Cibus (CBUS) risk factors, FY2024 10-K

Risks Related to Cibus’ Business and Operations

1. 01Cibus has incurred significant losses and anticipates that it will continue to incur significant losses for several years
2. 02As of December 31, 2024, Cibus had $14.4 million of cash and cash equivalents. Current liabilities were $19.9 million as of December 31, 2024
3. 03the granting of licenses on terms that are not favorable to the Company, or (vi) have a material adverse effect on the market price of the Class A Common Stock
4. 04The markets in which Cibus operates are highly competitive, and Cibus faces significant competition in its business
5. 05The Company’s Restructuring Initiative may result in operational and strategic challenges
6. 06Cibus’ success depends, in part, on its ability to effectively estimate future demand
7. 07Cibus’ business activities are currently conducted at a limited number of locations, and damage or business disruptions at these locations would have an adverse effect on its business
8. 08The development and advancement of Cibus’ gene edited trait products entail substantial R&D efforts using complex technology platforms, such as its RTDS. These development efforts require significant investments, including expenses relating to laboratory infrastructure as well as greenhouse and field testing
9. 09Cibus intends to license the intellectual property produced through its gene editing technologies to third parties for use in their products and will be dependent on them to successfully commercialize such products
10. 10Customer relationships that Cibus establishes may not result in revenue generating commercial contracts
11. 11Any partnerships that Cibus may enter into in the future may not be successful
12. 12If ongoing or future field trials are unsuccessful, Cibus may be unable to complete the development of productivity trait candidates on a timely basis or at all
13. 13Cibus relies on third parties to conduct, monitor, support, and oversee field trials, and any performance issues by them may impact Cibus’ ability to successfully commercialize products or license traits
14. 14Cibus may lack the necessary expertise, personnel, and resources to effectively license its priority productivity trait products
15. 15Interruptions in the production or transportation of parent seeds could adversely affect Cibus’ operations and profitability
16. 16Cibus’ products may not achieve commercial success quickly or at all
17. 17The ability of Cibus’ licensees to successfully commercialize products containing Cibus’ intellectual property depends, in part, on public understanding and acceptance of gene editing
18. 18Cibus’ financial statements include goodwill as a result of the Merger Transactions. Goodwill could become impaired in the future under certain conditions, and any such impairment may significantly impact Cibus’ results of operations and financial condition
19. 19was impaired by $181.4 million, which was recorded during the third quarter of 2024 in the accompanying consolidated statements of operations

Risks Related to the Agriculture Industry

1. 20Cibus’ estimates and forecasts with respect to total acres, accessible acres, trait fees, and assumptions regarding Cibus’ trait penetration rates and potential market share may prove to be inaccurate
2. 21The overall agricultural industry is susceptible to commodity and raw material price changes
3. 22Adverse weather and environmental conditions and natural disasters can cause significant costs and losses
4. 23contribute to unpredictable shifts in the average growing season and types of crops produced. Unfavorable growing conditions can reduce both crop size and quality
5. 24The agricultural industry is highly seasonal, which may cause Cibus’ sales and operating results to fluctuate significantly

Risks Related to Regulatory and Legal Matters

1. 25Regulatory requirements in certain jurisdictions for gene edited products are evolving, and adverse regulatory changes could have a significant negative impact on Cibus’ ability to develop and commercialize its product candidates
2. 26Potential changes in regulatory frameworks that would be beneficial to Cibus may not come to fruition or may have features that are not advantageous to Cibus
3. 27The regulatory environment varies greatly from region-to-region and in many countries is less developed than in the United States and the European Union
4. 28Products containing Cibus’ productivity traits may be subject to enhanced regulation
5. 29Cibus uses hazardous chemicals and biological materials in its business. Compliance with environmental, health, and safety laws and regulations, and any claims relating to improper handling, storage, or disposal of these materials could be time consuming and costly
6. 30Cibus is subject to governmental export and import controls that could impair its ability to compete in international markets due to licensing requirements and subject Cibus to liability if it is not in compliance with applicable laws

