Cibus Inc 美股招股说明书（2026年5月22日版）

Cibus, Inc. 10,738,040 Shares of Common Stock Underlying Outstanding Warrants This prospectus relates to the issuance by Cibus, Inc. (“Cibus” or the “Company”) of up to an aggregate of 10,738,040 shares of its ClassACommon Stock, par value $0.0001 per share (the “ClassA Common Stock”), issuable upon the exercise of certain outstanding warrants outstanding asof the date hereof that were initially issued by Cibus under its Registration Statement on Form S-3 (Registration No.333-273062) (collectively, the •1,298,040 shares of ClassA Common Stock issuable upon exercise of outstanding common warrants to purchase ClassA Common Stock,of which 1,198,040 have an exercise price of $2.50 per share and 100,000 have an exercise price of $10.00 per share, that were originallyissued by Cibus on or about June13, 2024 pursuant to a prospectus dated October27, 2023 and a related prospectus supplement dated •9,040,000 shares of ClassA Common Stock issuable upon exercise of outstanding common warrants, each with an exercise price of $2.50per share of ClassA Common Stock, that were originally issued by Cibus on or about January24, 2025 pursuant to a prospectus datedOctober27, 2023 and a related prospectus supplement dated January21, 2025 (the “2025 Common Warrants”); and •400,000 shares of ClassA Common Stock issuable upon exercise of outstanding pre-funded warrants, each with an exercise price of$0.0001, that were originally issued by Cibus on or about January24, 2025 pursuant to a prospectus dated October27, 2023 and a related The 2024 Common Warrants were immediately exercisable, with an expiration date five years after their date of issuance. The 2025 CommonWarrants became exercisable on May22, 2025 and expire five years after that date. The 2025 Pre-Funded Warrants were immediately exercisable and The Company will receive the proceeds from the exercise of the Warrants but not from any sale of the underlying shares of ClassA CommonStock. The Company’s ClassA Common Stock is traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “CBUS”. The closing price for theCompany’s ClassA Common Stock on May21, 2026 was $1.38 per share, as reported on Nasdaq. The date of this prospectus is May22, 2026. Table of Contents TABLE OF CONTENTS DESCRIPTION OF CAPITAL STOCK WHERE YOU CAN FIND ADDITIONAL INFORMATION INCORPORATION OF CERTAIN INFORMATION BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on FormS-3that the Company filed with the Securities and Exchange Commission (the “SEC”)utilizing a “shelf” registration process. This prospectus relates to the offering of shares of ClassA Common Stock issuable upon the exercise of theoutstanding Warrants. Before exercising any Warrants for shares of ClassA Common Stock covered by this prospectus, it is important for you to read The information contained in this prospectus or incorporated by reference herein is accurate only as of the respective dates thereof, regardless ofthe time of delivery of this prospectus or of any issuance of ClassA Common Stock hereunder. The Company’s business, financial condition, results ofoperations and prospects may have changed since those dates. To the extent there is a conflict between the information contained in this prospectus, onthe one hand, and the information contained in any document incorporated by reference into this prospectus that was filed with the SEC before the date The representations, warranties and covenants made by the Company in any agreement that is filed as an exhibit to any document that isincorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose ofallocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such The Company has not authorized anyone to provide any information or to make any representations other than those contained or incorporated byreference in this prospectus or any free writing prospectus the Company has prepared. The Company takes no responsibility for, and can provide no This prospectus is an offer to sell only ClassA Common Stock upon exercise of outstanding Warrants and only under circumstances and injurisdictions where it is lawful to do so. The distribution of this prospectus and the offering of the shares of ClassA Common Stock offered by thisprospectus in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus must inform Table of Contents SUMMARY This summary highlights selected information contained elsewhere in this prospectus or incorporated by reference in this prospectus, anddoes not contain all of the information that you need to consider in making your investment decision. You should carefully read the entireprospectus, and any related free writing prospectus, including the risks of inv