Cibus Inc 2024年度报告

FORM10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year endedDecember 31, 2024; or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period from_________to_________ Commission file number001-38161 Cibus, Inc. (Exact name of registrant as specified in its charter) 27-1967997 Delaware (I.R.S. EmployerIdentification No.) (State or other jurisdiction ofincorporation or organization) 6455 Nancy Ridge DriveSan Diego,CA (Address of principal executive offices) (858)450-0008(Registrant’s telephone number, including area code) N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesoNox Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesoNoxIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filero If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).oYesxNo Aggregate market value of the Class A Common Stock held by non-affiliates of the registrant: As of June28, 2024, the last businessday of the registrant’s most recently completed second fiscal quarter, the aggregate market value of shares of Class A Common Stockheld by non-affiliates of the registrant was $160,390,613based upon the closing sale price of the registrant’s Class A Common Stockof $9.85 on such date. As of March19, 2025, there were32,638,411shares of the registrant’s Class A Common Stock, $0.0001 par value per share (Class ACommon Stock) (excluding 211,615 restricted shares of Class A Common Stock, which remain subject to vesting), and1,712,373shares of the registrant’s Class B Common Stock, $0.0001 par value per share, outstanding.DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III of this Annual Report on Form 10-K, to the extent not set forth herein, is incorporated herein byreference from the registrant’s definitive proxy statement relating to the registrant’s Annual Meeting of Stockholders to be held in2025, which definitive proxy statement shall be filed with the Securities and Exchange Commission not later than 120 days after theend of the fiscal year covered by this Annual Report on Form 10-K. Table of Contents PART I 6Item 1. Business6Item 1.A. Risk Factors22Item 1.B. Unresolved Staff Comments43Item 1.C. Cybersecurity43Item 2. Properties43Item 3. Legal Proceedings44Item 4. Mine Safety Disclosures44PART II45Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities45Item 6. [Reserved]45Item 7. Management’s Discussion and Analysis of Financial