Cibus Inc美股招股说明书(2026-03-25版)

Cibus, Inc. (“Cibus” or the “Company”) is offering (i)shares of its ClassA common stock, $0.0001 par value per share(“ClassA Common Stock”) and (ii) pre-funded warrants to purchaseshares of its Class A Common Stock (each a “Pre-FundedWarrant” and collectively, the “Pre-Funded Warrants”), pursuant to this prospectus supplement and the accompanying prospectus. The publicoffering price for each share of ClassA Common Stock is $and the public offering price for each Pre-Funded Warrant is $.This prospectus supplement also relates to the shares of ClassA Common Stock issuable upon the exercise of the Pre-Funded Warrants. Cibus has granted the underwriter the option to purchase, exercisable within a 30-day period, up to an additionalshares ofClassA Common Stock. Cibus is offering all of the shares of ClassA Common Stock and Pre-Funded Warrants offered by this prospectus on afirm commitment underwritten basis. The Pre-Funded Warrants will not have an expiration date and will be exercisable immediately, subject to the exercise limitationsdescribed herein. The exercise price for each Pre-Funded Warrant will be equal to $0.0001per share of ClassA Common Stock. The ClassA Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “CBUS.” On March24, 2026, the lastreported sale price of the ClassA Common Stock on Nasdaq was $2.71per share. There is no established public trading market for the Pre-Funded Warrants, and we do not expect a market to develop. In addition, we donot intend to apply for the listing of the Pre-Funded Warrants on any national securities exchange or other nationally recognized tradingsystem. Without an active trading market, we expect that the liquidity of the Pre-Funded Warrants will be limited. Cibus is 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 Cibus’ securities involves a high degree of risk. Before making an investment decision, please read the information inthe section titled “Risk Factors” beginning on page S-5 of this prospectus supplement and in the documents incorporated by referenceinto this prospectus supplement and the accompanying prospectus. (1)Cibus has agreed to pay BTIG, LLC (the “underwriter”) underwriting discounts and commissions of 7.0% of the aggregate grossproceeds in this offering, subject to certain exceptions. See “Underwriting” beginning on page S-19 for additional information regardingunderwriting 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 byCibus will be $, and the total proceeds to us, before expenses, will be $.(3)Does not give effect to any exercise of any Pre-Funded Warrants being issued in this offering. Neither the SEC nor any state securities commission has approved or disapproved of the securities or passed upon the adequacyor accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. , 2026, subject to the satisfaction of certain closing Delivery of the securities offered hereby is expected to be made on or aboutconditions. 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 UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSLEGAL 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 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 Cibusfiled with the SEC utilizing a “shelf” registration process. This document is in two parts. The first part is this prospectus supplement, which describesthe specific terms of this offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporatedby reference herein. The second part, the accompanying prospectus, provides more general information. Generally, when Cibus refers to this prospectus,it is referring to both parts of this document combined. To the extent there is a conflict b