Cibus Inc美股招股说明书(2025-06-04版)

Shares of ClassA Common StockPre-FundedWarrants to PurchaseShares of ClassA Common Stock Cibus, Inc. (“Cibus,” the “Company,” “we,” “our” or “us”) is offering (i) Pre-FundedWarrants will be limited.Investing in our securities involves a high degree of risk. Before making an investment decision, please read the information in the sectiontitled “Risk Factors” beginning on page S-6 of this prospectus supplement and in the documents incorporated by reference into this prospectus has agreed to use its reasonable best efforts to solicit offers for the securities offered by this prospectus supplement and accompanying prospectus. The Placement Agent does nothave any obligation to sell any specific number or dollar amount of the securities being offered hereby, nor are we requiring any minimum purchase or sale of any specific numberof securities in order for us to consummate this offering. The Placement Agent is not purchasing or selling any of the securities we are offering. We have agreed to pay the PerShareofClassACommon StockPerPre-FundedWarrantPublic Offering Price $$$$ (1)We have agreed to pay the Placement Agent a cash placement commission equal to (i) 7.00% of the aggregate proceeds from the sale of the securities sold in this offering tocertain investors and (ii) 2.00% of the aggregate proceeds from the sale of the securities sold in this offering to certain other investors. We will not pay any cash placement Agent for certain expenses incurred in connection with this offering. See “Plan of Distribution” for additional disclosure regarding Placement Agent’s compensation.(2)Does not give effect to any exercise of anyPre-FundedWarrants being issued in this offering and reflects the blended rate described in footnote1.(3)Reflects actual amounts.Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the Sole Placement AgentA.G.P. DESCRIPTION OF SECURITIESDILUTIONPLAN OF DISTRIBUTIONCERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSLEGAL MATTERSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCEProspectus INFORMATION ABOUT THE COMPANYRISK FACTORSUSE OF PROCEEDS DESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEPOSITARY SHARES INCORPORATION OF CERTAIN INFORMATION BY REFERENCE representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. this prospectus supplement or the accompanying prospectus and any free writing prospectus prepared by or on our behalf to which we have referred you.We take no responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. The information contained in this prospectus supplement or the accompanying prospectus, or incorporated by reference herein or therein, or in any we believe that third-party sources are reliable, we do not guarantee the accuracy or completeness of the information extracted from these sources andwe have not independently verified such information. Similarly, while we believe our management estimates to be reasonable, they have not been verified by any independent sources. Although we are not aware of any misstatements regarding the market and industry data presented or incorporatedby reference in this prospectus supplement, these estimates involve risks and uncertainties and are subject to change based on various factors, includingthose discussed in the section titled “Risk Factors” in this prospectus supplement and any related free writing prospectus, and under similar headings inthe other documents that are incorporated by reference into this prospectus supplement. Forecasts and other forward-looking estimates about ourindustry or our performance within our industry are subject to the risks and uncertainties regarding forward-looking statements described under thecaption “Cautionary Note Regarding Forward-Looking Statements.” Accordingly, investors should not place undue reliance on this information.S-iii This summary highlights and supplements selected information, including information contained elsewhere in this prospectus supplement orincorporated by reference in this prospectus supplement, and does not contain all of the information that you need to consider in making yourinvestment decision. You should carefully read the entire prospectus supplement and accompanying prospectus, and any related free writingprospectus, including the risks of investing in our securities discussed in the section titled “Risk Factors” contained in this prospectus supplementand any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectussupplement. You should also carefully read the information incorporated by reference into this prospectus supplement, including our financialstatements, and the exhibits to the registration statem