Statistik Asas
| CIK | 1705843 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Cibus, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
| August 14, 2025 |
Cibus Reports Second Quarter Financial Results and Provides Year-to-Date Business Update for 2025 Streamlining operational focus on Rice herbicide tolerance traits and partner-funded and/or supported programs, expected to reduce annual cash usage to approximately $30 million by 2026 Commercialization of Rice herbicide tolerance traits HT1 and HT3 on track – targeting an initial commercial launch in Latin America beginning in 2027 and expanding to the U. |
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| August 14, 2025 |
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): August 14, 2025 Cibus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025; or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number 001-38161 Cibus, Inc. |
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| July 23, 2025 |
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): July 21, 2025 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) |
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| June 6, 2025 |
15,714,285 Shares of Class A Common Stock Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-273062 PROSPECTUS SUPPLEMENT To Prospectus, dated October 27, 2023 15,714,285 Shares of Class A Common Stock Cibus, Inc. (“Cibus,” the “Company,” “we,” “our” or “us”) is offering 15,714,285 shares of its Class A common stock, $0.0001 par value per share (“Class A Common Stock”) pursuant to this prospectus supplement and the ac |
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| June 6, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 5, 2025, between Cibus, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in |
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| June 6, 2025 |
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): June 5, 2025 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) |
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| June 6, 2025 |
Exhibit 1.1 A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022 June 5, 2025 Cibus, Inc. 6455 Nancy Ridge Drive San Diego, CA 92121 Attention: Peter Beetham, Interim Chief Executive Officer Re: Placement Agency Agreement Dear Mr. Beetham: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners (the “Placem |
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| June 6, 2025 |
Exhibit 107.1 The prospectus supplement to which this exhibit is attached is a final prospectus for the related offering. The maximum aggregate offering price of that offering is $27,499,998.75. |
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| June 4, 2025 |
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): June 4, 2025 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) |
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| June 4, 2025 |
Subject to Completion, dated June 4, 2025 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-273062 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell the securities and are not soliciting an offer to buy the securities in any jurisdiction where the offer or sale is not permitted. |
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| May 27, 2025 |
Cibus, Inc. 2025 Employee Stock Purchase Plan CIBUS, INC. 2025 EMPLOYEE STOCK PURCHASE PLAN 1.Establishment. 1.1.This Cibus, Inc. 2025 Employee Stock Purchase Plan (this “Plan”) is effective as of May 22, 2025 (the “Effective Date”), subject to approval by the stockholders of the Company on or before the 12-month anniversary of the date this Plan is adopted by the Board. If stockholder approval is not received by such date, this Plan will hav |
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| May 27, 2025 |
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): May 22, 2025 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) |
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| May 23, 2025 |
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): May 22, 2025 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) |
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| May 8, 2025 |
Cibus Reports First Quarter Financial Results and Provides Year-to-Date Business Update for 2025 Rice business momentum builds with Cibus' first stacked gene edited herbicide tolerance traits, which the Company believes is an industry first; On track for 2027 targeted commercial launch of HT1 and HT3 traits with customer germplasm integration underway across multiple markets Positive regulatory de |
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| May 8, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 8, 2025 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) ( |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025; or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number 001-38161 Cibus, Inc |
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| April 10, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi |
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| April 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| March 27, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defi |
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| March 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported): February 24, 2025 Cibus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File N |
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| March 24, 2025 |
As filed with the Securities and Exchange Commission on March 24, 2025 As filed with the Securities and Exchange Commission on March 24, 2025 Registration No. |
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| March 24, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Cibus, Inc. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common Stock, par value $0. |
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| March 20, 2025 |
insidertradingpolicy CIBUS, INC. INSIDER TRADING POLICY (As Adopted by the Board of Directors on May 31, 2023, and as amended on September 14, 2023) The following is the Insider Trading Policy (this “Policy”) of Cibus, Inc. and each subsidiary of Cibus, Inc. (collectively, “Cibus”). This Policy covers all Cibus personnel, which includes (1) employees, (2) members of the Board of Directors (the “Bo |
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| March 20, 2025 |
NAI-1537921084v2 CIBUS, INC. 2017 OMNIBUS INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT Recipient Subject to the terms and conditions set forth in this Notice of Stock Option Grant (this Notice Option Agreement collectively Award Agreement Company Participant you your Option total number of shares of Common Stock of the Company equal to the number of shares set forth below. The Option is being grant |
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| March 20, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 20, 2025 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 |
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| March 20, 2025 |
NAI-1539437033v4 CIBUS, INC. 2017 OMNIBUS INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD Recipient Notice and the Restricted Stock Unit Agreement (the Notice and Restricted Stock Unit Award Agreement Company Award granted under and is subject to the Cibus, Inc. 2017 Omnibus Incentive Plan (f/k/a Plan defined in the Award Agreement, the terms used in the Award Agreement shall have the meaning |
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| March 20, 2025 |
Cibus Reports Fourth Quarter Financial Results and Provides Business Update A major milestone on March 14th 2025 advanced the EU Trilogue discussions aimed to complete the final text of the New Genomic Techniques (NGTs) or gene editing legislation for the EU; California Rice Commission approved Cibus' field research proposal marking the first time gene edited Rice has been authorized for planting |
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| March 20, 2025 |
NAI-1537617924v5 4 CIBUS, INC. 2017 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT Participant acknowledges and agrees that by clicking the “Accept Grant Online” button on the “Notice and Award Agreement”, it will act as the Participant’s electronic signature to this Agreement and will constitute Participant’s acceptance of and agreement with all of the terms and conditions of the Award, a |
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| March 20, 2025 |
1 CIBUS, INC. 2017 OMNIBUS INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT Recipient Subject to the terms and conditions set forth in this Notice of Stock Option Grant (this “Notice”) and Stock Option Agreement (the Notice and Stock Option Agreement collectively constituting the “Award Agreement”), by and between Cibus, Inc., a Delaware corporation (formerly Calyxt, Inc.) (the “Company”) and the under |
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| March 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024; or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number 001-381 |
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| February 28, 2025 |
1 Cibus Announces Leadership Change and CEO Succession Plan San Diego, California, February 28, 2025 – Cibus, Inc. |
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| February 28, 2025 |
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): February 24, 2025 Cibus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Num |
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| January 22, 2025 |
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): January 21, 2025 Cibus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Numb |
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| January 22, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 21, 2025, between Cibus, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth |
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| January 22, 2025 |
Exhibit 4.1 COMMON STOCK PURCHASE WARRANT CIBUS, INC. Warrant Shares: Issue Date: January , 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (the “Initial Exerc |
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| January 22, 2025 |
Exhibit 4.3 AMENDMENT NO. 1 TO WARRANT This Amendment No. 1 to the Common Stock Purchase Warrant (this “Amendment”) dated this day of January 2025, by and among Cibus, Inc., a Delaware corporation (the “Company”) and (the “Holder”). WHEREAS, the Holder is the holder of outstanding warrants to purchase up to (i) shares of Class A common stock, par value $0.0001 per share of the Company, issued on J |
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| January 22, 2025 |
Exhibit 1.1 A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022 January 21, 2025 Cibus, Inc. 6455 Nancy Ridge Drive San Diego, CA 92121 Attention: Rory Riggs, Chief Executive Officer Re: Placement Agency Agreement Dear Mr. Riggs: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners (the “Placement Agent |
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| January 22, 2025 |
Exhibit 4.2 PRE-FUNDED COMMON STOCK PURCHASE WARRANT CIBUS, INC. Warrant Shares: Issue Date: January , 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Init |
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| January 21, 2025 |
Exhibit 107.1 The prospectus supplement to which this exhibit is attached is a final prospectus for the related offering. The maximum aggregate offering price of that offering is $22,599,530. |
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| January 21, 2025 |
Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-273062 PROSPECTUS SUPPLEMENT To Prospectus, dated October 27, 2023 4,340,000 Shares of Class A Common Stock Common Warrants to Purchase 9,040,000 Shares of Class A Common Stock Pre-Funded Warrants to Purchase 4,700,000 Shares of Class A Common Stock Cibus, Inc. (“Cibus,” the “Company,” “we,” “our” or “us”) is offering to certa |
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| December 10, 2024 |
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): December 3, 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 Numbe |
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| November 18, 2024 |
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): November 18, 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 Num |
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| November 7, 2024 |
Cibus Reports Third Quarter Financial Results and Provides Year-to-Date Business Update for 2024 Announced a strategic realignment to advance commercial opportunities, focusing resources on advancement of weed management platform (HT1 and HT3) for Rice, Pod Shatter Reduction in Canola, Sclerotinia resistance for Canola and Soybean, and on Soybean platform development Great progress in Rice as we e |
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| November 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 7, 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 Numb |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024; or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number 001-38161 Cibus, |
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| October 30, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): October 29, 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 Numb |
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| October 30, 2024 |
October 2024 Forward-Looking Statements This presentation contains "forward-looking statements" within the meaning of applicable securities laws, including The Private Securities Litigation Reform Act of 1995. |
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| October 18, 2024 |
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): October 16, 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 Numbe |
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| October 1, 2024 |
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): October 1, 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 |
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| September 23, 2024 |
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 Num |
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| September 19, 2024 |
Exhibit 107.1 The prospectus supplement to which this exhibit is attached is a final prospectus for the related offering. The maximum aggregate offering price of that offering is $13,800,000. |
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| September 19, 2024 |
Exhibit 1.1 EXECUTION VERSION 3,000,000 SHARES OF CLASS A COMMON STOCK CIBUS, INC. UNDERWRITING AGREEMENT September 18, 2024 Roth Capital Partners and A.G.P./Alliance Global Partners As the Representatives of the Several underwriters, if any, named in Schedule I hereto c/o Roth Capital Partners 57 W 57th Street, 18th Floor New York, NY 10019 c/o A.G.P./Alliance Global Partners 590 Madison Avenue 2 |
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| September 19, 2024 |
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 18, 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 Num |
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| September 19, 2024 |
3,000,000 Shares of Class A Common Stock Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-273062 PROSPECTUS SUPPLEMENT To Prospectus, dated October 27, 2023 3,000,000 Shares of Class A Common Stock Cibus, Inc. (“Cibus,” the “Company,” “we,” “our” or “us”) is offering 3,000,000 shares of its Class A common stock, $0.0001 par value per share (“Class A Common Stock”), pursuant to this prospectus supplement and the acc |
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| September 17, 2024 |
Subject to Completion, dated September 17, 2024 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-273062 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell the securities and are not soliciting an offer to buy the securities in any jurisdiction where the offer or sale is not permitted. |
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| September 17, 2024 |
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 17, 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 Nu |
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| August 21, 2024 |
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): August 15, 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 |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024; or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number 001-38161 Cibus, Inc. |
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| August 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 8, 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 |
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| August 8, 2024 |
Cibus Reports Second Quarter Financial Results and Provides First Half Business Update Demonstrated continued momentum securing an agreement for its Herbicide Tolerance (HT) traits in Rice with a fourth customer in the second quarter with signing of agreement with Federacion Nacional de Arroceros ("FEDEARROZ"); builds on prior agreements with Loveland Products, Inc. |
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| June 13, 2024 |
Exhibit 1.1 A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022 June 11, 2024 Cibus, Inc. 6455 Nancy Ridge Drive San Diego, CA 92121 Attention: Rory Riggs, Chief Executive Officer Re: Placement Agency Agreement Dear Mr. Riggs: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners (the “Placement Agent”) |
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| June 13, 2024 |
.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on J Exhibit 4.1 COMMON STOCK PURCHASE WARRANT CIBUS, INC. Warrant Shares: Issue Date: June 13, 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and |
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| June 13, 2024 |
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): June 11, 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) |
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| June 13, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 11, 2024, between Cibus, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in |
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| June 12, 2024 |
Exhibit 107.1 The prospectus supplement to which this exhibit is attached is a final prospectus for the related offering. The maximum aggregate offering price of that offering is $13,000,008. |
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| June 12, 2024 |
Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-273062 PROSPECTUS SUPPLEMENT To Prospectus, dated October 27, 2023 1,298,040 Shares of Class A Common Stock Common Warrants to Purchase 1,298,040 Shares of Class A Common Stock Cibus, Inc. (“Cibus,” the “Company,” “we,” “our” or “us”) is offering to certain investors on a “reasonable best efforts” basis and to an executive o |
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| June 4, 2024 |
Submission of Matters to a Vote of Security Holders 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): May 30, 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) |
