 | 0 | |
2027 | 0 | |
2028 | 0 | |
2029 | 0 | |
Thereafter | 0 | |
Finance lease, liability, to be paid | 240 | |
Less: interest | (16) | |
Total | 224 | |
Current portion | 105 | 187 |
Noncurrent portion | 119 | $ 113 |
Total | ||
Remainder of 2024 | 2,617 | |
2025 | 5,553 | |
2026 | 5,047 | |
2027 | 5,045 | |
2028 | 5,081 | |
2029 | 4,905 | |
Thereafter | 25,316 | |
Operating and finance lease, liability, to be paid | 53,564 | |
Less: interest | (16,654) | |
Total | 36,910 | |
Current portion | 3,967 | |
Noncurrent portion | $ 32,943 |
ROYALTY LIABILITY - RELATED P_3
ROYALTY LIABILITY - RELATED PARTIES - Narrative (Details) | 6 Months Ended | |
Jun. 30, 2024 USD ($) | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | ||
Unpaid royalty payments | $ 600,000 | |
Management | Measurement Input, Discount Rate | ||
Related Party Transaction [Line Items] | ||
Royalty liability, measurement input | 0.217 | 0.217 |
Management | 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 |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Accrued Royalties [Roll Forward] | ||||
Beginning balance | $ 165,252 | |||
Interest expense recognized | $ 8,749 | $ 2,617 | 17,078 | $ 2,617 |
Ending balance | 182,330 | 182,330 | ||
Management | ||||
Accrued Royalties [Roll Forward] | ||||
Beginning balance | 165,252 | |||
Interest expense recognized | 17,078 | |||
Ending balance | $ 182,330 | $ 182,330 |
SUPPLEMENTAL INFORMATION - Sche
SUPPLEMENTAL INFORMATION - Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Stock-based compensation expense: | ||||
Total | $ 2,815 | $ 5,014 | $ 5,343 | $ 5,842 |
Research and development | ||||
Stock-based compensation expense: | ||||
Total | 779 | 2,494 | 1,660 | 2,678 |
Selling, general, and administrative | ||||
Stock-based compensation expense: | ||||
Total | $ 2,036 | $ 2,520 | $ 3,683 | $ 3,164 |
SUPPLEMENTAL INFORMATION - Sc_2
SUPPLEMENTAL INFORMATION - Schedule of Supplemental Cash Flows Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Interest paid | $ 69 | $ 21 |
Non-cash transactions not reported in the consolidated statement of cash flows | ||
Property, plant, and equipment acquired through assuming liabilities | 276 | 307 |
Unpaid stock offering costs included in stockholders’ equity | 12 | 0 |
Shares issued for consideration in the merger with Cibus Global | 0 | 634,751 |
Forgiveness of interim funding resulting from merger with Cibus Global | 0 | 2,500 |
Establishment of operating lease right-of-use assets and associated operating lease liabilities | $ 16,491 | $ 28 |
COLLABORATION AGREEMENT (Detail
COLLABORATION AGREEMENT (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||||
Deferred revenue for upfront payments | $ 1,623 | $ 1,210 | $ 1,547 | $ 107 |
COLLABORATION AGREEMENT - Sched
COLLABORATION AGREEMENT - Schedule of Revenue Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Total revenue | $ 838 | $ 197 | $ 1,383 | $ 239 |
Proctor & Gamble | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Total revenue | $ 619 | $ 87 | $ 791 | $ 87 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details) - Cellectis - Related Party - Lease Guarantee - USD ($) | 1 Months Ended | |
Oct. 31, 2022 | Jun. 30, 2024 | |
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% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - At-The-Market Offering $ in Millions | 6 Months Ended |
Jun. 30, 2024 USD ($) shares | |
Subsequent Event [Line Items] | |
Number of shares issued in transaction (in shares) | shares | 927,326 |
Net proceeds on issuance of common stock | $ | $ 16.5 |