Good afternoon, and welcome to the Cibus Fourth Quarter 2023 Results Conference Call. All participants will be in a listen only mode. After today's presentation, there will be an opportunity to ask questions. Please also note today's event is being recorded. At this time, I'd like to turn the conference call to Wade King, Chief Financial Officer. Sir, please go ahead.

Thank you and good afternoon. This is Wade King the Chief Financial Officer of Cibus. I would like to thank you for taking time to join us for Cibus' fourth quarter 2023 financial results and corporate update conference call and webcast. Presenting with me today is Rory Riggs, our Co-Founder, Chief Executive Officer and Chairman; and Peter Beetham, Co-Founder, President and Chief Operating Officer. Before we begin the call, I'd like to remind everyone that statements made on the call and webcast, including those regarding future financial results and future operational goals and industry prospects are forward-looking and may be subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the call. Please refer to Cibus' SEC filings for a list of associated risks. This conference call is being webcast. The webcast link along with our press release and corporate presentation are available on the Investor Relations section of cibus.com to assist in your analysis of the business. With that, I would now like to turn the call over to Mr. Riggs. Go ahead, Rory.

Thanks, Wade, and welcome to everyone on the call. Today, I will provide a high-level overview of our progress in 2023 and how the event for the last year differentiated us in this emerging industry. And Peter will walk you through our recent commercial progress with our products and some milestones we expect to achieve this year. Lastly, Wade will finish with a brief discussion of the financials. Our goal is to help you best understand our business, so you can measure and track our progress and achievements on both the corporate and the commercial basis. Above all 2023 was the year we transformed from an R&D focused company to a commercial stage gene editing company, a company focused on the production and commercialization of a family of gene edited trait products. Our transformation began with the first transfers of our partners edited elite germplasm early 2023 in both canola and rice. These transfers mark the beginning of the timetable for the commercialization of our pipeline of developed traits. In parallel, we opened the industry's first standardized semi-automatic high throughput gene editing facility that we call the trade machine. This facility is a huge breakthrough in the improvement of the precision, speed and scale of gene editing trait products for us and frankly for the industry. What has made this breakthrough in trait development even more significant is the progress we have seen in global regulations to regulate the trait from gene editing similar to traits from conventional breeding. This shows there is increasing global support for this new gene editing industry to address the major sustainability challenges in our global food supply. Before Peter provides specifics on our products and their progress, I'd like to briefly discuss how our commercial progress has occurred in parallel with the evolution of…

Thank you, Rory, and good afternoon to everyone. As Rory highlighted, our commercialization efforts are well underway and are focused on launching our 3 developed productivity traits with customers. Pod Shatter Reduction, or as we call it, PSR in canola, and our herbicide tolerance traits in rice that we call HT1 and HT3. Before I launch into the product discussion, I would like to explain how we define developed traits, and why there are significant advantages to working with these traits in customers' elite genetics. Essentially, this helps to frame our vision for our developed trait products. We define developed traits as having completed multiple years of successful field-testing that the traits have met our Cibus product specifications and the traits have completed a product stewardship assessment, which includes quality assurance, regulatory, and intellectual property documentation. These developed traits are in customer elite genetics, providing Cibus customers with a significant time advantage to move traits to market and the potential to accelerate their pre commercial pre plant breeding activities. Essentially, we are an extension of their own plant breeding programs. This acceleration is also impactful to any of our follow on products that mature from our advanced trait development. This integration of genetics and traits highlights why we see this analog to digital moment, Rory mentioned previously. Let me continue by further describing our first developed productivity trait PSR in canola. PSR strengthens the pod shatter around canola or winter oilseed rape seeds, protecting the crop yield in many typical to extreme weather conditions at harvest. In canola, farmers are moving to what they call direct harvest, where they can harvest canola without the need to mow it down first. This saves on fuel costs and allows greater flexibility to manage the timing of harvest on their farms. Multiple years…

