v3.25.3
STOCK-BASED COMPENSATION
 9 Months Ended
Sep. 30, 2025
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION
The Company uses broad-based stock plans to attract and retain highly qualified officers and employees and to help ensure that management’s interests are aligned with those of its shareholders. The Company has also granted equity-based awards to directors, non-employees, and certain employees of Cellectis, formerly the Company’s largest shareholder and parent company prior to the completion of the merger with Cibus Global.
In December 2014, the Company adopted the Calyxt, Inc. Equity Incentive Plan (2014 Plan), which allowed for the grant of stock options, and in June 2017, it adopted the Calyxt, Inc. 2017 Omnibus Plan (2017 Plan), which allowed for the grant of stock options, restricted stock units (RSUs), performance stock units (PSUs), and other types of equity awards. The name of the 2017 Plan was amended to reflect the name change of the Company to Cibus, Inc.

As of September 30, 2025, 2,903,794 shares were available for grant in the form of stock options, restricted stock, RSUs, and PSUs under the 2017 Plan. Stock-based awards currently outstanding also include awards granted under the 2014 Plan. No further awards are available for grant or will be granted under the 2014 Plan.

Stock Options

The weighted average fair value of stock options granted, and the assumptions used for the Black-Scholes option pricing model were as follows:

Nine Months Ended September 30,
20252024
Weighted average fair value of stock options granted$1.84 $11.59 
Assumptions:
Risk-free interest rate
3.6% - 4.1%
4.5%
Expected volatility
106.2% - 110.5%
99.8% - 102.5%
Expected term (in years)
5.3 - 6.0
5.0 - 5.5


Option strike prices are set at 100 percent or more of the closing share price on the date of grant and generally vest over three to four years following the grant date. Options generally expire 10 years after the date of grant.
Information on stock option activity is as follows:
 
Options
Exercisable
Weighted Average
Exercise
Price Per
Share
Options
Outstanding
Weighted Average
Exercise
Price Per
Share
Balance as of December 31, 2024127,267$316.92 572,264$75.44 
Granted—— 861,4262.23 
Vested116,2725.77 —— 
Exercised—— —— 
Expired(8,834)369.25 (8,834)369.25 
Forfeited—— (41,000)5.75 
Balance as of September 30, 2025234,705$160.81 1,383,856$30.05 
Stock-based compensation expense related to stock option awards is as follows:
 Three Months Ended September 30,Nine Months Ended September 30,
In Thousands2025202420252024
Stock-based compensation expense$314 $78 $859 $346 
As of September 30, 2025, options outstanding had no aggregate intrinsic value and a weighted average remaining contractual term of 8.8 years. As of September 30, 2025, options exercisable had no aggregate intrinsic value and a weighted average remaining contractual term of 6.1 years.
As of September 30, 2025, unrecognized compensation expense related to non-vested stock options was $2.5 million which has a weighted average remaining recognition period of 2.5 years.
Restricted Stock Awards

The Company granted awards of Class A Restricted Stock (RSAs), in connection with its merger with Cibus Global, to Cibus Global members who held unvested restricted profits interest units. The RSAs will continue to vest following their original vesting schedules over the remaining life of the awards which is generally 2 months to four years after the date of grant.

Information on RSA activity is as follows:
 
Restricted Stock
Awards
Weighted Average Grant
Date Fair Value
Unvested balance as of December 31, 2024274,058$31.50 
Granted—— 
Vested(135,621)31.50 
Forfeited(23,086)31.50 
Unvested balance as of September 30, 2025115,351$31.50 
The total fair value of RSAs that vested is as follows:
 Three Months Ended September 30,Nine Months Ended September 30,
In Thousands2025202420252024
Fair value of shares vested$51 $511 $267 $3,230 
There were no RSAs granted during the nine months ended September 30, 2025, or 2024.

Stock-based compensation expense related to RSAs is as follows:
 Three Months Ended September 30,Nine Months Ended September 30,
In Thousands2025202420252024
Stock-based compensation expense$1,101 $2,418 $4,137 $7,274 
As of September 30, 2025, unrecognized compensation expense related to RSAs was $3.6 million which has a weighted average remaining recognition period of 1.3 years.
Restricted Stock Units
The Company grants RSUs which generally vest over four years after the date of grant. Upon vesting, the RSUs are settled as shares of Class A Common Stock.

Information on RSU activity is as follows:
 
Restricted Stock
Units
Weighted Average Grant
Date Fair Value
Unvested balance as of December 31, 2024779,861$7.62 
Granted924,0131.90 
Vested(100,603)11.33 
Forfeited(36,570)5.75 
Unvested balance as of September 30, 20251,566,701$4.05 
The total fair value of RSUs that vested is as follows:
 Three Months Ended September 30,Nine Months Ended September 30,
In Thousands2025202420252024
Fair value of shares vested$86 $— $209 $629 
The weighted average grant date fair value of RSUs granted during the nine months ended September 30, 2025, was $1.90. The weighted average grant date fair value of RSUs granted during the nine months ended September 30, 2024, was $18.60.

Stock-based compensation expense related to RSUs is as follows:
 Three Months Ended September 30,Nine Months Ended September 30,
In Thousands2025202420252024
Stock-based compensation expense$471 $191 $1,367 $410 
As of September 30, 2025, unrecognized compensation expense related to RSUs was $5.1 million which has a weighted average remaining recognition period of 3.0 years.

Certain condensed consolidated statement of operations amounts were as follows:

Three Months Ended September 30,Nine Months Ended September 30,
In Thousands2025202420252024
Stock-based compensation expense:
Research and development$556 $807 $2,177 $2,467 
Selling, general, and administrative1,330 1,880 4,186 5,563 
Total$1,886 $2,687 $6,363 $8,030