Cibus Inc美股招股说明书(2026-01-30版)

13,333,333 Shares of ClassA Common Stock Cibus, Inc. (“Cibus,” the “Company,” “we,” “our” or “us”) is offering 13,333,333 shares of its ClassA common stock, $0.0001 par value per share (“ClassACommon Stock”), pursuant to this prospectus supplement and the accompanying prospectus. The public offering price for each share of ClassA Common Stock is $1.50. Members of the Company’s Board of Directors are purchasing (either directly or through affiliated investment vehicles) an aggregate of 999,999shares of ClassACommon Stock in this offering at the price offered to the public. We have granted the underwriter the option to purchase, exercisable within a 30-day period, up to an additional 1,999,999 shares of ClassA Common Stock. Weare offering all of the shares of ClassA Common Stock offered by this prospectus on a firm commitment underwritten basis. The ClassA Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “CBUS.” On January27, 2026, the last reported sale price of theClassA 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 subject to reduced public companyreporting requirements. See “Prospectus Supplement Summary—Implications of Being a Smaller Reporting Company.” Investing in our ClassA Common Stock involves a high degree of risk. Before making an investment decision, please read theinformation in the section titled “Risk Factors” beginning on page S-9 of this prospectus supplement and in the documentsincorporated by reference into this prospectus supplement and the accompanying prospectus. PerShareofClassACommon StockTotalPublic offering price$1.50000$ 19,999,999.50Underwriting discounts and commissions(1)$0.09375$1,249,999.97Proceeds, before expenses, to us(1)(2)$1.40625$ 18,749,999.53 (1)See “Underwriting” beginning on page S-20 for additional information 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 by us will be $1,437,499.88,and the total proceeds to us, before expenses, will be $21,562,498.12. Neither the SEC nor any state securities commission has approved or disapproved of the ClassA Common Stock or passed upon the adequacy oraccuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. Delivery of the shares of ClassA Common Stock offered hereby is expected to be made on or about January30, 2026, subject to the satisfaction of certain closingconditions. The date of this prospectus supplement is January 29, 2026. 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 ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSINFORMATION ABOUT THE COMPANYRISK FACTORSUSE OF PROCEEDSPLAN OF DISTRIBUTIONDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEPOSITARY SHARESDESCRIPTION OF WARRANTSDESCRIPTION OF SUBSCRIPTION RIGHTSDESCRIPTION OF UNITSLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE 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 agreem