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| May 9, 2024 |
Cibus Reports First Quarter Financial Results and Provides Business Update Important EU Parliament vote on gene editing continues global momentum for the approval of new genomic techniques (NGTs) as similar to conventional breeding Completed single cell regeneration platform for Wheat – with Canola & Rice, Cibus now has its semi-automated crop platform operational for 3 of the top 5 major crops Signed three agreements in Rice including with Loveland Products Inc. |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024; or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number 001-38161 Cibus, Inc |
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| May 9, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 9, 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) ( |
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| April 19, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi |
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| April 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| March 21, 2024 |
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Introductory Note On May 31, 2023, Cibus, Inc. |
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| March 21, 2024 |
Clawback Policy, Effective May 31, 2023 Exhibit 97.0 Cibus, Inc. Clawback Policy Effective May 31, 2023 Purpose As required pursuant to the listing standards of the Nasdaq Stock Market LLC (the “Stock Exchange”), Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10D-1 under the Exchange Act, the Board of Directors (the “Board”) of Cibus, Inc. (the “Company”) has adopted this Clawback Policy (t |
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| March 21, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 21, 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 |
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| March 21, 2024 |
Financial Statements and Exhibits, Other Events 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): March 21, 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 |
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| March 21, 2024 |
Cibus Reports Fourth Quarter Financial Results and Provides Business Update Completed successful transfers of gene edited elite germplasm back to customers for commercialization for each of its three developed productivity traits: Pod Shatter Reduction (PSR) in Canola and Herbicide Tolerance (HT1 and HT3) in Rice Signed collaboration agreements for trait development with multiple major seed compan |
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| March 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023; or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number 001-381 |
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| March 8, 2024 |
Material Impairments, Results of Operations and Financial Condition 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): March 8, 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) |
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| January 9, 2024 |
Cibus Announces Major Breakthrough in Wheat Regeneration from Single Cells Cibus Announces Major Breakthrough in Wheat Regeneration from Single Cells •Breakthrough believed to represent the world’s first successful regeneration of a wheat plant from single cells – a major breakthrough for Cibus and for the seed industry. |
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| January 9, 2024 |
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): January 9, 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 Numbe |
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| January 2, 2024 |
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): January 2, 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 |
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| January 2, 2024 |
Up to $80,000,000 Class A Common Stock 424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-273062 PROSPECTUS SUPPLEMENT To Prospectus, dated October 27, 2023 Up to $80,000,000 Class A Common Stock Cibus, Inc. has entered into an at-the-market equity offering sales agreement (the “Sales Agreement”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”) relating to the sale of shares of our Class A Common Stoc |
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| January 2, 2024 |
EX-FILING FEES Exhibit 107 The prospectus supplement to which this exhibit is attached is a final prospectus for the related offering. The maximum aggregate offering price of that offering is $80,000,000. |
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| January 2, 2024 |
Exhibit 1.1 SALES AGREEMENT January 2, 2024 STIFEL, NICOLAUS & COMPANY, INCORPORATED 787 Seventh Ave, 12th Floor New York, New York 10019 Ladies and Gentlemen: Cibus, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Stifel, Nicolaus & Company, Incorporated, as sales agent and/or principal (the “Ag |
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| December 29, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): December 27, 2023 Cibus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Numb |
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| December 29, 2023 |
Exhibit 10.1 FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT This FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made as of December 27, 2023, by and among Cibus, Inc., a Delaware corporation (the “Company”), and the undersigned Investors, constituting a Cibus Global Majority-In-Interest. Capitalized terms used but not defined herein will have the meanings assigned to them |
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| December 14, 2023 |
EX-1.1 Exhibit 1.1 CIBUS, INC. 2,106,723 Shares of Class A Common Stock and Pre-Funded Warrants to Purchase 50,000 Shares of Class A Common Stock UNDERWRITING AGREEMENT December 11, 2023 STIFEL, NICOLAUS & COMPANY, INCORPORATED CANACCORD GENUITY LLC As representatives of the several Underwriters named in Schedule I hereto c/o Stifel, Nicolaus & Company, Incorporated 787 Seventh Ave, 12th Floor New |
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| December 14, 2023 |
EX-4.1 Exhibit 4.1 CIBUS, INC. FORM OF WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK Number of Shares: [ ] (subject to adjustment) Warrant No. CS - [ ] Original Issue Date: [•] [ ], 2023 Cibus, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [] or its registered assigns (the |
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| December 14, 2023 |
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): December 11, 2023 Cibus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Numb |
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| December 12, 2023 |
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): December 12, 2023 Cibus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Numb |
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| December 12, 2023 |
Subject to Completion, dated December 11, 2023 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-273062 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell the securities and are not soliciting an offer to buy the securities in any jurisdiction where the offer or sale is not p |
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| December 12, 2023 |
Exhibit 107.1 The prospectus supplement to which this exhibit is attached is a final prospectus for the related offering. The maximum aggregate offering price of that offering is $20,306,036. |
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| December 12, 2023 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-273062 PROSPECTUS SUPPLEMENT To Prospectus, dated October 27, 2023 2,106,723 Shares of Class A Common Stock Pre-Funded Warrants to Purchase 50,000 Shares of Class A Common Stock Cibus, Inc. (“Cibus,” the “Company,” “we,” “our” or “us”) is selling (i) 2,106,723 shares of its Class A Common Stock, $0.0001 par value per share (“C |
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| November 15, 2023 |
Shifting the Paradigm™ Changing the speed of trait development & deployment NOVEMBER 2023 This presentation contains “forward looking statements” within the meaning of applicable securities laws, including The Private Securities Litigation Reform Act of 1995. |
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| November 15, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): November 15, 2023 Cibus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Num |
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| November 9, 2023 |
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Introductory Note On May 31, 2023, Cibus, Inc. |
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| November 9, 2023 |
Cibus Reports Third Quarter 2023 Financial Results and Provides Business Update During the 2023 field season, Cibus completed extensive field trials for its three developed traits, PSR in canola and HT1 and HT3 in rice. |
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| November 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 9, 2023 Cibus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Numb |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023; or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file numbe |
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| November 9, 2023 |
Financial Statements and Exhibits, Other Events 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): November 9, 2023 Cibus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Numb |
