Cibus Inc 2025年度报告

FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025; or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period from_________to_________ Commission file number 001-38161 Cibus, Inc. (Exact name of registrant as specified in its charter) 27-1967997 (I.R.S. EmployerIdentification No.) 6455 Nancy Ridge DriveSan Diego, CA92121(Address of principal executive offices)(Zip Code) (858) 450-0008(Registrant’s telephone number, including area code) Table of Contents 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.YesoNox Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was requiredto 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 besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant 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, asmaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “acceleratedfiler,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filero Non-accelerated filerx Smaller reporting companyx If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theExchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public 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 ofthe registrant 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 ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant 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 June 30, 2025, the lastbusiness day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of shares ofClass A Common Stock held by non-affiliates of the registrant was 47,156,698 based upon the closing sale price of theregistrant’s Class A Common Stock of $1.38 on such date. Table of Contents As of March 10, 2026, there were 69,196,122 shares of the registrant’s Class A Common Stock, $0.0001 par value pershare (Class A Common Stock) (excluding 71,652 restricted shares of Class A Common Stock, which remain subject tovesting), and no shares 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 incorporatedherein by reference from the registrant’s definitive proxy statement relating to the registrant’s Annual Meeting ofStockholders to be held in 2026, which definitive proxy statement shall be filed with the Securities and ExchangeCommission not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. Table of Contents Table of Contents Part I4Item 1. Business4Item 1.A. Risk Factors26Item 1.B. Unresolved Staff Comments44Item 1.C. Cybersecurity44Item 2. Properties45Item 3. Legal Proceedings45Item 4. Mine Safety Disclosures46Part II47Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities47Item 6. [Reserved]47Item 7. M