M&A - Cibus, Inc.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-06-10

Corporate Action: Merger

Type: Update

Accession Number: 000095017025084319

Filing Summary: This Schedule 13D/A reports on the beneficial ownership of Class A Common Stock of Cibus, Inc. by Rory B. Riggs, who is also the Chair of the Board of Directors. The amendment details multiple stock transactions, including a merger with Cibus Global, LLC that occurred on May 31, 2023. The Reporting Person has been influential in deciding the corporate strategies of Cibus, Inc., particularly regarding various stock offerings and the restructuring of warrants. Significant transactions in the last two years include the purchase of shares in underwritten offerings and private placements, along with various distributions of shares from New Ventures Agtech Solutions. Additional amendments include a description of lock-up agreements related to stock offerings and warrant adjustments aimed at correcting exercise prices and extending their terms.

Form Type: 10-K

Filing Date: 2025-03-20

Corporate Action: Merger

Type: Update

Accession Number: 000162828025014139

Filing Summary: Cibus, Inc. has completed its merger transactions with Legacy Calyxt, notably effective May 31, 2023, involving multiple entities including Calypso Merger Subsidiary, LLC. Following these transactions, substantial changes have been made to ownership structure, including two classes of common stock established—the Class A Common Stock enjoying full rights and the Class B Common Stock with no economic rights but full voting rights. Key fiscal year data shows a total of 32,638,411 Class A Common shares and 1,712,373 Class B shares outstanding as of March 19, 2025. The annual report encompasses the company’s financial health, business overview, risk factors, and management’s discussions. It further remarks on transactions compliant with the interests of stockholders and a focus on reporting accurate figures from previous years, reflecting the first seven months of Cibus, along with financial records from Legacy Calyxt. The document emphasizes obligations surrounding common share trade on the NASDAQ market and signals the company's transition into a new structure post-merger, alongside common stock adjustments, including reverse stock splits conducted earlier in 2023.