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LEASES, COMMITMENTS, AND CONTINGENCIES

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

LEASES, COMMITMENTS, AND CONTINGENCIES

LEASES, COMMITMENTS, AND CONTINGENCIES

Leases

The Company's financing lease ROU assets are included in other non-current assets in the condensed consolidated balance sheets.

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

						As of September 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						13.6						$	12,724					14.3						$	13,117
San Diego, California laboratory lease						0.9						1,909						1.7						3,377
San Diego, California headquarters lease						8.5						18,126						1.4						3,178
San Diego, California greenhouse lease						3.9						1,274						4.7						1,475
Other leases						< 1.0 - 3.0						399						< 1.0 - 3.0						538
Total												$	34,432											$	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.

The Company's headquarters are located in San Diego, California where it leases its headquarters facility, which includes office and laboratory space, and it has a trait development facility for editing plants with terms that expire in March 2033 and August 2025, respectively. In June 2024, the headquarters facility lease term was extended until March 2033. The headquarters facility lease includes one option to extend the lease that the Company is not reasonably certain to exercise at the lease commencement; therefore, the

extension term is not recognized in the calculation of the lease liability. The Company had one option to extend the trait development facility lease for one year, but will terminate the lease in August 2025. As the Company was not reasonably certain to exercise this option at lease commencement, the option was not recognized as part of the associated operating lease ROU asset or lease liability.

Additionally, the Company has certain leases for greenhouse and warehouse facilities, with terms that expire in August 2028 and August 2026, respectively. The Company had one option to extend the term of the greenhouse lease, for five years, and executed this right with an amended lease agreement beginning in September 2023 and expiring at the end of August 2028. There are no other options to extend this lease. The Company has one option to extend the warehouse lease for five years. However, 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.

Certain leases include rent abatement, rent escalations, tenant improvement allowances, and additional charges for common area maintenance and other costs. The Company is required to pay base rent expense as well as its proportionate share of the facilities operating expenses. The non-lease components, consisting primarily of common area maintenance, are paid separately based on actual costs incurred. Therefore, the variable non-lease components were not included in the operating lease ROU assets or lease liabilities and are reflected as expense in the period incurred.

The components of lease expense were as follows:

						Three Months Ended September 30,												Nine Months Ended September 30,
In Thousands						2024						2023						2024						2023
Finance lease costs						$	30					$	65					$	145					$	79
Operating lease costs						1,839						1,635						5,208						2,830
Total						$	1,869					$	1,700					$	5,353					$	2,909

Operating lease costs for short-term leases was not material for the three and nine months ended September 30, 2024, or 2023.

Supplemental cash flow information related to leases was as follows:

												Nine Months Ended September 30,
In Thousands																		2024						2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows (operating leases)																		$	3,448					$	1,848
Financing cash flows (finance leases)																		$	174					$	242

Supplemental balance sheet information related to leases was as follows:

						As of September 30, 2024												As of December 31, 2023
						Operating						Financing						Operating						Financing
Weighted average remaining lease term (years)						10.1						1.0						10.6						1.3
Weighted average discount rate						7.5		%				10.6		%				7.5		%				9.8		%

As of September 30, 2024, future minimum payments under operating and finance leases were as follows:

In Thousands						Operating						Financing						Total
Remainder of 2024						$	1,146					$	—					$	1,146
2025						5,433						120						5,553
2026						5,046						—						5,046
2027						5,045						—						5,045
2028						5,081						—						5,081
2029						4,905						—						4,905
Thereafter						25,316						—						25,316
						51,972						120						52,092
Less: interest						(15,971)						(10)						(15,981)
Total						$	36,001					$	110					$	36,111
Current portion						4,150						110						4,260
Noncurrent portion						$	31,851					$	—					$	31,851

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 September 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.

This obligation is contingent upon the Cibus Non-Profit Foundation obtaining and maintaining its status as a 501(c)(3) charitable organization, although such registration has not yet been achieved. The Cibus Non-Profit Foundation must use all donations received consistent with its mission statement: to drive sustainable agriculture and sustainable agricultural communities in the developing world. Accordingly, as of September 30, 2024, the Company had not recorded a liability related to its obligations to the Cibus Non-Profit Foundation within the accompanying condensed consolidated financial statements.

