SCHEDULE 13D/A: Cibus Inc. Chairman Rory Riggs Significantly Increases Stake to 33.02% Through Series of Offerings and Warrant Exercises

Cibus Inc. Chairman Rory B. Riggs has substantially increased his beneficial ownership in the company to 33.02% through multiple direct offerings, warrant exercises, and share exchanges, reinforcing his significant influence as the largest stockholder.

Summary

• Rory B. Riggs, Chairman of Cibus, Inc.'s Board of Directors, has increased his beneficial ownership to 18,726,128 shares of Class A Common Stock, representing approximately 33.02% of the outstanding shares.
• This increase stems from a series of transactions including participation in registered direct offerings and public offerings, exchanges of Class B for Class A common stock, and the exercise of pre-funded warrants.
• Key acquisitions include 517,107 shares and 50,000 pre-funded warrants in December 2023, 98,040 shares and 98,040 common warrants in June 2024, 250,000 shares in September 2024, 4,000,000 pre-funded warrants and 4,000,000 common warrants in January 2025, and 5,714,286 shares in June 2025.
• The exercise price of 2024 Common Warrants held by Mr. Riggs was reduced from $10.07 to $2.50 per share following stockholder approval on May 22, 2025.
• Mr. Riggs fully exercised 50,000 2023 Pre-Funded Warrants and 4,000,000 2025 Pre-Funded Warrants on June 9, 2025.
• All acquisitions were funded through Mr. Riggs' personal funds.
• Mr. Riggs views his holdings as an investment and intends to review it on an ongoing basis.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The significant increase in insider ownership by the Chairman is a strong vote of confidence. However, the repeated capital raises at progressively lower prices suggest ongoing funding needs and potential dilution, which temper the overall positive sentiment.

Positives

• Significant increase in insider ownership by the Chairman of the Board, Rory B. Riggs, to 33.02%, indicating strong confidence in the company's future.
• Rory B. Riggs's continued participation in multiple capital raises demonstrates a strong commitment to the company's financial stability and growth.
• The repricing of 2024 Common Warrants to $2.50 per share, approved by stockholders, makes the exercise more favorable for warrant holders, including Mr. Riggs.
• The full exercise of 2023 and 2025 Pre-Funded Warrants by Mr. Riggs on June 9, 2025, converts potential shares into actual equity, strengthening his direct stake.

Negatives

• The repeated capital raises (December 2023, June 2024, September 2024, January 2025, June 2025) suggest ongoing need for funding, potentially indicating a lack of sustained profitability or significant cash burn.
• The decreasing purchase prices in subsequent offerings ($10.58 in Dec 2023, $10.20 in June 2024, $4.00 in Sep 2024, $2.4999 for warrants in Jan 2025, $1.75 in June 2025) suggest a declining share price or valuation over time, which could be dilutive for existing shareholders not participating in these offerings.
• The need for stockholder approval to reprice warrants and make them exercisable for Nasdaq listing rules indicates potential governance or compliance hurdles related to previous financing terms.

Risks

• Potential for further dilution from future capital raises, given the company's history of multiple offerings at decreasing prices.
• Market and economic conditions could negatively impact the value of Mr. Riggs's investment and the company's performance.
• The company's reliance on capital raises to fund operations or growth could pose a risk if market conditions become unfavorable for fundraising.
• Lock-up agreements restrict the sale of shares by the Reporting Person for specified periods (e.g., 90, 60, 30 days), which could impact liquidity for a significant insider.

Future Outlook

The Reporting Person considers his holdings as an investment and intends to review such investment on an ongoing basis, taking into account general market and economic conditions. He may also exercise the 2024 Common Warrants and/or the 2025 Common Warrants from time to time.

Management Comments

• "The Reporting Person presently considers the foregoing securities as an investment and intends to review such investment on an ongoing basis, taking into account a number of factors, including, without limitation, general market and economic conditions."
• "From time to time, the Reporting Person may exercise the 2024 Common Warrants and/or the 2025 Common Warrants."

Industry Context

This filing reflects a significant insider's increasing stake in a company, which is generally viewed positively as a sign of confidence. However, the repeated capital raises at declining prices suggest the company may be in a growth phase requiring substantial funding or facing challenges in achieving profitability, which is common for early-stage or high-growth companies in the biotech/agtech sector. The warrant repricing and extensions are mechanisms often used to incentivize investor participation and maintain liquidity in challenging market conditions.

Management Changes

Corporate Governance

Related Party Transactions

• Rory B. Riggs, as Chair of the Board and a significant shareholder, participated in multiple registered direct offerings and public offerings, purchasing shares and warrants directly from the Issuer.
• The distribution of shares from New Ventures Agtech Solutions, LLC to Rory B. Riggs and his spouse.
• The exchange of Class B Common Stock for Class A Common Stock by Rory B. Riggs.
• The Warrant Amendment Agreement, which reduced the exercise price of 2024 Common Warrants held by Rory B. Riggs, was conditioned on stockholder approval.

Stakeholder Impact

• Shareholders: Existing shareholders may experience dilution due to the multiple capital raises, especially those who did not participate in the offerings at lower prices. However, the increased insider ownership by the Chairman could be seen as a positive signal of long-term commitment.
• Investors (Warrant Holders): Holders of 2024 Common Warrants, including Rory B. Riggs, benefit from the reduced exercise price, making their warrants more valuable and likely to be exercised.
• Company (Cibus, Inc.): The capital raises provide necessary funding for operations and growth. The increased insider stake aligns management's interests more closely with shareholders.

Next Steps

• Rory B. Riggs will continue to review his investment on an ongoing basis.
• Rory B. Riggs may exercise the 2024 Common Warrants and/or the 2025 Common Warrants from time to time.

Key Dates

Recommendation

Keywords

Cibus Inc., Rory B. Riggs, Schedule 13D, Beneficial Ownership, Insider Ownership, Class A Common Stock, Warrants, Pre-Funded Warrants, Registered Direct Offering, Public Offering, Share Exchange, Corporate Governance, Investment, Lock-up Agreement, Registration Rights, Warrant Repricing, Nasdaq Listing Rules