Cibus, Inc. Income Taxes Disclosure

INCOME TAXES
The components of loss before income taxes are as follows:

						Years Ended December 31,
In Thousands						2025						2024
United States loss before income taxes						$	(132,354)					$	(280,080)
Foreign income (loss) before income taxes						182						(2,604)
Loss before income taxes						$	(132,172)					$	(282,684)

Income tax provision for the years ended December 31, 2025, and 2024, consist of the following:

						Years Ended December 31,
In Thousands						2025						2024
Current:
Federal						$	—					$	—
State						—						—
Foreign						(29)						(29)
Total current						(29)						(29)
Deferred:
Federal						—						—
State						—						—
Foreign						—						—
Total deferred						—						—
Total income tax expense						$	(29)					$	(29)

Since the Company’s formation, the Company has raised capital through the issuance of capital stock, which on its own or combined with the purchasing stockholders’ subsequent disposition of those shares, may have resulted in such an ownership change, or could result in an ownership change.

Upon the occurrence of an ownership change under Section 382 as outlined above, utilization of the Company’s NOLs and R&D credit carryforwards are subject to an annual limitation, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, which could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the NOLs or R&D credit carryforwards before utilization. The Company has completed an analysis through December 31, 2023, and it was determined that the Company experienced an IRC 382 cumulative shift as of May 31, 2023, as a result of the merger with Cibus Global. The Company has reduced tax attributes by $8.5 million which represents the amount estimated to expire unused based on the IRC 382 limitation.

The Company completed an additional analysis through December 31, 2025, to determine if any additional cumulative shifts have occurred and concluded no Section 382 ownership change was identified in 2025. For financial statement purposes, the Company has included the federal and state NOLs and R&D credit in the schedule of deferred tax assets offset with a full valuation allowance. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created as a result of the additional analysis for 2025, will not impact the Company’s effective tax rate in the future.

The gross unrecognized tax benefits activity is as follows:

In Thousands						Gross Unrecognized Tax Benefits
Balance as of December 31, 2023						$	1,906
Increases related to current year positions						343
Decreases related to prior year positions						(423)
Decreases related to IRC §382						(946)
Balance as of December 31, 2024						880
Increases related to current year positions						329
Decreases related to prior year positions						(105)
Balance as of December 31, 2025						$	1,104

The Company is subject to federal income taxes in the United States as well as various state and local jurisdictions, the United Kingdom, Netherlands, and Canada. The Company has reviewed its tax positions and concluded that no liability for uncertain tax positions is required as of December 31, 2025. The Company will classify any future interest and penalties as a component of income tax expense if incurred.

The unrecognized tax benefit amounts are reflected in the determination of the Company’s deferred tax assets. If recognized, none of these amounts would affect the Company’s effective tax rate, since it would be offset by a corresponding adjustment to the deferred tax asset valuation allowance. The Company’s major taxing jurisdictions are in the United States, at both the federal and state levels, the United Kingdom, Netherlands, and Canada. The number of years open for examination varies depending on the tax jurisdiction but are generally from three to five years.

The Company has recorded a full valuation allowance against its net deferred tax assets as the realizability of the tax benefit is not at the more likely than not threshold. Since the benefit has not been recorded, the Company determined that the TRA liability is not probable and therefore no TRA liability existed as of December 31, 2025.