Risks Related to Intellectual Property

1. 31Cibus’ ability to compete may decline if it does not adequately protect its intellectual property proprietary rights
2. 32Patents and patent applications involve highly complex legal and factual questions, which, if determined adversely to Cibus, could negatively impact its competitive position
3. 33Cibus will not seek to protect its intellectual property rights in all jurisdictions throughout the world and Cibus may not be able to adequately enforce its intellectual property rights even in the jurisdictions where Cibus seeks protection
4. 34Such disclosure could have a material adverse effect on Cibus’ business. Moreover, Cibus’ ability to protect and enforce its intellectual property rights may be adversely affected by unforeseen changes in foreign intellectual property laws
5. 35Third parties may assert rights to inventions Cibus develops or otherwise regards as its own
6. 36Cibus may not identify relevant third party patents or may incorrectly interpret the relevance, scope, or expiration of a third party patent which might adversely affect Cibus’ ability to develop and market its products or productivity trait or sustainable ingredient candidates
7. 37Cibus may be unsuccessful in licensing or acquiring intellectual property from third parties that may be required to develop and commercialize Cibus’ products or productivity trait or sustainable ingredient candidates
8. 38If Cibus fails to comply with its obligations in the agreements under which Cibus licenses intellectual property rights from third parties or otherwise experience disruptions to its business relationships with its licensors, Cibus could lose license rights that are important to its business
9. 39Some of the licenses Cibus may grant to its licensing partners to use Cibus’ proprietary genes in certain crops may be exclusive within certain jurisdictions, which could limit Cibus’ licensing opportunities
10. 40Cibus is, or may become, party to agreements, including licensing agreements and its Warrant Exchange Agreement (as defined herein), that require Cibus to remit royalty payments and other payments related to its owned or licensed intellectual property

Risks Related to Cibus’ Organization and Operations

1. 41Cibus’ headcount reductions and other cost reduction measures may result in operational and strategic challenges
2. 42Cibus’ Royalty Liability may contribute to net losses for Cibus and cause the value for securities of Cibus to fluctuate
3. 43Cibus depends on key management personnel and attracting and retaining other qualified personnel, and its business could be harmed if Cibus loses key management personnel or cannot attract and retain other qualified personnel
4. 44Cibus’ internal computer systems, or those of its third party contractors or consultants, may fail or suffer security breaches, which could result in a material disruption of Cibus’ operations

Risks Related to Cibus’ Common Stock

1. 45The market price of the Class A Common Stock has been and could remain volatile, and the market price of the Class A Common Stock may drop
2. 46Provisions in the Amended Certificate of Incorporation and Amended Bylaws and provisions under Delaware Law could make an acquisition of Cibus, which may be beneficial to its stockholders, more difficult and may prevent attempts by its stockholders to replace or remove its management
3. 47Cibus may issue shares of preferred stock in the future, which could make it difficult for another company to acquire Cibus or could otherwise adversely affect holders of its Class A Common Stock, which could depress the price of the Class A Common Stock
4. 48Cibus’ executive officers, directors, and principal stockholders have the ability to control or significantly influence all matters submitted to its stockholders for approval
5. 49The United States net operating loss carryforwards and certain other tax attributes of Cibus may be subject to limitations

Risks Related to the Organizational Structure of Cibus

1. 50Cibus is a holding company and its only material asset is its interest in Cibus Global, and it is accordingly dependent upon distributions from Cibus Global to pay taxes, make payments under the Tax Receivable Agreement, and cover its corporate and other overhead expenses
2. 51In certain circumstances, Cibus Global is required to make distributions to Cibus and the other holders of Cibus Common Units, and the distributions that Cibus Global will be required to make may be substantial
3. 52Cibus is required to make payments to the TRA Parties pursuant to the Tax Receivable Agreement for certain tax benefits Cibus may receive and the amounts payable may be substantial
4. 53In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits Cibus realizes in respect of the tax attributes subject to the Tax Receivable Agreement
5. 54In certain cases, the holders of Class B Common Stock have the sole power to approve a reorganization of Cibus, resulting in Cibus no longer being structured as an umbrella partnership C corporation
6. 55In the event that Cibus’ payment obligations under the Tax Receivable Agreement are accelerated upon certain mergers, other forms of business combinations or other changes of control, the consideration payable to holders of Class A Common Stock could be substantially reduced
7. 56Cibus will not be reimbursed for any payments made under the Tax Receivable Agreement in the event that any tax benefits are subsequently disallowed