Sec Form 4 Filing - RIGGS RORY B @ Cibus, Inc. - 2025-01-21

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
RIGGS RORY B
2. Issuer Name and Ticker or Trading Symbol
Cibus, Inc. [ CBUS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O CIBUS, INC., 6455 NANCY RIDGE DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
01/21/2025
(Street)
SAN DIEGO, CA92121
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Common Warrant $ 2.5 01/21/2025 A( 1 ) 4,000,000 ( 2 ) ( 2 ) Class A Common Stock 4,000,000 ( 1 ) 4,000,000 D
Pre-Funded Warrant $ 0.0001 01/21/2025 A( 1 ) 4,000,000 ( 3 ) ( 3 ) Class A Common Stock 4,000,000 $ 2.4999 ( 1 ) 4,000,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RIGGS RORY B
C/O CIBUS, INC.
6455 NANCY RIDGE DRIVE
SAN DIEGO, CA92121
X X Chief Executive Officer
Signatures
/s/ Jason Stokes, as Attorney-in-Fact for Rory Riggs 01/23/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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