Thank you, Peter. Looking at our financials for the fourth quarter, cash and cash equivalents were $32.7 million as of December 31, 2023. From a cash flow perspective for the 3 month period ended December, we used $17.1 million of cash for operations, which implies a monthly burn rate of approximately $5.7 million. Meanwhile, we've been working hard on optimizing our resources and have implemented cost saving measures that have reduced our operating cash flow burn rate down to $5 million per month. We believe this represents the appropriate level of cash burn needed to fund planned operating expenses and capital expenditure requirements going forward. This should extend our current cash runway into the early third quarter of 2024. In terms of financing activities, we raised $20.3 million of gross proceeds via a registered direct offering in the fourth quarter and have also been successful in raising additional proceeds via regular equity sales in the first quarter. Moving to our income statement, which I'd like to remind everyone isn't directly comparable to that of the prior year given the merger with Calyxt that closed in May of 2023. Please keep this in mind as I make reference to the prior year results. R&D expense was $14.2 million for the fourth quarter of 2023, compared to $2.3 million in the year ago period. The increase was primarily related to increased lab supply and facility expenses, an increase in employee headcount and an increase in stock-based compensation expense for restricted stock awards. SG&A expense was $6.8 million for the fourth quarter 2023 compared to $1 million in the year ago period. The increase was primarily related to an increase in headcount, increased consulting and legal fees, and an increase in stock-based compensation expense for restricted stock grants. Royalty liability interest expense was $8.1 million for the fourth quarter of 2023 compared to no expense last year. This was related to the liability assumed in the May 31, 2023 merger with Cibus Global LLC. Non-operating income was $0.1 million for the fourth quarter of 2023 compared to non-operating income of $0.5 million in the year ago period. The decrease was due to $0.8 million received in the fourth quarter of 2022 from a legal settlement. This was partially offset by a $0.3 million change in the fair value of the liability classified Class A common stock warrants. Net loss was $277.2 million for the fourth quarter of 2023, compared to net loss of $2.8 million in the year ago period. The increase in net loss was primarily the result of a $249.4 million non-cash goodwill and intangible assets impairment charge that we recorded in the fourth quarter that was associated with our May 2023 merger with Calyxt. For additional details about our financials for the fourth quarter of 2023, please refer to our press release and filings with the SEC. That concludes our financial discussion. Rory, now back to you for your closing remarks.

Thanks, Wade, and many thanks to everyone for listening in. I hope we accurately portrayed our excitement about our progress. The incredible commercial momentum we have achieved so far is a really strong endorsement of our industry leading gene editing technology, which uniquely positions us to partner with the breeding operations of some of the largest seed companies in the world. Furthermore, as Peter mentioned, our expected milestone for 2024 will further show our commercial progress with our customers for our developed products and the key milestones for advanced traits and new platforms. Together, they show our business vision of building a large high margin agricultural trait royalty business based on a family of our high value trait products and our proprietary technology platform that will enable us to develop and deliver on an ongoing basis multiple complex traits for multiple seed companies across multiple crops. As I hope this is evident, Cibus is leading the charge into the new gene editing era. We truly believe that we are at the forefront of agricultural's analog digital moment. We are excited about our continued commercial success in the months and quarters to come. We look forward to updating you. Operator that concludes our prepared remarks.

Thank you. We will now be conducting a question-and-answer session. [Operator Instructions] Our first question is from Bobby Burleson with Canaccord Genuity.

So, yes, just curious, when we think about the cash runway, and the milestones that you guys have kind of set out for 2024, which ones do you think are kind of first half milestones? What can you kind of execute on prior to needing that infusion of cash to happen?

The big milestone that we expect to do and it's just taking so long is trying to get soybean complete. It's been, we keep making progress. This is one of the toughest projects in biology and I think we're really close together and if we can accomplish this, it not only opens up 250 million acres, but it really opens up the sustainable ingredients business, and the ability to take soybeans and Procter & Gamble has worked with us, we have others working with us to be able to start that whole industry. So those are the ones from most the big milestone that we focus on. The others is, we are shipping as much as we can or working to get our traits out into the marketplace and to me those are the derisking moments for us is to be able to get into people's hands they're germplasm with our traits [indiscernible].

And then I guess just trying to understand, the importance, to your partners of the programs that you're working on, especially as you have successes and kind of prove out the viability of the platform. Are there any kind of maybe qualitative things you can highlight in terms of how that's helping your business development efforts, the access to your prospective partners, existing partners or things are you seeing building momentum there based on tracking your successes and the overall kind of derisking of the viability of the platform?