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| November 2, 2023 |
Cibus, Inc. 4,642,636 Shares of Class A Common Stock Offered by the Selling Stockholders Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-273062 Cibus, Inc. 4,642,636 Shares of Class A Common Stock Offered by the Selling Stockholders This prospectus relates to the offer and sale by the selling stockholders of up to an aggregate 4,642,636 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of Cibus, Inc. (the “Company,” “we,” “ou |
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| October 25, 2023 |
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): October 20, 2023 Cibus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| October 25, 2023 |
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Introductory Note On May 31, 2023, Cibus, Inc. (the “Company” or “Cibus”, and prior to the closing of the Mergers, Calyxt, Inc.) completed its business combination in accordance with the terms of the Agreement and Plan of Merger, dated as of January 13, 2023, as amended by the First Amendment thereto dated as of April 14, 2023 |
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| October 25, 2023 |
EX-10.1 Exhibit 10.1 Cibus, Inc. Binding Term Sheet Cibus, Inc., a Delaware corporation (the “Cibus”) and Rory Riggs, an individual (“Riggs”), are entering into this binding term sheet (this “Binding Term Sheet”) setting forth the principal terms of a line of credit to be made available by Riggs to Cibus. The parties will agree to the terms of a long-form promissory note (the “Note”) and other rel |
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| October 25, 2023 |
EX-21.1 Exhibit 21.1 Subsidiaries of Cibus, Inc. Entity Name State or Other Jurisdiction of Incorporation COI Holding, Ltd British Virgin Islands Cibus Alpha B.V. Netherlands Cibus Canada ULC Canada Cibus Europe BV Netherlands Cibus Europe Ltd United Kingdom Cibus Global, LLC Delaware Cibus International GP, Ltd British Virgin Islands Cibus International, LP British Virgin Islands Cibus Netherland |
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| October 25, 2023 |
Cibus, Inc. 6455 Nancy Ridge Drive San Diego, CA 92121 October 25, 2023 Cibus, Inc. 6455 Nancy Ridge Drive San Diego, CA 92121 October 25, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Jane Park Jeanne Baker Terence O’Brien RE: Cibus, Inc. Registration Statement on Form S-3 (File No. 333-273062) Ladies and Gentlemen: In accordance with R |
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| October 25, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Cibus, Inc. |
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| October 25, 2023 |
As filed with the Securities and Exchange Commission on October 25, 2023 S-3/A Table of Contents As filed with the Securities and Exchange Commission on October 25, 2023 Registration Statement No. |
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| October 18, 2023 |
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): October 18, 2023 Cibus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Numb |
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| October 4, 2023 |
October 4, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Jeanne Baker Terence O’Brien Re: Cibus, Inc. Form 8-K/A filed June 29, 2023 File No. 001-38161 Ladies and Gentlemen: Cibus, Inc. (formerly, Calyxt, Inc.), a company incorporated under the laws of the st |
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| September 19, 2023 |
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 14, 2023 Cibus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Nu |
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| September 6, 2023 |
A u g u s t 2 0 2 3 The Future of Breeding C h a n g i n g t h e S p e e d o f T r a i t D e v e l o p m e n t™ 1 Cautionary Statements Regarding Forward Looking Information This presentation contains forward looking statements based on current assumptions and forecasts made by Cibus Management Except as provided by law, this company assumes no obligations whatsoever to update these forward-looking statements or to conform them to future events or developments. |
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| September 6, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 6, 2023 Cibus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Num |
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| August 23, 2023 |
August 23, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Jeanne Baker Terence O’Brien Re: Cibus, Inc. Form 8-K/A filed June 29, 2023 File No. 001-38161 Ladies and Gentlemen: Cibus, Inc., a company incorporated under the laws of the state of Delaware (the “Com |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023; or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number 001 |
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| August 9, 2023 |
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): August 9, 2023 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 |
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| August 9, 2023 |
Cibus Reports Second Quarter 2023 Financial Results and Provides Business Update Two gene editing pioneers closed merger to create a leading agricultural gene editing company with an expanded portfolio of patents, patents pending, and exclusive licenses to core technologies for gene editing of plants. |
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| July 26, 2023 |
July 26, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Jeanne Baker Terence O’Brien Re: Cibus, Inc. Form 8-K/A filed June 29, 2023 File No. 001-38161 Ladies and Gentlemen: Cibus, Inc. (formerly Calyxt, Inc.), a company incorporated under the laws of the state |
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| June 30, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Cibus, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be P |
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| June 30, 2023 |
EX-99.10 Exhibit 99.10 CIBUS, INC. 2017 OMNIBUS INCENTIVE PLAN (F/K/A CALYXT, INC. 2017 OMNIBUS INCENTIVE PLAN) NOTICE OF RESTRICTED STOCK AWARD ###PARTICIPANTNAME### Subject to the terms and conditions set forth in this notice of grant (the “Notice”) and the Restricted Stock Agreement (the Notice and Restricted Stock Agreement constituting this “Award Agreement”), Cibus, Inc., a Delaware corporat |
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| June 30, 2023 |
As filed with the Securities and Exchange Commission on June 30, 2023 S-8 As filed with the Securities and Exchange Commission on June 30, 2023 Registration No. |
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| June 30, 2023 |
As filed with the Securities and Exchange Commission on June 30, 2023 S-3 Table of Contents As filed with the Securities and Exchange Commission on June 30, 2023 Registration Statement No. |
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| June 30, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Cibus, Inc. |
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| June 29, 2023 |
EX-99.1 Exhibit 99.1 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Cibus, Inc., a Delaware corporation (the “Company,” “we,” “our,” or “us”), has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): its Class A common stock, par value $0.0001 per share (“Class A |
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| June 29, 2023 |
EX-99.5 Exhibit 99.5 Cibus Global, LLC Condensed Consolidated Balance Sheets (in thousands, except unit amounts) March 31, 2023 December 31, 2022 (unaudited) Assets Current assets: Cash and cash equivalents $ 13,997 $ 24,338 Accounts receivable 1,413 67 Due from related parties, net 196 254 Employee retention credit receivable 2,062 — Notes receivable 1,000 — Prepaid expenses and other current ass |
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| June 29, 2023 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2023 Cibus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commi |
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| June 29, 2023 |
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): June 29, 2023 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) |
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| June 29, 2023 |
EX-99.4 Exhibit 99.4 INDEX TO FINANCIAL STATEMENTS CIBUS GLOBAL, LLC Audited Consolidated Financial Statements as of December 31, 2022 and 2021 and for the Years Ended December 31, 2022 and 2021 Report of Independent Auditor 2 Consolidated Balance Sheets 4 Consolidated Statements of Operations and Comprehensive Loss 6 Consolidated Statements of Members’ Deficit 7 Consolidated Statements of Cash Fl |
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| June 29, 2023 |
UNAUDITED PRO FORMA COMBINED FINANCIAL EX-99.7 Exhibit 99.7 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Introductory Note On May 31, 2023, Cibus, Inc. (the “Company”, and prior to the closing of the Mergers, “Calyxt, Inc.” or “Calyxt”) completed its business combination in accordance with the terms of the Agreement and Plan of Merger, dated as of January 13, 2023, as amended by the First Amendment thereto dated as of April 14, 2 |
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| June 29, 2023 |
