Cibus, Inc.CBUS
Cibus, Inc. Fair Value Disclosure
FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUEFinancial 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.
The Company’s policy is to recognize transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. There were no transfers into or out of Level 3 during the years ended December 31, 2025, and 2024.
Financial Instruments Required to be Carried at Fair Value
The Company’s financial instruments measured at fair value and their respective levels in the fair value hierarchy as of December 31, 2025, and December 31, 2024, were as follows:
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(1) Included in cash and cash equivalents on the accompanying consolidated balance sheets.
The following table summarizes the Common Warrants activity for the years ended December 31, 2025, and 2024:
In January 2025, as a result of the Warrant Amendment Agreement, the Company reclassified the fair value of 1,100,000 2024 Common Warrants of $1.6 million from Class A common stock warrants liability to a component of stockholders’ equity within additional paid-in capital in the accompanying consolidated balance sheets. The change in fair value of the Class A common stock warrants liability related to these 2024 Common Warrants of $0.3 million between December 31, 2024, and January 24, 2025, is reflected in non-operating income, net in the Company’s consolidated statements of operations for the year ended December 31, 2025.
Furthermore, as a result of the Company obtaining the requisite approval from its stockholders on May 22, 2025, with respect to those 2024 Common Warrants held by Mr. Riggs, the Company reclassified the fair value of 98,040 2024 Common Warrants of $0.1 million from Class A common stock warrants liability to a component of stockholders’ equity within additional paid-in capital in the accompanying consolidated balance sheets. The change in fair value of the Class A common stock warrants liability related to these 2024 Common Warrants of $0.1 million between March 31, 2025, and May 23, 2025, is reflected in non-operating income, net in the Company’s consolidated statements of operations for the year ended December 31, 2025.
The Company estimates the fair value of the liability classified Common Warrants as of the date of issuance and at the end of every reporting period using a Black-Scholes option pricing model, which requires it to make assumptions regarding future stock price volatility and dividend yield. The Company estimates the risk-free interest rate based on the United States Treasury zero-coupon yield curve for the remaining life of the Common Warrants. Prior to the fourth quarter of 2024, the Company estimated its future stock price volatility using a weighted average historical volatility which took into consideration the Company’s historical volatility and historical volatility from a group of guideline companies, over the remaining life of the Common Warrants. Beginning in the fourth quarter of 2024, the Company began using its own historical stock price volatility, over the remaining life of the Common Warrants. The Company does not pay dividends and does not expect to pay dividends in the foreseeable future.
The estimated fair values of the Common Warrants, and the assumptions used for the Black-Scholes option pricing model were as follows:
The estimated fair values of the 2024 Common Warrants on the January 2025 and May 2025 reclassification dates, and the assumptions used for the Black-Scholes option pricing model were as follows:
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(1) The May 23, 2025 Modification represents the 98,040 2024 Common Warrants held by Mr. Riggs, which were amended on May 23, 2025. The stock price immediately prior to the May 2025 Modification was $2.72 per share of Class A Common Stock.
(2) For the January 2025 Modifications, the $1.34 fair value per share represents the 550,000 2024 Common Warrants amended of one holder on January 22, 2025, and the $1.55 fair value per share represents 550,000 2024 Common Warrants of eight holders amended on January 24, 2025. The stock price immediately prior to the January 2025 Modifications was $2.31 per share of Class A Common Stock and $2.60 per share of Class A Common Stock, respectively.
As of December 31, 2025, and 2024, the Company had no other financial instruments measured at fair value.
Non-Recurring Fair Value Measurements
In the fourth quarter of 2025, the Company began to wind-down operations at its Roseville, Minnesota facility and the Company took substantive steps to sublease the facility. Due to potential future sublease income, the Company concluded the operating lease ROU asset and leasehold improvements represented a distinct asset group. The Company concluded the carrying value of the asset group was not recoverable and performed a discounted cash flow of estimated sublease income that included assumptions such as the market rate and timing of sublease income, and discount rate of 8.75 percent which are level 3 inputs in the fair value hierarchy. As a result, the Company concluded the fair value of the asset group was $4.5 million and recorded an impairment of $7.8 million. The Company also evaluated certain buildings, office furniture and equipment, and computer equipment and software at the Roseville, Minnesota facility and recorded an impairment charge of $1.3 million for the year ended December 31, 2025. The total long-lived asset impairment of $9.1 million was recorded in the accompanying consolidated statements of operations.
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.
The Company’s policy is to recognize transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. There were no transfers into or out of Level 3 during the years ended December 31, 2025, and 2024.
Financial Instruments Required to be Carried at Fair Value
The Company’s financial instruments measured at fair value and their respective levels in the fair value hierarchy as of December 31, 2025, and December 31, 2024, were as follows:
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 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) | $ | — | $ | — | $ | — | $ | — | $ | 1,058 | $ | — | $ | — | $ | 1,058 | ||||||||||||||||||||||||||||||||||
| Total | $ | — | $ | — | $ | — | $ | — | $ | 1,058 | $ | — | $ | — | $ | 1,058 | ||||||||||||||||||||||||||||||||||
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(1) Included in cash and cash equivalents on the accompanying consolidated balance sheets.