We have two big things. One is because of our platform, we're able to make these products. And so we actually have three developed products and they've been through their field trials. So before anybody send us their seeds, they've already gone to the fields, they've seen the products work and that's the trait development business, right? The big part of our business where you see this amazing progress is the industrialization of the trait business. So once we have the trait, you don't hand it to them. We have this trait machine, which allows them to bring in germplasm to us, edit it, and give it back to them. And what we see is real momentum for the big seed companies to work with us so that each ongoing season, they can look at us as a cost effective way of updating their traits and getting them into the field. We weren't quite expecting this type of momentum this quickly. And you saw by having Nutrien or Bayer come out and say that they were working with us. And what that meant was, they were working with us more than just the traits we gave them. They were working with us as a seed partner and they're getting their crops ready. That's how we look at it. And the and the fact that the industry itself is accepting this model that we can take their lead elite germplasm and put traits and then give it back to them on a timely and cost effective basis. I think when we first met you, Bobby, I don't think we could have told you it would have happened as fast, It's clear that the industry is, as you start the second and third launches, are really buying into this model of us being able to cost effectively make these ends and give back their products. Does that make sense?

And maybe I can just squeeze one more in on the royalty opportunity. You talked about some pretty big hundreds of millions of prospective royalties and just kind of direction surface there. But maybe can you revisit the kind of split that you're assuming in terms of farmer, germplasm owner and the value enhancer being your role. In terms of how you arrive at that market? What's the kind of rough math that you guys are thinking in terms of how that value creation is split amongst stakeholders?

I'm going to try this. This is one of the harder questions for us to answer in general about this business, because the trade businesses have been around for a long time. So between the seed companies, there's $2 billion, $4 billion traits everybody's developed things and they entered license between each other and pay royalties. So the knowledge base that royalties are quantifiable, so when you especially for productivity trades, when you notice that if you put a trait in, you can quantify the cost benefit and you share it with the seed company, with the farmer and with us, that for each of our traits. There really hasn't been much of a dispute as to what type of royalty you would have and how to launch them. And so we're fairly encouraged by how well they've adopted it. We won't know until we launch them. But the fact is for each of the traits that are that we have, we are getting them into their hands and they have a real model for which, they're pricing these things. And then we're encouraged that says that it's not going to be tried farmer by farmer. We are encouraged that each of their crops, these are traits that they need, like a BT trait, you needed that in every acre, right, that we're encouraged that these traits are going to be into it as full of especially our first three traits of a customer's germplasm which are sold. Things like Sclerotinia, we don't think there'll be more than a third of the acres or 50% of the acres, but we're pretty conservative how to look at them. Peter, do you want to add anything to that? Do you want to think about your peers talking every day to the seed companies and pricing and launching? Peter?

Yes. Thanks, Rory, and thanks, Bobby. I think, no, great question around how we develop with our customers a pricing strategy that makes sense in the marketplace. As Rory said, this is a market that has really understood the value of productivity traits. Farmers are fighting every day to manage their input costs. And so being able to bring productivity traits to market with our customers allows us to really understand that value proposition very clearly. So I think when you hear these very large annual royalty payments, It's for us, that is the addressable market and the opportunity and we continue to get customers wanting more, more of their genetics, through our system. And the only other thing I'll add is the excitement around the fact that we're integrating into their plant breeding programs at a level that they haven't had before gets people very excited of being able to penetrate the market very quickly. So being able to put edits or therefore traits into a broad genetic base means that you can get the traits into more product lines more quickly. And so that's something we're looking forward to see how that pans out in the next few years.

Our next question is from Sameer Joshi with H.C. Wainwright.

On the European front, is the timeline for the European Council and the European Commission coming together still in that July timeframe? Or do you have some additional color on that?

Thanks, Bobby, and thanks for your support. It's really our big story, right, is that once they come through this, suddenly the rest of the world will start to follow them. So it's exciting. As you probably know, there's a final council vote that hasn't happened yet, and so the debate we have is once that happens, it could be any day now, which combines the groups and from that we can put timetables together. The question for all of Peter to encourage it more is, it seems quite clear that there'll be a bill passed that says for our type technology, that is going to be treated in a certain basis, but there's a bunch of fine tuning to that regulation that we're hoping to have completed by year-end and that's the debate we're waiting for. Peter, do you want to add to that? Is that clear enough?

Yes. I think that's clear enough, Rory. Just to add a little bit to that because I think Rory stated that the process has started and there was, as I went through the process, there was a lot of amendments that they have to finalize. And the council vote is they're discussing that as we speak. The bottom-line is I would like to make sure that people understand this process will go to completion and there will be an avenue for gene-edited crops into Europe or into the EU here in the foreseeable future. So that is the exciting part. You have the UK already with all their laws implemented, and we're hearing already that companies are putting field trial applications into the EU and that is exciting also. So it is a process and it is going in the right direction.

