Cibus Inc美股招股说明书(2026-01-28版)

Shares of ClassA Common Stock Cibus, Inc. (“Cibus,” the “Company,” “we,” “our” or “us”) is offeringshares of its ClassA common stock, $0.0001 par valueper share (“ClassA Common Stock”), pursuant to this prospectus supplement and the accompanying prospectus. The public offering price foreach share of ClassA Common Stock is $. Members of the Company’s Board of Directors have indicated an interest in purchasing (either directly or through affiliated investmentvehicles) shares of ClassA Common Stock in this offering at the price offered to the public with an aggregate value of approximately$1.5million. Because these indications of interest are not a binding agreement or commitment to purchase, such insiders may elect not topurchase any shares in this offering, or the underwriter may elect not to sell any shares in this offering to such insiders. We have granted the underwriter the option to purchase, exercisable within a 30-day period, up to an additionalshares ofClassA Common Stock. We are offering all of the shares of ClassA Common Stock offered by this prospectus on a firm commitmentunderwritten basis. The ClassA Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “CBUS.” On January27, 2026, the lastreported sale price of the ClassA Common Stock on Nasdaq was $1.80 per share. We are a “smaller reporting company” as defined under applicable Securities and Exchange Commission (“SEC”) rules and are subjectto reduced public company reporting requirements. See “Prospectus Supplement Summary—Implications of Being a Smaller ReportingCompany.” Investing in our ClassA Common Stock involves a high degree of risk. Before making an investmentdecision, please read the information in the section titled “Risk Factors” beginning on page S-9 of thisprospectus supplement and in the documents incorporated by reference into this prospectus supplement andthe accompanying prospectus. (1)We have agreed to pay BTIG, LLC (the “underwriter”) underwriting discounts and commissions between 6.0% and 7.0% of theaggregate gross proceeds in this offering, subject to certain exceptions. See “Underwriting” beginning on page S-20 for additionalinformation regarding compensation payable in connection with this offering.(2)If the underwriter exercises its option to purchase additional shares in full, the total underwriting discounts and commissions payable byus will be $, and the total proceeds to us, before expenses, will be $. Neither the SEC nor any state securities commission has approved or disapproved of the ClassA Common Stock or passed uponthe adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is acriminal offense. The date of this prospectus supplement is, 2026. Table of Contents TABLE OF CONTENTS Prospectus Supplement TABLE OF CONTENTSABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYDESCRIPTION OF SECURITIESDILUTIONUNDERWRITINGCERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERSLEGAL MATTERSEXPERTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Prospectus Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement on FormS-3 (File No.333-273062) that we filedwith the SEC utilizing a “shelf” registration process. This document is in two parts. The first part is this prospectus supplement, which describes thespecific terms of this offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated byreference herein. The second part, the accompanying prospectus, provides more general information. Generally, when we refer to this prospectus, we arereferring to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement andthe information contained in the accompanying prospectus or any document incorporated by reference therein filed prior to the date of this prospectussupplement, you should rely on the information in this prospectus supplement; provided that if any statement in one of these documents is inconsistentwith a statement in another document having a later date—for example, a document incorporated by reference in the accompanying prospectus—thestatement in the document having the later date modifies or supersedes the earlier statement. We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that isincorporated by reference herein or in the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, insome cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed