Rory B. Riggs - Jan 21, 2025 Form 4 Insider Report for Cibus, Inc. (CBUS)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Jason Stokes, as Attorney-in-Fact for Rory Riggs
Stock symbol
CBUS
Transactions as of
Jan 21, 2025
Transactions value $
$9,999,600
Form type
4
Date filed
1/23/2025, 04:19 PM
Previous filing
Jan 3, 2025
Next filing
Apr 2, 2025
SEC
View on sec.gov

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 Common Warrant Award +4M 4M Jan 21, 2025 Class A Common Stock 4M $2.50 Direct F1, F2
transaction CBUS Pre-Funded Warrant Award $10M +4M $2.50 4M Jan 21, 2025 Class A Common Stock 4M $0.00 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On January 21, 2025, Cibus, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with Rory Riggs, the Company's chief executive officer. Pursuant to the Purchase Agreement, the Company agreed to issue and sell to Mr. Riggs 4,000,000 pre-funded warrants to purchase shares of Class A Common Stock, par value $0.0001 ("Class A Common Stock"), and an accompanying common warrant to purchase up to 4,000,000 shares of Class A Common Stock at a combined offering price of $2.4999. The Purchase Agreement was entered into in connection with the Company's registered direct offering, which is expected to be fully consummated on or about January 24, 2025. The transaction was approved by the Issuer's board of directors in accordance with Rule 16b-3.
F2 Common Warrants issued to Mr. Riggs may be exercised on a one-for-one basis for shares of Class A Common Stock at an exercise price of $2.4999 per share of Class A Common Stock, 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 (the "Exchange Act"), no more than 19.99% of the outstanding shares of Class A Common Stock or the combined voting power of all of the Company's outstanding common stock. The Common Warrants will not be exercisable until the Company receives certain approvals from its stockholders (the "Warrant Stockholder Approvals") required by the applicable rules of the Nasdaq Capital Market. The Common Warrants will expire five years following the date of receipt of the Warrant Stockholder Approvals.
F3 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 $0.0001 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 Exchange Act, 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.