And you're actually trying to be able to do the field trials. So I know you're probably hoping we'd just commit to European being done, but we're working with it. It's pretty exciting where it is.

Right. I mean, the next if this gets through, then you can use your existing American technology out there. There won't be any new process that begins from scratch?

No. The encouraging thing is that we told the story about the bridge right in the paper there. They totally got oligonucleotide-directed mutagenesis. And as you know, in their safety study, it wasn't just gene editing was safe, it's an oligonucleotide. So it's safe. And so we're pretty comfortable that our technology by itself is spotlighted in these new regulations and then we're encouraged at the traits we have. It's a new crop. Winter royal seed rape is different, so we're starting to do field trials in England, which has been really helpful. But it's not the trade itself that we're really encouraged by. And you know how big weeders in Europe, that's a big product for us also, but we don't see a risk in the trade itself. I think we've actually had really positive encouragement on that.

And then just following up on Bobby's questions related to the royalty. So the 250 million acres for the developed and advanced trades resulting in $1 billion annual royalties to you. Does this mean that the total savings or additional productivity is or yield is $2 billion to $3 billion on this 250 million acres? Is that -- I'm just trying to triangulate some numbers here?

Well, I'm going to, let you've heard us often, I'm going to take the soft side and let Peter take the side of it. But any revenues we have, by definition, result in direct savings to the farmer. We're dealing with in rice, they've never had a gene edited trait for herbicide trust. And so there's some big savings in rice and in Pod Shatter. It's been an immensely powerful new trait. And if we can do Sclerotinia, it is the toughest crop in Europe and by definite in canola and in soybean. Every dollar we get results in a direct increase decrease in cost for the farmer. Peter, you want to add anything to that?

Yes. I do. I think that as Rory stated in his remarks, we're really fortunate with our technology to be able to address what I see as multi crop, multi trait, multi stackable traits, if you like, into very different geographies. And I think that's the area that we see the huge value drivers. So when you think about stacking traits and going across different crops, you can look at the market and even conservatively see these large numbers generated over time with royalties. Just like we've seen in the market with the GMO traits. As we've stated before, they continue to generate billion of dollars of royalties every year. So when you have compelling traits and you're able to get them into multiple crops and multiple geographies that you create a huge amount of value.

Yes, yes. No, it's remarkable, the market size as well as your progress in trying to get to it. It's really amazing. I just had one last one maybe for Wade. Is the goodwill impairment sort of out of the way? Or should we see, again at the end of the next year, some mark-to-market or some revaluation there?

Well, thanks for the question. I think you can expect us every fourth quarter to reevaluate the goodwill impairment. This year was unusual in that following the merger, several things happened. Number one, you may recall the stock price at the time of the merger was up above 30. And then when we did the impairment analysis in the fourth quarter, it was actually closer to 10. And so that had a dramatic impact on the goodwill impairment analysis. And then secondly, as you know, back in the fall, in October, specifically, we right sized our spending plans based on the near-term trade opportunities. Those things contributed the majority of impact to the goodwill impairment charge. And so I think every year we'll reevaluate this. I think, I would expect this to be the one that most significant by far that jumps out. And obviously was largely related to a lot of merger dynamics and us rightsizing our spending plans going forward. And so, once again, in the fourth quarter, every year going forward, we'll expect to reevaluate that and we'll take it one step at a time in that regard.

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There are no further questions at this time. I'd like to hand the floor back over to Mr. Riggs for any closing comments.

Thanks so much. This has been such a big year for us. And I think the thing we're most excited about is that we set out some really aggressive milestones that we thought were based on our technology and what we should accomplish, and we're pretty excited that we hit those and that we set out some great milestones for next year, which will cement us being commercial. These are just customers having their traits, having a couple of new platforms. And so hopefully, our traits are not just us, they're traits that signify where the industry is moving and the ability for the industry to actually have this extension of a conventional breathing that's being done in a facility like the trade machine. So we're we'd like to be known for having aggressive milestones be hitting them. And so I just thank you for your support. And then we're really looking forward to this year as another year of amazing progression in the development of this industry. So thanks team.

This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.