CIBUS MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS EX-99.6 Exhibit 99.6 CIBUS MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS For the purposes of this section, references to “Cibus,” “Cibus Global,” “us,” “our,” “we” and derivations thereof refer to Cibus Global LLC and its subsidiaries, in each case, during the periods presented. You should read the following discussion and analysis of our financial condition |
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| June 14, 2023 |
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): June 13, 2023 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) |
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| June 14, 2023 |
EX-99.1 Exhibit 99.1 Leading the Future of Breeding™ J u n e 2 0 2 3 Key Takeaways Cibus is a Pure-Play Trait Development Business Revolutionizing the Trait Royalty Industry Cibus’ Trait Machine is the Future of Traits: A Large Attractive Royalty Market Gene Edited Trait Development - Critical to the Agriculture Industry Near Term Royalty Patents & Patent Current Market Cibus Core Market Future Ma |
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| June 12, 2023 |
Cibus, Inc. Lock-Up Agreement June 1, 2023 EX-99.1(04) Exhibit 1.04 Cibus, Inc. Lock-Up Agreement June 1, 2023 Cibus, Inc. 6455 Nancy Ridge Drive San Diego, CA Re: Cibus, Inc.—Lock-Up Agreement Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being entered into in connection with the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of January 13, 2023, as amended by the First |
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| June 12, 2023 |
CLXT / Calyxt Inc / Finn Mark Terrence - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Cibus, Inc. (Name of Issuer) Class A Common Stock, $0.0001 per share (Title of Class of Securities) 17166A 101 (CUSIP Number) Mark T. Finn c/o Cibus, Inc. 6455 Nancy Ridge Drive San Diego, CA 92121 (858) 450-0008 (Name, Address and Telephone Number |
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| June 12, 2023 |
EX-99.1(09) Exhibit 1.09 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing Schedule 13D filed on this date with respect to the beneficial ownership by the undersigned of the Class A Common Stock of Cibus, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k) and that all subsequent amendments to this statement on Schedule 13D may be filed on |
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| June 12, 2023 |
Cibus, Inc. Lock-Up Agreement June 1, 2023 EX-99.1(04) Exhibit 1.04 Cibus, Inc. Lock-Up Agreement June 1, 2023 Cibus, Inc. 6455 Nancy Ridge Drive San Diego, CA Re: Cibus, Inc. - Lock-Up Agreement Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being entered into in connection with the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of January 13, 2023, as amended by the Fir |
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| June 12, 2023 |
CLXT / Calyxt Inc / JPL Investments SA - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Cibus, Inc. (Name of Issuer) Class A Common Stock, $0.0001 per share (Title of Class of Securities) 17166A 101 (CUSIP Number) Jean-Pierre J. Lehmann c/o Cibus, Inc. 6455 Nancy Ridge Drive San Diego, CA 92121 (858) 450-0008 (Name, Address and Telepho |
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| June 12, 2023 |
CLXT / Calyxt Inc / RIGGS RORY B - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Cibus, Inc. (Name of Issuer) Class A Common Stock, $0.0001 per share (Title of Class of Securities) 17166A 101 (CUSIP Number) Rory B. Riggs c/o Cibus, Inc. 6455 Nancy Ridge Drive San Diego, CA 92121 (858) 450-0008 (Name, Address and Telephone Number |
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| June 12, 2023 |
EX-99.1(09) Exhibit 1.09 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing Schedule 13D filed on this date with respect to the beneficial ownership by the undersigned of the Class A Common Stock of Cibus, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k) and that all subsequent amendments to this statement on Schedule 13D may be filed on |
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| June 12, 2023 |
Cibus, Inc. Lock-Up Agreement June 1, 2023 EX-99.1(04) Exhibit 1.04 Cibus, Inc. Lock-Up Agreement June 1, 2023 Cibus, Inc. 6455 Nancy Ridge Drive San Diego, CA Re: Cibus, Inc.—Lock-Up Agreement Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being entered into in connection with the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of January 13, 2023, as amended by the First |
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| June 1, 2023 |
EX-10.2 Exhibit 10.2 EXCHANGE AGREEMENT EXCHANGE AGREEMENT (this “Agreement”), dated as of May 31, 2023, by and among Cibus, Inc. (f/k/a Calyxt, Inc.), a Delaware corporation, Cibus Global, LLC, a Delaware limited liability company, and the holders from time to time party hereto, other than the Corporation (as defined herein), of Common Units (as defined herein) from time to time party hereto. WHE |
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| June 1, 2023 |
EX-10.4 Exhibit 10.4 THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CIBUS GLOBAL, LLC a Delaware limited liability company Dated as of May 31, 2023 THE LIMITED LIABILITY COMPANY UNITS OF CIBUS GLOBAL, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OR ANY OTHER APPLICABL |
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| June 1, 2023 |
EX-10.5 Exhibit 10.5 CIBUS, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”), effective as of [], 20[], by and between Cibus, Inc., a Delaware corporation (the “Company”) and [ ] (“Indemnitee”). W I T N E S S E T H: WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually t |
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| June 1, 2023 |
EX-99.2 Exhibit 99.2 CIBUS BUSINESS Following the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of January 13, 2023, as amended by the First Amendment thereto dated as of April 14, 2023 (as amended, the “Merger Agreement,” and the transactions contemplated thereby, the “Transactions”), by and among Cibus, Inc. (formerly known as Calyxt, Inc.) (the |
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| June 1, 2023 |
EX-99.1 Exhibit 99.1 Cibus Announces Closing of Merger with Calyxt to Create Industry Leading Precision Gene Editing and Trait Development Company Cibus Class A Common Stock to commence trading on Nasdaq Capital Market on June 1, 2023 under ticker symbol “CBUS” Merger follows closing of $118.5 million private financing by Cibus Global San Diego, California – June 1, 2023 – Cibus, Inc. (Nasdaq: CBU |
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| June 1, 2023 |
Letter from Ernst & Young LLP, dated May 31, 2023 EX-16.1 Exhibit 16.1 May 31, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated May 31, 2023, of Cibus, Inc. (formerly known as Calyxt, Inc.) and are in agreement with the statements contained in paragraphs two, three and four on page 7 therein. We have no basis to agree or disagree with other statements of |
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| June 1, 2023 |
Code of Business Conduct and Ethics of Cibus, Inc. EX-14.1 Exhibit 14.1 CODE OF BUSINESS CONDUCT AND ETHICS OF CIBUS, INC. Adopted July 7, 2017 Last Amended May 31, 2023 I. Introduction Purpose and Scope The Board of Directors (the “Board”) of Cibus, Inc. (the “Company”) has established this Code of Business Conduct and Ethics (the “Code”) to aid directors, officers, and all employees of the Company (“Covered Persons”) in making ethical and legal |
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| June 1, 2023 |
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): May 31, 2023 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) ( |
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| June 1, 2023 |
EX-10.7 Exhibit 10.7 CIBUS, INC. 2017 OMNIBUS INCENTIVE PLAN (F/K/A CALYXT, INC. 2017 OMNIBUS INCENTIVE PLAN) (AS AMENDED, EFFECTIVE MAY 31, 2023) 1. Purposes of the Plan. The purposes of this Omnibus Incentive Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants, and to promote the suc |
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| June 1, 2023 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CALYXT, INC. Calyxt, Inc., a corporation organized and existing under the laws of the State of Delaware , does hereby certify as follows: (1) The name of the Corporation is Calyxt, Inc (the “Corporation”). (2) The Amended and Restated Certificate of Incorporation of the Corporation was filed wit |
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| June 1, 2023 |
EX-3.3 Exhibit 3.3 CIBUS, INC. AMENDED AND RESTATED BYLAWS As Adopted and Effective on May 31, 2023 TABLE OF CONTENTS Page STOCKHOLDERS MEETINGS 1 1. Time and Place of Meetings 1 2. Annual Meetings 1 3. Special Meetings 1 4. Notice of Meetings 1 5. Inspectors 1 6. Quorum 2 7. Voting; Proxies 2 8. Order of Business 3 9. Notice of Stockholder Proposals 3 10. Notice of Director Nominations 6 11. Addi |
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| June 1, 2023 |
EX-3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CIBUS, INC. ARTICLE I NAME Section 1.1. Name. The name of the corporation is Cibus, Inc. (the “Corporation”). ARTICLE II REGISTERED OFFICE AND AGENT Section 2.1. Registered Office and Agent. The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, City of Wilmington, County |
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| June 1, 2023 |
EX-10.1 Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 31, 2023 by and among Cibus, Inc. (f/k/a Calyxt, Inc.), a Delaware corporation (the “Company”), and the persons identified on the Schedule of Investors attached hereto (collectively, the “Investors” and, each individually, an “Investor”). RECITALS WHEREAS, pursuant to the Merg |
