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