0000950170-23-070459.txt : 20231214
0000950170-23-070459.hdr.sgml : 20231214
20231214171006
ACCESSION NUMBER: 0000950170-23-070459
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231212
FILED AS OF DATE: 20231214
DATE AS OF CHANGE: 20231214
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: RIGGS RORY B
CENTRAL INDEX KEY: 0001016835
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38161
FILM NUMBER: 231487898
MAIL ADDRESS:
STREET 1: 65 RAILROAD AVE
CITY: RIDGEFIELD
STATE: NJ
ZIP: 07657
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Cibus, Inc.
CENTRAL INDEX KEY: 0001705843
STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870]
IRS NUMBER: 271967997
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 6455 NANCY RIDGE DRIVE
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
BUSINESS PHONE: (858) 450-0008
MAIL ADDRESS:
STREET 1: 6455 NANCY RIDGE DRIVE
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
FORMER COMPANY:
FORMER CONFORMED NAME: Calyxt, Inc.
DATE OF NAME CHANGE: 20170504
4
1
ownership.xml
4
X0508
4
2023-12-12
0001705843
Cibus, Inc.
CBUS
0001016835
RIGGS RORY B
C/O CIBUS, INC.
6455 NANCY RIDGE DRIVE
SAN DIEGO
CA
92121
true
true
true
false
Chief Executive Officer
false
Class A Common Stock
2023-09-27
4
J
false
39476
0
D
1105388
I
See footnote
Class A Common Stock
2023-12-12
4
P
false
517107
10.58
A
1622495
D
Pre-Funded Warrant
0.01
2023-12-12
4
J
false
50000
10.57
A
Class A Common Stock
50000
50000
D
On September 27, 2023, New Ventures Agtech Solutions, LLC effectuated a pro rata distribution to its members (the "Distribution") of all of the shares of Class A Common Stock, par value $0.0001 ("Class A Common Stock"), of Cibus, Inc. (the "Issuer") held by it, which were previously reported as indirectly attributable to the Reporting Person as a result of the Reporting Person having shared voting and investment power in respect of New Ventures Agtech Solutions, LLC. Pursuant to the Distribution, (i) 63,626 shares of Class A Common Stock were distributed to the Reporting Person; (ii) 15,791 shares of Class A Common Stock were distributed to the Reporting Person's spouse; and (iii) 39,476 shares of Class A Common Stock were distributed to other members of New Ventures Agtech Solutions, LLC ("Third-Party Member Shares"), which Third-Party Member Shares the Reporting Person has no beneficial interest in.
Includes (i) 5,401 shares of Class A Common Stock held jointly with the reporting person's sibling and (ii) 79,417 shares of Class A Common Stock previously reported as indirectly attributable to the Reporting Person through New Ventures Agtech Solutions, LLC that were acquired by the Reporting Person pursuant to the Distribution, of which 63,626 shares of Class A Common Stock are held directly by the Reporting Person and 15,791 shares of Class A Common Stock are held indirectly through the Reporting Person's spouse.
On December 11, 2023, the Issuer entered into an Underwriting Agreement with Stifel, Nicolaus & Company, Incorporated and Canaccord Genuity LLC, as underwriters in respect of an underwritten registered direct offering (the "Underwritten Offering"). Pursuant to the Underwritten Offering, the underwriters placed (i) 517,107 shares of Class A Common Stock to Mr. Riggs at a purchase price of $10.58; (ii) 2,106,723 shares of Class A Common Stock to certain other investors at a purchase price of $9.00; and (iii) 50,000 Pre-Funded Warrants to purchase 50,000 shares of Class A Common Stock ("Pre-Funded Warrants") to Mr. Riggs at a purchase price of $10.57 per Pre-Funded Warrant. On December 14, 2023, the Issuer consummated the Underwritten Offering.
Pre-Funded Warrants have no expiration date, may be exercised on a one-for-one basis for shares of Class A Common Stock at an exercise price of $0.01 per share of Class A Common Stock and are exercisable immediately, to the extent that after giving effect to such exercise the Reporting Person would beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, no more than 19.99% of the outstanding shares of Class A Common Stock or the combined voting power of all of the Issuer's outstanding common stock.
/s/ Rosa Cheuk Kim, as Attorney-in-Fact for Rory Riggs
2023-12-14