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| June 1, 2023 |
EX-10.3 Exhibit 10.3 TAX RECEIVABLE AGREEMENT among CIBUS, INC. (f/k/a Calyxt, Inc.) and THE PERSONS NAMED HEREIN Dated as of May 31, 2023 TABLE OF CONTENTS Page Article I DEFINITIONS 2 Section 1.1 Definitions 2 Article II DETERMINATION OF CERTAIN REALIZED TAX BENEFIT 13 Section 2.1 Exchange Basis Adjustment 13 Section 2.2 Tax Benefit Schedule 13 Section 2.3 Procedures, Amendments 15 Section 2.4 T |
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| June 1, 2023 |
CLXT / Calyxt Inc / Cellectis S.A. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Calyxt, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 13173L107 (CUSIP Number) Marie-Bleuenn Terrier General Counsel Cellectis S.A. 8, rue de la Croix Jarry 75013 Paris, France +33 1 81 69 16 00 ( |
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| June 1, 2023 |
EX-10.6 Exhibit 10.6 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. FIRST AMENDMENT TO THE LICENSE AGREEMENT This FIRST AMENDMENT TO THE LICENSE SERVICES AGREEMENT (the “First Amendment”) is made and entered into effective as of May 31, 2023 |
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| June 1, 2023 |
EX-99.3 Exhibit 99.3 RISK FACTORS Following the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of January 13, 2023, as amended by the First Amendment thereto dated as of April 14, 2023 (as amended, the “Merger Agreement,” and the transactions contemplated thereby, the “Transactions”), by and among Cibus, Inc. (formerly known as Calyxt, Inc.) (“Cibus |
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| May 25, 2023 |
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): May 25, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 25, 2023 |
425 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): May 25, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 24, 2023 |
As filed with the Securities and Exchange Commission on May 24, 2023 S-8 As filed with the Securities and Exchange Commission on May 24, 2023 Registration No. |
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| May 24, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Calyxt, Inc. |
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| May 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported): May 2, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Comm |
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| May 19, 2023 |
EX-99.1 Exhibit 99.1 Calyxt Announces Stockholder Approval of Merger With Cibus — Calyxt Announces 1-for-5 Reverse Stock Split of Common Stock — ROSEVILLE, MN, May 19, 2023 (PR NEWSWIRE) – Calyxt, Inc. (Nasdaq: CLXT) (“Calyxt” or the “Company”) today announced the results of the special meeting of its stockholders held on May 18, 2023. At the special meeting, Calyxt’s stockholders voted in favor o |
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| May 19, 2023 |
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): May 18, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 17, 2023 |
EX-10.2 Exhibit 10.2 2023 Short-Term Incentive Plan Annual Incentive Payment Criteria – In Respect of Fiscal Year 2023 Bonus at target (100%) level of achievement of the Objectives is a percentage of base salary to be determined by the Compensation Committee of the Board of Directors (the “Compensation Committee”). The maximum bonus that may be earned will not exceed 1.5x target level bonus, even |
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| May 17, 2023 |
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): May 17, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 17, 2023 |
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): May 17, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 17, 2023 |
Second Amendment to Calyxt’s 2021 Executive Severance Plan Exhibit 10.1 Second Amendment to the Executive Severance Plan Second Amendment to Calyxt, Inc. 2021 Executive Severance Plan Effective May 17, 2023 That certain Calyxt, Inc. 2021 Executive Severance Plan, as amended (the “Plan”), is hereby further amended pursuant to Section 8.4 thereof effective as of the date first written above as follows. Section 4.1(a)(ii) is deleted and replaced in its entir |
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| May 17, 2023 |
Form of Performance Stock Unit Agreement EX-10.3 Exhibit 10.3 CALYXT, INC. 2017 OMNIBUS INCENTIVE PLAN PERFORMANCE STOCK UNIT AGREEMENT Participant acknowledges and agrees that by clicking the “Accept Grant Online” button on the “Award Agreement”, it will act as the Participant’s electronic signature to this Agreement and will constitute Participant’s acceptance of and agreement with all of the terms and conditions of the Award, as set f |
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| May 11, 2023 |
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): May 11, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 11, 2023 |
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): May 11, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 11, 2023 |
EX-99.1 Exhibit 99.1 Leading the Future of Breeding™ M a y 2 0 2 3 Key Management Team Rory Riggs Peter Beetham, PhD Greg Gocal, PhD CEO, CHAIRMAN COO, PRESIDENT EVP, CHIEF SCIENTIFIC CO-FOUNDER CO-FOUNDER OFFICER, CO-FOUNDER Noel Sauer, PhD Wade King, MD Rosa Cheuk Kim, JD SVP, HEAD OF R&D CHIEF FINANCIAL SVP, LEGAL OFFICER 2 2 2 Founded Employees Headquarters 2001 ~200 San Diego, CA The Future o |
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| May 9, 2023 |
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): May 9, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 5, 2023 |
425 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): May 2, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 5, 2023 |
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): May 2, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 2, 2023 |
Leadership Talking Points – May 2, 2023 425 Filed by Calyxt, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Calyxt, Inc. Commission File No.: 001-38161 Leadership Talking Points – May 2, 2023 The following discussion points are being provided by Cibus to aid Cibus management in helping to address employee questions in connectio |
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| May 2, 2023 |
CIBUS GLOBAL, LLC 6455 Nancy Ridge Drive San Diego, CA 92121 May 2, 2023 DISCLOSURE STATEMENT 425 Table of Contents Filed by Calyxt, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Calyxt, Inc. Commission File No.: 001-38161 In connection with the implementation of the proposed merger of Cibus Global, LLC and Calyxt, Inc., on May 2, 2023, the following disclosure statement was dist |
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| May 1, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 1, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 1, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023; or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0 |
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| May 1, 2023 |
425 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): May 1, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 1, 2023 |
EX-99.1 Exhibit 99.1 Calyxt Reports First Quarter 2023 Financial Results and Provides Corporate Update —Proposed merger with Cibus Global Expected to Close in Q2 2023— —1-for-10 reverse stock split executed— —Current customer projects under development are on track— —Evologic Technologies completed initial phase of project to scale production of Calyxt’s Plant Cell Matrix™ and BioFactoryTM technol |
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| April 24, 2023 |
Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events 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): April 24, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| April 24, 2023 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CALYXT, INC. Calyxt, Inc., a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: (1) The name of the Corporation is Calyxt, Inc (the “Corporation”). (2) The Amended and Restated Certificate of Incorporation of the Corporation was filed with |
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| April 24, 2023 |
Calyxt Completes One-for-Ten Reverse Stock Split EX-99.1 Exhibit 99.1 Calyxt Completes One-for-Ten Reverse Stock Split ROSEVILLE, MN, April 24, 2023 (PR NEWSWIRE) – Calyxt, Inc. (Nasdaq: CLXT) (“Calyxt” or the “Company”) today announced that it has completed the previously announced reverse stock split of Calyxt’s common stock, par value $0.0001 per share (“Common Stock”), at a ratio of 1-for-10. The reverse stock split was previously approved b |
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| April 21, 2023 |
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): April 21, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| April 21, 2023 |
425 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): April 21, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File N |
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| April 19, 2023 |
Exhibit 99.1 Calyxt, Inc. Announces Effectiveness of Registration Statement on Form S-4 in Connection with Merger with Cibus Global LLC ROSEVILLE, Minn. and SAN DIEGO– April 18, 2023 /PRNewswire/ — Calyxt, Inc. (Nasdaq: CLXT), a plant-based synthetic biology company, and Cibus, a leader in precision gene editing in agriculture, today announced that the registration statement on Form S-4, initially |
