Mark Terrence Finn - May 31, 2023 Form 4/A - Amendment Insider Report for Cibus, Inc. (CBUS)

Role
Director, 10%+ Owner
Signature
/s/ Mark Finn
Stock symbol
CBUS
Transactions as of
May 31, 2023
Transactions value $
$0
Form type
4/A - Amendment
Date filed
6/12/2023, 05:55 PM
Date Of Original Report
Jun 2, 2023
Next filing
Jun 3, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CBUS Class A Common Stock Award +13.4K +1.11% 1.22M May 31, 2023 See footnote F1, F2, F3
transaction CBUS Class A Common Stock Award +119K +9.72% 1.34M May 31, 2023 See footnote F1, F2, F4
transaction CBUS Class B Common Stock Award +12K +90.26% 25.4K May 31, 2023 See footnote F3, F5
transaction CBUS Class B Common Stock Award +1.51M +5929.94% 1.53M May 31, 2023 See footnote F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CBUS Cibus Global Common Units Award +12K +90.26% 25.4K May 31, 2023 Class A Common Stock 12K See footnote F3, F6, F7
transaction CBUS Cibus Global Common Units Award +1.51M +5929.94% 1.53M May 31, 2023 Class A Common Stock 1.51M See footnote F4, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 Global") and certain blocker entities party thereto.
F2 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 of Incorporation 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.
F3 Held of record by Delta III Partners, LLC, for which the reporting person serves as a managing member and shares voting and dispositive power.
F4 Held of record by New Ventures Agtech Solutions, LLC, whose Managing Member is New Ventures Agtech Solutions Manager, LLC. The sole member of New Ventures Agtech Solutions Manager, LLC is Vantage Consulting Group, Inc., for which the reporting person serves as Chief Executive Officer and Chairman of its board of directors. The reporting person is a managing member of New Ventures Agtech Solutions Manager, LLC and shares voting and dispositive power.
F5 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 Global ("Cibus Global Common Units"), received by the reporting person as consideration in connection with the closing of the transactions contemplated by the Merger Agreement. Shares of Class B Common Stock have full voting, but no economic rights. The Issuer is the managing member of Cibus Global, with the Issuer's only material asset consisting of Cibus Global Common Units.
F6 The Cibus Global 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 Global, and the Up-C Unit holders.
F7 Represents Cibus Global Common Units received as consideration in connection with the Merger Agreement.

Remarks:

This Form 4/A (this "Amendment") is being filed to supplement the original Form 4 filed on June 2, 2023 (the "Original Form 4") to correct the inadvertent omission of the reporting person's beneficial ownership of certain securities issued in connection with the closing of the transactions contemplated by the Merger Agreement on May 31, 2023. This Amendment is also being filed to reflect the reporting person's status as a 10% owner of the Issuer. All other information in the Original Form 4 remains accurate.