Litigation and Claims

The Company is not currently a party to any material pending legal proceeding.

LEASES, COMMITMENTS, AND CONTINGENCIES

LEASES, COMMITMENTS, AND CONTINGENCIES

Leases

The Company's financing lease ROU assets are included in other non-current assets in the condensed consolidated balance sheets.

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

						As of September 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						13.6						$	12,724					14.3						$	13,117
San Diego, California laboratory lease						0.9						1,909						1.7						3,377
San Diego, California headquarters lease						8.5						18,126						1.4						3,178
San Diego, California greenhouse lease						3.9						1,274						4.7						1,475
Other leases						< 1.0 - 3.0						399						< 1.0 - 3.0						538
Total												$	34,432											$	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.

The Company's headquarters are located in San Diego, California where it leases its headquarters facility, which includes office and laboratory space, and it has a trait development facility for editing plants with terms that expire in March 2033 and August 2025, respectively. In June 2024, the headquarters facility lease term was extended until March 2033. The headquarters facility lease includes one option to extend the lease that the Company is not reasonably certain to exercise at the lease commencement; therefore, the

extension term is not recognized in the calculation of the lease liability. The Company had one option to extend the trait development facility lease for one year, but will terminate the lease in August 2025. As the Company was not reasonably certain to exercise this option at lease commencement, the option was not recognized as part of the associated operating lease ROU asset or lease liability.

Additionally, the Company has certain leases for greenhouse and warehouse facilities, with terms that expire in August 2028 and August 2026, respectively. The Company had one option to extend the term of the greenhouse lease, for five years, and executed this right with an amended lease agreement beginning in September 2023 and expiring at the end of August 2028. There are no other options to extend this lease. The Company has one option to extend the warehouse lease for five years. However, 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.

Certain leases include rent abatement, rent escalations, tenant improvement allowances, and additional charges for common area maintenance and other costs. The Company is required to pay base rent expense as well as its proportionate share of the facilities operating expenses. The non-lease components, consisting primarily of common area maintenance, are paid separately based on actual costs incurred. Therefore, the variable non-lease components were not included in the operating lease ROU assets or lease liabilities and are reflected as expense in the period incurred.

The components of lease expense were as follows:

						Three Months Ended September 30,												Nine Months Ended September 30,
In Thousands						2024						2023						2024						2023
Finance lease costs						$	30					$	65					$	145					$	79
Operating lease costs						1,839						1,635						5,208						2,830
Total						$	1,869					$	1,700					$	5,353					$	2,909

Operating lease costs for short-term leases was not material for the three and nine months ended September 30, 2024, or 2023.

Supplemental cash flow information related to leases was as follows:

												Nine Months Ended September 30,
In Thousands																		2024						2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows (operating leases)																		$	3,448					$	1,848
Financing cash flows (finance leases)																		$	174					$	242

Supplemental balance sheet information related to leases was as follows:

						As of September 30, 2024												As of December 31, 2023
						Operating						Financing						Operating						Financing
Weighted average remaining lease term (years)						10.1						1.0						10.6						1.3
Weighted average discount rate						7.5		%				10.6		%				7.5		%				9.8		%

As of September 30, 2024, future minimum payments under operating and finance leases were as follows:

In Thousands						Operating						Financing						Total
Remainder of 2024						$	1,146					$	—					$	1,146
2025						5,433						120						5,553
2026						5,046						—						5,046
2027						5,045						—						5,045
2028						5,081						—						5,081
2029						4,905						—						4,905
Thereafter						25,316						—						25,316
						51,972						120						52,092
Less: interest						(15,971)						(10)						(15,981)
Total						$	36,001					$	110					$	36,111
Current portion						4,150						110						4,260
Noncurrent portion						$	31,851					$	—					$	31,851

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 September 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.

This obligation is contingent upon the Cibus Non-Profit Foundation obtaining and maintaining its status as a 501(c)(3) charitable organization, although such registration has not yet been achieved. The Cibus Non-Profit Foundation must use all donations received consistent with its mission statement: to drive sustainable agriculture and sustainable agricultural communities in the developing world. Accordingly, as of September 30, 2024, the Company had not recorded a liability related to its obligations to the Cibus Non-Profit Foundation within the accompanying condensed consolidated financial statements.

Litigation and Claims

The Company is not currently a party to any material pending legal proceeding.

