0000899243-23-014327.txt : 20230602 0000899243-23-014327.hdr.sgml : 20230602 20230602070519 ACCESSION NUMBER: 0000899243-23-014327 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230531 FILED AS OF DATE: 20230602 DATE AS OF CHANGE: 20230602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: King Wade Hampton CENTRAL INDEX KEY: 0001976158 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38161 FILM NUMBER: 23986736 MAIL ADDRESS: STREET 1: 750 MEADOWOOD DRIVE CITY: ASPEN STATE: CO ZIP: 81611 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 doc4.xml FORM 4 SUBMISSION X0407 4 2023-05-31 0 0001705843 Cibus, Inc. CBUS 0001976158 King Wade Hampton C/O CIBUS, INC. 6455 NANCY RIDGE DRIVE SAN DIEGO CA 92121 0 1 0 0 Chief Financial Officer 0 Class A Common Stock 2023-05-31 4 A 0 88482 A 88482 D Class A Common Stock 2023-05-31 4 A 0 123618 A 212100 D Class B Common Stock 2023-05-31 4 A 0 8556 A 8556 D Cibus Common Units 2023-05-31 4 A 0 8556 A Class A Common Stock 8556 8556 D Represents shares of Class A Common Stock received as consideration in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, dated January 13, 2023, as amended by the First Amendment to the Merger Agreement, dated April 14, 2023 (as amended, the "Merger Agreement"), by and among Cibus, Inc. (formerly Calyxt, Inc.) (the "Issuer", and prior to the closing of the transactions contemplated by the Merger Agreement, "Calyxt"), Calypso Merger Subsidiary, LLC, Cibus Global, LLC ("Cibus") and certain blocker entities party thereto. Gives effect to the 1-for-5 reverse stock split of Calyxt's common stock on May 31, 2023. On the closing date, the closing price of Calyxt's common stock was $6.30. Upon closing, Calyxt was renamed "Cibus, Inc.", the Issuer's Amended and Restated Certificate was amended such that the Issuer had two classes of common stock (Class A Common Stock and Class B Common Stock), and Calyxt's existing common stock remained as Class A Common Stock. Represents substitute awards constituting restricted shares of Class A Common Stock granted and issued pursuant to the Cibus, Inc. 2017 Omnibus Incentive Plan upon the closing of the transactions contemplated by the Merger Agreement (the "Transactions"), whereby certain Cibus restricted profits interest units previously granted to employees of Cibus were automatically cancelled and converted into the right to receive a number of restricted shares of the Class A Common Stock, subject to the same vesting schedule as was applicable to such profits interests units prior to the closing of the Transactions. Represents shares of Class B Common Stock received as consideration in connection with the Merger Agreement, with the number of such shares of Class B Common Stock equal to the number of newly issued membership units of Cibus ("Cibus Common Units"), received by the reporting person as consideration in connection with the closing of the transactions contemplated Merger Agreement. Shares of Class B Common Stock have full voting, but no economic rights. The Issuer is the managing member of Cibus, with the Issuer's only material asset consisting of Cibus Common Units. The Cibus Common Units, together with the Class B Common Stock (collectively, "Up-C Units") are generally exchangeable by the reporting person for shares of Class A Common Stock on a one-for-one basis, or, subject to certain restrictions, the cash equivalent with respect to all or a portion thereof, based on a volume-weighted average price of a share of Class A Common Stock pursuant to the terms of the Exchange Agreement, dated May 31, 2023, by and among the Issuer, Cibus, and the Up-C Unit holders. Represents Cibus Common Units received as consideration in connection with the Merger Agreement. /s/ Rosa Cheuk Kim, as Attorney-in-Fact for Wade King 2023-05-31