Form 4: Cibus CEO Rory Riggs Acquires 98,040 Shares and Warrants in Direct Offering

Cibus CEO Rory Riggs purchased 98,040 shares of Class A Common Stock and accompanying warrants at $10.20 per share as part of a registered direct offering.

Summary

• On June 11, 2024, Cibus, Inc. entered into a Securities Purchase Agreement with CEO Rory Riggs.
• Riggs acquired 98,040 shares of Class A Common Stock and a common warrant to purchase Class A Common Stock at a combined offering price of $10.20 per share.
• The transaction was part of a registered direct offering expected to close around June 13, 2024.
• The common warrants are exercisable immediately at $10.07 per share and expire on June 13, 2029.
• The warrants can only be exercised to the extent that Riggs' beneficial ownership does not exceed 19.99% of the outstanding Class A Common Stock or the combined voting power.
• Following the transaction, Riggs directly owns 3,201,828 shares of Class A Common Stock.
• Riggs also indirectly owns 2,916 shares through the Rory Riggs Family Trust and 15,791 shares through his spouse.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as the CEO's investment signals confidence, but the potential dilution from the direct offering tempers the enthusiasm.

Positives

• The CEO's investment in the company may signal confidence in Cibus's future prospects.
• The board's approval of the transaction suggests alignment with corporate governance standards.

Risks

• The warrant exercise is capped to prevent Riggs' ownership from exceeding 19.99%, which could limit his influence.
• The direct offering could potentially dilute existing shareholders' equity.

Future Outlook

The registered direct offering with respect to Mr. Riggs is expected to close on or about June 13, 2024.

Management Comments

• The transaction was approved by the Issuer's board of directors in accordance with Rule 16b-3.

Industry Context

Direct offerings are a common method for companies to raise capital, particularly for smaller companies or those in the biotechnology sector like Cibus.

Comparison to Industry Standards

• Direct offerings are frequently used in the biotech industry, similar to companies like Amyris or Intrexon, to secure funding for ongoing research and development.
• The warrant structure is also a common incentive for investors in such offerings, aligning their interests with the company's long-term success.

Related Party Transactions

• The transaction between Cibus and its CEO, Rory Riggs, is a related party transaction.

Stakeholder Impact

• Shareholders may experience dilution if the warrants are exercised.
• The CEO's increased stake could align management's interests more closely with shareholders.

Next Steps

• Closing of the registered direct offering with respect to Mr. Riggs is expected around June 13, 2024.
• Potential exercise of the warrants by Mr. Riggs before their expiration on June 13, 2029.

Key Dates