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| April 19, 2023 |
425 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): April 18, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File N |
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| April 19, 2023 |
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): April 18, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| April 19, 2023 |
The Market Opportunity Addressing the Crisis in Farming Productivity EX-99.2 Exhibit 99.2 The Future of Breeding™ C h a n g i n g t h e S c a l e o f Tr a i t D e v e l o p m e n t Pr o p o s e d N A S DA Q T i c ke r : C B U S A p r i l 2 0 2 3 The Market Opportunity Addressing the Crisis in Farming Productivity Breeding is How Seed Co’s Develop Traits The Industry: Seed Co’s Develop Traits and Charge Trait Fees for Productivity Gains. A Seed Company’s Success dep |
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| April 18, 2023 |
X0101 EFFECT 33 LIVE 2023-04-18 15:00:00 S-4 0001705843 Calyxt, Inc. 333-269764 |
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| April 18, 2023 |
PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-269764 PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT To the stockholders of Calyxt, Inc. and the members of Cibus Global, LLC: On January 13, 2023, Calyxt, Inc., a Delaware corporation (“Calyxt, Inc.”), and Calypso Merger Subsidiary, LLC, a Delaware limited liability company and wholly-owned subsidiary of Calyxt, Inc. (“Me |
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| April 17, 2023 |
425 Filed by Calyxt, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Calyxt, Inc. Commission File No.: 001-38161 On April 16, 2023, the following communication was distributed to Cibus Global, LLC (“Cibus”) equity holders: Dear Cibus Shareholder: Attached is your estimated K-1 report for |
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| April 14, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) Calyxt, Inc. |
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| April 14, 2023 |
Calyxt, Inc. 2800 Mount Ridge Road Roseville, MN 55113 CORRESP Calyxt, Inc. 2800 Mount Ridge Road Roseville, MN 55113 April 14, 2023 CORRESPONDENCE FILED VIA EDGAR Office of Industrial Applications and Services Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Margaret Schwartz Re: Calyxt, Inc. Registration Statement on Form S-4 (File No. 333-269764) Request for Acceleration of |
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| April 14, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): April 14, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| April 14, 2023 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment to the Agreement and Plan of Merger (this “Amendment”), dated April 14, 2023, is by and between Calyxt, Inc., a Delaware corporation (“Public Company”) and Cibus Global, LLC, a Delaware limited liability company (“Merger Partner”), and amends that certain Agreement and Plan of Merger, dated Ja |
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| April 14, 2023 |
425 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): April 14, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File N |
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| April 14, 2023 |
Form of Proxy Card for Special Meeting of Stockholders of Calyxt EX-99.1 Exhibit 99.1 BROADRIDGE CORPORATE ISSUER SOLUTIONS C/O CALYXT, INC. P.O. BOX 1342 BRENTWOOD, NY 11717 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meet |
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| April 14, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on April 14, 2023 Registration No. |
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| April 7, 2023 |
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): April 7, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Number |
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| April 7, 2023 |
Calyxt Announces Effective Date of Reverse Stock Split EX-99.1 Exhibit 99.1 Calyxt Announces Effective Date of Reverse Stock Split ROSEVILLE, MN, April 7, 2023 (PR NEWSWIRE) – Calyxt, Inc. (Nasdaq: CLXT) (“Calyxt” or the “Company”) today announced that it will proceed with the 1-for-10 reverse stock split previously approved by the Company’s shareholders at the annual meeting of shareholders on June 1, 2022. Calyxt plans to file an amendment to its ce |
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| April 4, 2023 |
“Investing in seed innovation is one of the best ways to ensure food security.” - Bill Gates 2 2 EX-99.1 2 d468358dex991.htm EX-99.1 Exhibit 99.1 The Future of Breeding™ D r i v i n g S u s t a i n a b l e A g r i c u l t u re™ A p r i l 2 0 2 3 “Investing in seed innovation is one of the best ways to ensure food security.” - Bill Gates 2 2 The Past & the Present The Oldest Industry without a Technological Moment Breeding is Still a Lengthy and Random Process 3 Gene Editing Can be that Moment |
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| April 4, 2023 |
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): April 4, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Number |
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| April 4, 2023 |
425 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): April 4, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Nu |
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| March 31, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| March 30, 2023 |
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): March 30, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| March 30, 2023 |
425 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): March 30, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File N |
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| March 28, 2023 |
“Investing in seed innovation is one of the best ways to ensure food security.” - Bill Gates 2 2 EX-99.1 Exhibit 99.1 The Future of Breeding ™ Company Introduction April 2023 “Investing in seed innovation is one of the best ways to ensure food security.” - Bill Gates 2 2 Key Management Team Rory Riggs Greg Gocal, PhD Peter Beetham, PhD CHIEF SCIENTIFIC OFFICER CHIEF EXECUTIVE CHIEF OPERATING OFFICER EXECUTIVE VICE PRESIDENT OFFICER PRESIDENT CHAIRMAN CO-FOUNDER CO-FOUNDER CO-FOUNDER Noel Saue |
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| March 28, 2023 |
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): March 28, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| March 28, 2023 |
425 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): March 28, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File N |
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| March 22, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| March 22, 2023 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 16, 2023 |
425 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): March 15, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File N |
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| March 16, 2023 |
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): March 15, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| March 7, 2023 |
425 Filed by Calyxt, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Calyxt, Inc. Commission File No.: 001-38161 On March 7, 2023, the following article, authored by Rory Riggs and Jim Radtke, was published in Germination, which is a part of SeedWorld Media: GIANT VIEWS WHEN IT COMES TO G |
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| March 3, 2023 |
EX-10.44 Exhibit 10.44 CALYXT, INC. 2017 OMNIBUS INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD ###PARTICIPANTNAME### Subject to the terms and conditions set forth in this notice of grant (the “Notice”) and the Restricted Stock Agreement (the Notice and Restricted Stock Agreement constituting this “Award Agreement”), Calyxt, Inc., a Delaware corporation (the “Company”) has granted you an awa |
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| March 3, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022; or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissio |
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| March 2, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022; or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38 |
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| March 2, 2023 |
425 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): March 2, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Nu |
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| March 2, 2023 |
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): March 2, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Number |
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| March 2, 2023 |
EX-99.1 Exhibit 99.1 Calyxt Reports Fourth Quarter 2022 Financial Results and Provides Corporate Update —Announced proposed merger with Cibus Global and filed initial registration statement on Form S-4— —Current customer projects under development are on track— —Signed agreement with Evologic Technologies to further develop and scale production of its Plant Cell Matrix™ and BioFactoryTM technologi |
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| March 2, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Calyxt, Inc. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0001 sh |
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| March 2, 2023 |
