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Filing Details

Accession Number:: 0000899243-23-014329
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-06-02 07:05:23
Reporting Period:: 2023-05-31

Accepted Time:: 2023-06-02 07:05:23
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1705843	Cibus Inc.	CBUS	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1016835	B Rory Riggs	C/O Cibus, Inc. 6455 Nancy Ridge Drive San Diego CA 92121	Chief Executive Officer	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2023-05-31	848,662	$0.00	848,662	No	4	A	Direct
Class A Common Stock	Acquisiton	2023-05-31	2,916	$0.00	851,578	No	4	A	Indirect	See footnote
Class A Common Stock	Acquisiton	2023-05-31	118,893	$0.00	970,471	No	4	A	Indirect	See footnote
Class A Common Stock	Acquisiton	2023-05-31	5,401	$0.00	975,872	No	4	A	Direct
Class A Common Stock	Acquisiton	2023-05-31	9,600	$0.00	985,472	No	4	A	Indirect	By spouse
Class A Common Stock	Acquisiton	2023-05-31	167,992	$0.00	1,153,464	No	4	A	Direct
Class A Common Stock	Acquisiton	2023-06-01	1,000	$31.50	1,154,464	No	4	P	Direct
Class B Common Stock	Acquisiton	2023-05-31	1,361,226	$0.00	1,361,226	No	4	A	Direct
Class B Common Stock	Acquisiton	2023-05-31	20,891	$0.00	1,382,117	No	4	A	Indirect	See footnote
Class B Common Stock	Acquisiton	2023-05-31	1,505,967	$0.00	2,888,084	No	4	A	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	A	Direct
No	4	A	Indirect	See footnote
No	4	A	Indirect	See footnote
No	4	A	Direct
No	4	A	Indirect	By spouse
No	4	A	Direct
No	4	P	Direct
No	4	A	Direct
No	4	A	Indirect	See footnote
No	4	A	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Cibus Common Units	Acquisiton	2023-05-31	1,361,226	$0.00	1,361,226	$0.00
Class A Common Stock	Cibus Common Units	Acquisiton	2023-05-31	20,891	$0.00	20,891	$0.00
Class A Common Stock	Cibus Common Units	Acquisiton	2023-05-31	1,505,967	$0.00	1,505,967	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,361,226	No	4	A	Direct
1,382,117	No	4	A	Indirect
2,888,084	No	4	A	Indirect

Footnotes

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.
Held by the Rory Riggs Family Trust, for which the reporting person is trustee and has sole voting and dispositive power with respect to the shares held by the trust.
Held by New Ventures Agtech Solutions, LLC, for which the reporting person has voting and investment power.
Held jointly with the reporting person's spouse, Robin Riggs.
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.