Cibus (CBUS) Form 4 Cibus / RORY B RIGGS ownership change

SEC Form 4

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).

1. Name and Address of Reporting Person^*

RIGGS RORY B

(Last) (First) (Middle)

C/O CIBUS, INC.

6455 NANCY RIDGE DRIVE

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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

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 (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
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

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.

	/s/ Jason Stokes, as Attorney-in-Fact for Rory Riggs	01/23/2025
	** 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).
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