EX-10.44 Exhibit 10.44 CALYXT, INC. 2017 OMNIBUS INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD ###PARTICIPANTNAME### Subject to the terms and conditions set forth in this notice of grant (the “Notice”) and the Restricted Stock Agreement (the Notice and Restricted Stock Agreement constituting this “Award Agreement”), Calyxt, Inc., a Delaware corporation (the “Company”) has granted you an awa |
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| March 2, 2023 |
As filed with the Securities and Exchange Commission on March 2, 2023 S-8 As filed with the Securities and Exchange Commission on March 2, 2023 Registration No. |
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| February 24, 2023 |
425 Filed by Calyxt, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Calyxt, Inc. Commission File No.: 001-38161 In February 2023, Cibus Global, LLC posted the following article on the “News” tab of its website: 6 SAN DIEGO BUSINESS JOURNAL www.sdbj.com JANUARY 30, 2023 Cibus ‘Cements’ It |
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| February 24, 2023 |
425 Filed by Calyxt, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Calyxt, Inc. Commission File No.: 001-38161 On February 6, 2023, Cibus Global, LLC published the following post on LinkedIn and Facebook: Farm Journal captures the emerging business of plant gene editing as transformativ |
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| February 24, 2023 |
425 Filed by Calyxt, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Calyxt, Inc. Commission File No.: 001-38161 On January 27, 2023, Cibus Global, LLC published the following post on LinkedIn and Facebook: Great coverage in Seed World of our recently announced definitive merger agreement |
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| February 15, 2023 |
EX-99.1 Exhibit 99.1 Calyxt, Inc. Announces its Filing of Registration Statement on Form S-4 in Connection with Merger with Cibus Global LLC ROSEVILLE, Minn. and SAN DIEGO– Feb. 15, 2023 /PRNewswire/ — Calyxt, Inc. (Nasdaq: CLXT), a plant-based synthetic biology company, and Cibus, a leader in precision gene editing in agriculture, today announced that Calyxt has filed a registration statement on |
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| February 15, 2023 |
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): February 15, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Nu |
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| February 15, 2023 |
425 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): February 15, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 14, 2023 |
EX-10.60 17 d401831dex1060.htm EX-10.60 Exhibit 10.60 TRANSFER AND ASSIGNMENT AGREEMENT THIS TRANSFER AND ASSIGNMENT AGREEMENT dated as of May 3, 2022 (this “Agreement”) is by and between Cibus US LLC, a Delaware limited liability company (“Transferor”) and Cibus Global, LLC, a Delaware limited liability company (“Transferee”). Transferor and Transferee are sometimes referred to individually as a |
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| February 14, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on February 14, 2023 Registration No. |
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| February 14, 2023 |
EX-10.46 Exhibit 10.46 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”), dated 11115/18 (“Effective Date”), is between Cibus Global, Ltd., a British Virgin Islands business corporation (the “Company”) and Peter R. Beetham, Ph.D. (“Executive”). 1. POSITION, RESPONSIBILITIES, AND TERM a. Position. Executive is employed by the Company to render services to the Company |
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| February 14, 2023 |
EX-10.56 Exhibit 10.56 WARRANT TRANSFER AND EXCHANGE AGREEMENT BY AND BETWEEN CIBUS GLOBAL, LTD., THE PERSONS AND ENTITIES NAMED HEREIN AS SELLERS AND RORY RIGGS, AS THE SELLER REPRESENTATIVE DATED AS OF DECEMBER 31, 2014 WARRANT TRANSFER AND EXCHANGE AGREEMENT This WARRANT TRANSFER AND EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of December 31, 2014 (the “Effective Date”), |
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| February 14, 2023 |
EX-10.47 Exhibit 10.47 First Amendment to Executive Employment Agreement This First Amendment to Executive Employment Agreement (“Amendment”) is entered into effective September 17, 2021 (“Effective Date”), by and between Peter R. Beetham, Ph.D. (“Executive”) and Cibus Global, LLC, a Delaware limited liability company (as successor to Cibus Global Ltd.) (“Company”), who agree to amend that certain |
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| February 14, 2023 |
EX-10.48 Exhibit 10.48 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”), dated 11/15/18 (“Effective Date”), is between Cibus Global Ltd, a British Virgin Islands business company (the “Company”) and Gregory F. Gocal, Ph.D. (“Executive”). 1. POSITION, RESPONSIBILITIES, AND TERM a. Position. Executive is employed by the Company to render services to the Company in the |
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| February 14, 2023 |
Consent of Jean-Pierre Lehmann to be named as a Director EX-99.5 Exhibit 99.5 CONSENT OF PERSON NAMED AS ANTICIPATED TO BECOME A DIRECTOR February 14, 2023 Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the registration statement on Form S-4 of Calyxt, Inc. (the “Company”), and all amendments thereto (the “Registration Statement”) and any related prospectus filed pursuant to Rule 424 |
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| February 14, 2023 |
Consent of Gerhard Prante, Ph.D. to be named as a Director EX-99.6 Exhibit 99.6 CONSENT OF PERSON NAMED AS ANTICIPATED TO BECOME A DIRECTOR February 14, 2023 Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the registration statement on Form S-4 of Calyxt, Inc. (the “Company”), and all amendments thereto (the “Registration Statement”) and any related prospectus filed pursuant to Rule 424 |
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| February 14, 2023 |
Consent of Keith Walker to be named as a Director EX-99.7 Exhibit 99.7 CONSENT OF PERSON NAMED AS ANTICIPATED TO BECOME A DIRECTOR February 14, 2023 Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the registration statement on Form S-4 of Calyxt, Inc. (the “Company”), and all amendments thereto (the “Registration Statement”) and any related prospectus filed pursuant to Rule 424 |
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| February 14, 2023 |
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): February 14, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission File Nu |
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| February 14, 2023 |
EX-10.50 Exhibit 10.50 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (“Agreement”), is entered into effective as of December 17, 2021 (“Effective Date”), by and between Cibus US, LLC, a Delaware limited liability company (the “Company”) and Wade Hampton King (“Executive”). 1. POSITION, RESPONSIBILITIES, AND TERM 1.1 Position. Executive |
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| February 14, 2023 |
EX-10.51 Exhibit 10.51 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”), is entered into effective as of October 4, 2021 (“Effective Date”), by and between Cibus Global, LLC, a Delaware limited liability company (the “Company”) and Rory B. Riggs (“Executive”). 1. POSITION, RESPONSIBILITIES, AND TERM 1.1 Position. Executive is employed by the Company to render servic |
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| February 14, 2023 |
Consent of Peter Beetham, Ph.D. to be named as a Director EX-99.3 21 d401831dex993.htm EX-99.3 Exhibit 99.3 CONSENT OF PERSON NAMED AS ANTICIPATED TO BECOME A DIRECTOR February 14, 2023 Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the registration statement on Form S-4 of Calyxt, Inc. (the “Company”), and all amendments thereto (the “Registration Statement”) and any related prospectu |
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| February 14, 2023 |
EX-10.58 15 d401831dex1058.htm EX-10.58 Exhibit 10.58 CONTRIBUTION AND ASSIGNMENT AGREEMENT THIS CONTRIBUTION AND ASSIGNMENT AGREEMENT dated as of May 3, 2022 (this “Agreement”) is by and between Cibus Global, LLC, a Delaware limited liability company, as contributor (“Contributor”) and Cibus Charitable Foundation, Inc., a Delaware non-stock, nonprofit corporation, as contributee (“Contributee”). |
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| February 14, 2023 |
425 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): February 14, 2023 Calyxt, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38161 27-1967997 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 14, 2023 |
Calyxt, Inc. 2017 Omnibus Incentive Plan (As Amended, Effective May 18, 2021) EX-10.11 Exhibit 10.11 APPENDIX A CALYXT, INC. 2017 OMNIBUS INCENTIVE PLAN (AS AMENDED, EFFECTIVE MAY 18, 2021) 1. Purposes of the Plan. The purposes of this Omnibus Incentive Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants, and to promote the success of the Company’s business. 2. |
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| February 14, 2023 |
EX-10.57 Exhibit 10.57 ASSIGNMENT AGREEMENT This Assignment Agreement, dated as of May 3, 2022 (this “Agreement”), is entered into by and between Cibus Global, LLC, a Delaware limited liability company (“Contributor”) and Cibus Charitable Foundation, Inc., a Delaware non-stock, nonprofit corporation (“Contributee”). Contributor and Contributee are sometimes referred to individually as a “Party” an |
