8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 20, 2024

Cibus, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38161

27-1967997

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

6455 Nancy Ridge Drive

San Diego, CA

92121

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (858) 450-0008

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of exchange

on which registered

Class A Common Stock, $0.0001 par value per share

CBUS

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events.

In connection with the recently completed underwritten public offering (the “Offering) of 3,000,000 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of Cibus, Inc. (the “Company”), the Company granted Roth Capital Partners and A.G.P./Alliance Global Partners, as representatives (the “Representatives”) of the several underwriters named therein (collectively, the “Underwriters”), a 45-day option to purchase up to 450,000 additional shares of the Company’s Class A Common Stock (the “Option Shares”) at the public offering price of $4.00 per Share (the “Underwriter Option”).

On September 20, 2024, the Representatives notified the Company that they had partially exercised the Underwriter Option in respect of 289,953 Option Shares.

The Offering was made pursuant to a prospectus supplement and related prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Company’s shelf registration statement on Form S-3, as amended (Registration No. 333-273062). The prospectus supplement (the “Prospectus Supplement”) related to the Offering was filed with the Commission on September 19, 2024.

A copy of the opinion of Jones Day relating to the validity of the Option Shares is filed herewith as Exhibit 5.1.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

5.1		Opinion of Jones Day.

23.1		Consent of Jones Day (included in Exhibit 5.1).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Cibus, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 23, 2024


CIBUS, INC.

By:		/s/ Rory Riggs
Name:		Rory Riggs
Title:		Chief Executive Officer and Chairman

SEC Form 8-K filed by Cibus Inc.