LEASES, COMMITMENTS, AND CONTINGENCIES

LEASES, COMMITMENTS, AND CONTINGENCIES

Leases

The Company's financing lease ROU assets are included in other non-current assets in the condensed consolidated balance sheets.

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

						As of September 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						13.6						$	12,724					14.3						$	13,117
San Diego, California laboratory lease						0.9						1,909						1.7						3,377
San Diego, California headquarters lease						8.5						18,126						1.4						3,178
San Diego, California greenhouse lease						3.9						1,274						4.7						1,475
Other leases						< 1.0 - 3.0						399						< 1.0 - 3.0						538
Total												$	34,432											$	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.

The Company's headquarters are located in San Diego, California where it leases its headquarters facility, which includes office and laboratory space, and it has a trait development facility for editing plants with terms that expire in March 2033 and August 2025, respectively. In June 2024, the headquarters facility lease term was extended until March 2033. The headquarters facility lease includes one option to extend the lease that the Company is not reasonably certain to exercise at the lease commencement; therefore, the

extension term is not recognized in the calculation of the lease liability. The Company had one option to extend the trait development facility lease for one year, but will terminate the lease in August 2025. As the Company was not reasonably certain to exercise this option at lease commencement, the option was not recognized as part of the associated operating lease ROU asset or lease liability.

Additionally, the Company has certain leases for greenhouse and warehouse facilities, with terms that expire in August 2028 and August 2026, respectively. The Company had one option to extend the term of the greenhouse lease, for five years, and executed this right with an amended lease agreement beginning in September 2023 and expiring at the end of August 2028. There are no other options to extend this lease. The Company has one option to extend the warehouse lease for five years. However, 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.

Certain leases include rent abatement, rent escalations, tenant improvement allowances, and additional charges for common area maintenance and other costs. The Company is required to pay base rent expense as well as its proportionate share of the facilities operating expenses. The non-lease components, consisting primarily of common area maintenance, are paid separately based on actual costs incurred. Therefore, the variable non-lease components were not included in the operating lease ROU assets or lease liabilities and are reflected as expense in the period incurred.

The components of lease expense were as follows:

						Three Months Ended September 30,												Nine Months Ended September 30,
In Thousands						2024						2023						2024						2023
Finance lease costs						$	30					$	65					$	145					$	79
Operating lease costs						1,839						1,635						5,208						2,830
Total						$	1,869					$	1,700					$	5,353					$	2,909

Operating lease costs for short-term leases was not material for the three and nine months ended September 30, 2024, or 2023.

Supplemental cash flow information related to leases was as follows:

												Nine Months Ended September 30,
In Thousands																		2024						2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows (operating leases)																		$	3,448					$	1,848
Financing cash flows (finance leases)																		$	174					$	242

Supplemental balance sheet information related to leases was as follows:

						As of September 30, 2024												As of December 31, 2023
						Operating						Financing						Operating						Financing
Weighted average remaining lease term (years)						10.1						1.0						10.6						1.3
Weighted average discount rate						7.5		%				10.6		%				7.5		%				9.8		%

As of September 30, 2024, future minimum payments under operating and finance leases were as follows:

In Thousands						Operating						Financing						Total
Remainder of 2024						$	1,146					$	—					$	1,146
2025						5,433						120						5,553
2026						5,046						—						5,046
2027						5,045						—						5,045
2028						5,081						—						5,081
2029						4,905						—						4,905
Thereafter						25,316						—						25,316
						51,972						120						52,092
Less: interest						(15,971)						(10)						(15,981)
Total						$	36,001					$	110					$	36,111
Current portion						4,150						110						4,260
Noncurrent portion						$	31,851					$	—					$	31,851

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 September 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.

This obligation is contingent upon the Cibus Non-Profit Foundation obtaining and maintaining its status as a 501(c)(3) charitable organization, although such registration has not yet been achieved. The Cibus Non-Profit Foundation must use all donations received consistent with its mission statement: to drive sustainable agriculture and sustainable agricultural communities in the developing world. Accordingly, as of September 30, 2024, the Company had not recorded a liability related to its obligations to the Cibus Non-Profit Foundation within the accompanying condensed consolidated financial statements.

Litigation and Claims

The Company is not currently a party to any material pending legal proceeding.

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