Cibus, Inc. — Director's Dealing 2023

Jun 2, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cibus, Inc. (CBUS)
CIK: 0001705843
Period of Report: 2023-05-31

Reporting Person: RIGGS RORY B (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-31	Class A Common Stock	A	848662	—	Acquired	848662	Direct
2023-05-31	Class A Common Stock	A	2916	—	Acquired	851578	Indirect
2023-05-31	Class A Common Stock	A	118893	—	Acquired	970471	Indirect
2023-05-31	Class A Common Stock	A	5401	—	Acquired	975872	Direct
2023-05-31	Class A Common Stock	A	9600	—	Acquired	985472	Indirect
2023-05-31	Class A Common Stock	A	167992	—	Acquired	1153464	Direct
2023-06-01	Class A Common Stock	P	1000	$31.50	Acquired	1154464	Direct
2023-05-31	Class B Common Stock	A	1361226	—	Acquired	1361226	Direct
2023-05-31	Class B Common Stock	A	20891	—	Acquired	1382117	Indirect
2023-05-31	Class B Common Stock	A	1505967	—	Acquired	2888084	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-31	Cibus Common Units	$	A	1361226	Acquired		Class A Common Stock (1361226)	Direct
2023-05-31	Cibus Common Units	$	A	20891	Acquired		Class A Common Stock (20891)	Indirect
2023-05-31	Cibus Common Units	$	A	1505967	Acquired		Class A Common Stock (1505967)	Indirect

Footnotes

F1: Represents shares of Class A Common Stock received as consideration in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, dated January 13, 2023, as amended by the First Amendment to the Merger Agreement, dated April 14, 2023 (as amended, the "Merger Agreement"), by and among Cibus, Inc. (formerly Calyxt, Inc.) (the "Issuer", and prior to the closing of the transactions contemplated by the Merger Agreement, "Calyxt"), Calypso Merger Subsidiary, LLC, Cibus Global, LLC ("Cibus") and certain blocker entities party thereto.

F2: Gives effect to the 1-for-5 reverse stock split of Calyxt's common stock on May 31, 2023. On the closing date, the closing price of Calyxt's common stock was $6.30. Upon closing, Calyxt was renamed "Cibus, Inc.", the Issuer's Amended and Restated Certificate was amended such that the Issuer had two classes of common stock (Class A Common Stock and Class B Common Stock), and Calyxt's existing common stock remained as Class A Common Stock.

F3: Held by the Rory Riggs Family Trust, for which the reporting person is trustee and has sole voting and dispositive power with respect to the shares held by the trust.

F4: Held by New Ventures Agtech Solutions, LLC, for which the reporting person has voting and investment power.

F5: Held jointly with the reporting person's spouse, Robin Riggs.

F6: Represents substitute awards constituting restricted shares of Class A Common Stock granted and issued pursuant to the Cibus, Inc. 2017 Omnibus Incentive Plan upon the closing of the transactions contemplated by the Merger Agreement (the "Transactions"), whereby certain Cibus restricted profits interest units previously granted to employees of Cibus were automatically cancelled and converted into the right to receive a number of restricted shares of the Class A Common Stock, subject to the same vesting schedule as was applicable to such profits interests units prior to the closing of the Transactions.

F7: Represents shares of Class B Common Stock received as consideration in connection with the Merger Agreement, with the number of such shares of Class B Common Stock equal to the number of newly issued membership units of Cibus ("Cibus Common Units"), received by the reporting person as consideration in connection with the closing of the transactions contemplated Merger Agreement. Shares of Class B Common Stock have full voting, but no economic rights. The Issuer is the managing member of Cibus, with the Issuer's only material asset consisting of Cibus Common Units.

F8: The Cibus Common Units, together with the Class B Common Stock (collectively, "Up-C Units") are generally exchangeable by the reporting person for shares of Class A Common Stock on a one-for-one basis, or, subject to certain restrictions, the cash equivalent with respect to all or a portion thereof, based on a volume-weighted average price of a share of Class A Common Stock pursuant to the terms of the Exchange Agreement, dated May 31, 2023, by and among the Issuer, Cibus, and the Up-C Unit holders.

F9: Represents Cibus Common Units received as consideration in connection with the Merger Agreement.