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 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 | $ | — | $ | — | $ | 79 | $ | 79 | $ | — | $ | — | $ | 2,268 | $ | 2,268 | ||||||||||||||||||||||||||||||||||
| Total | $ | — | $ | — | $ | 79 | $ | 79 | $ | — | $ | — | $ | 2,268 | $ | 2,268 | ||||||||||||||||||||||||||||||||||
The following table summarizes the Common Warrants activity for the years ended December 31, 2025, and 2024:
| In Thousands | Level 3 Fair Value of Liabilities | |||||||
| Balance as of December 31, 2023 | $ | 1,418 | ||||||
| Issued | 10,151 | |||||||
| Change in fair value | (9,301) | |||||||
| Balance as of December 31, 2024 | 2,268 | |||||||
| Reclassified to stockholders’ equity | (1,742) | |||||||
| Change in fair value | (447) | |||||||
| Balance as of December 31, 2025 | $ | 79 | ||||||
In January 2025, as a result of the Warrant Amendment Agreement, the Company reclassified the fair value of 1,100,000 2024 Common Warrants of $1.6 million from Class A common stock warrants liability to a component of stockholders’ equity within additional paid-in capital in the accompanying consolidated balance sheets. The change in fair value of the Class A common stock warrants liability related to these 2024 Common Warrants of $0.3 million between December 31, 2024, and January 24, 2025, is reflected in non-operating income, net in the Company’s consolidated statements of operations for the year ended December 31, 2025.
Furthermore, as a result of the Company obtaining the requisite approval from its stockholders on May 22, 2025, with respect to those 2024 Common Warrants held by Mr. Riggs, the Company reclassified the fair value of 98,040 2024 Common Warrants of $0.1 million from Class A common stock warrants liability to a component of stockholders’ equity within additional paid-in capital in the accompanying consolidated balance sheets. The change in fair value of the Class A common stock warrants liability related to these 2024 Common Warrants of $0.1 million between March 31, 2025, and May 23, 2025, is reflected in non-operating income, net in the Company’s consolidated statements of operations for the year ended December 31, 2025.
The Company estimates the fair value of the liability classified Common Warrants as of the date of issuance and at the end of every reporting period using a Black-Scholes option pricing model, which requires it to make assumptions regarding future stock price volatility and dividend yield. The Company estimates the risk-free interest rate based on the United States Treasury zero-coupon yield curve for the remaining life of the Common Warrants. Prior to the fourth quarter of 2024, the Company estimated its future stock price volatility using a weighted average historical volatility which took into consideration the Company’s historical volatility and historical volatility from a group of guideline companies, over the remaining life of the Common Warrants. Beginning in the fourth quarter of 2024, the Company began using its own historical stock price volatility, over the remaining life of the Common Warrants. The Company does not pay dividends and does not expect to pay dividends in the foreseeable future.
The estimated fair values of the Common Warrants, and the assumptions used for the Black-Scholes option pricing model were as follows:
| As of December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Estimated fair value of common warrants per share | $0.01 - $0.77 | $0.39 - $1.70 | |||||||||
| Assumptions: | |||||||||||
| Risk-free interest rate | 3.4% - 3.6% | 4.2% - 4.3% | |||||||||
| Expected volatility | 103.8% - 114.3% | 111.0% - 118.1% | |||||||||
| Expected term to liquidation (in years) | 1.6 - 3.5 | 2.6 - 4.5 | |||||||||
The estimated fair values of the 2024 Common Warrants on the January 2025 and May 2025 reclassification dates, and the assumptions used for the Black-Scholes option pricing model were as follows:
| May 2025 Modification | January 2025 Modifications | |||||||||||||
Estimated fair value of common warrants per share (1) (2) | $1.55 | $1.34 - $1.55 | ||||||||||||
| Assumptions: | ||||||||||||||
| Risk-free interest rate | 4.0 | % | 4.4 | % | ||||||||||
| Expected volatility | 111.9 | % | 111.4 | % | ||||||||||
| Expected term to liquidation (in years) | 4.1 | 4.4 | ||||||||||||
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(1) The May 23, 2025 Modification represents the 98,040 2024 Common Warrants held by Mr. Riggs, which were amended on May 23, 2025. The stock price immediately prior to the May 2025 Modification was $2.72 per share of Class A Common Stock.
(2) For the January 2025 Modifications, the $1.34 fair value per share represents the 550,000 2024 Common Warrants amended of one holder on January 22, 2025, and the $1.55 fair value per share represents 550,000 2024 Common Warrants of eight holders amended on January 24, 2025. The stock price immediately prior to the January 2025 Modifications was $2.31 per share of Class A Common Stock and $2.60 per share of Class A Common Stock, respectively.
As of December 31, 2025, and 2024, the Company had no other financial instruments measured at fair value.
Non-Recurring Fair Value Measurements
In the fourth quarter of 2025, the Company began to wind-down operations at its Roseville, Minnesota facility and the Company took substantive steps to sublease the facility. Due to potential future sublease income, the Company concluded the operating lease ROU asset and leasehold improvements represented a distinct asset group. The Company concluded the carrying value of the asset group was not recoverable and performed a discounted cash flow of estimated sublease income that included assumptions such as the market rate and timing of sublease income, and discount rate of 8.75 percent which are level 3 inputs in the fair value hierarchy. As a result, the Company concluded the fair value of the asset group was $4.5 million and recorded an impairment of $7.8 million. The Company also evaluated certain buildings, office furniture and equipment, and computer equipment and software at the Roseville, Minnesota facility and recorded an impairment charge of $1.3 million for the year ended December 31, 2025. The total long-lived asset impairment of $9.1 million was recorded in the accompanying consolidated statements of operations.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 17, 2026 | Showing above |
| 2024 | Mar 20, 2025 | |
| 2023 | Mar 21, 2024 | |
| 2021 | Mar 3, 2022 | |
| 2020 | Mar 4, 2021 | |
| 2019 | Mar 5, 2020 | |
| 2018 | Mar 12, 2019 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.