Rory B. Riggs - Dec 12, 2023 Form 4 Insider Report for Cibus, Inc. (CBUS)

Signature
/s/ Rosa Cheuk Kim, as Attorney-in-Fact for Rory Riggs
Stock symbol
CBUS
Transactions as of
Dec 12, 2023
Transactions value $
$5,999,492
Form type
4
Date filed
12/14/2023, 05:10 PM
Previous filing
Nov 14, 2023
Next filing
Jan 3, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CBUS Class A Common Stock Other $0 -39.5K -3.45% $0.00 1.11M Sep 27, 2023 See footnote F1, F2
transaction CBUS Class A Common Stock Purchase $5.47M +517K +46.78% $10.58 1.62M Dec 12, 2023 Direct F3

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 Pre-Funded Warrant Other $529K +50K $10.57 50K Dec 12, 2023 Class A Common Stock 50K $0.01 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.