Riggs Rory B disposed of 39,476 shares and bought $5,470,992 worth of shares (517,107 units at $10.58), increasing direct ownership by 47% to 1,622,495 units (SEC Form 4)
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Agricultural Chemicals
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| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Cibus, Inc. [ CBUS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/12/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 09/27/2023 | J(1) | 39,476 | D | $0 | 1,105,388(1)(2) | I | See footnote(1) | ||
| Class A Common Stock | 12/12/2023 | P(3) | 517,107 | A | $10.58 | 1,622,495(3) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Pre-Funded Warrant | $0.01 | 12/12/2023 | J(3) | 50,000 | (4) | (4) | Class A Common Stock | 50,000 | $10.57(3) | 50,000 | D | ||||
| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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. |
| 4. 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. |
| /s/ Rosa Cheuk Kim, as Attorney-in-Fact for Rory Riggs | 12/14/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||