Form 4/A for CBUS Cibus, Inc.
Accepted 2023-06-12 00:00:00 ET · period of report 2023-05-31 · accession 0000899243-23-015395 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMAI | 2023-06-12 | 2023-05-31 | CBUS | Finn Mark Terrence | Dir, 10% | A - Grant | — | +1.65M | 1.34M | New | — |
| DMAI | 2023-06-12 | 2023-05-31 | CBUS | Finn Mark Terrence | Dir, 10% | A - Grant | — | +1.52M | 25.4K | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class B Common Stock | 2023-05-31 | A | A | 12,048 | — | 25,396 | I See footnote | — | — | (F5) Represents shares of Class B Common Stock received as consideration in connection with the Merger Agreement, with the number of such shares of Class B Common Stock equal to the number of newly issued membership units of Cibus Global ("Cibus Global Common Units"), received by the reporting person as consideration in connection with the closing of the transactions contemplated by the Merger Agreement. Shares of Class B Common Stock have full voting, but no economic rights. The Issuer is the managing member of Cibus Global, with the Issuer's only material asset consisting of Cibus Global Common Units. (F3) Held of record by Delta III Partners, LLC, for which the reporting person serves as a managing member and shares voting and dispositive power. |
| 2 | Common | Class B Common Stock | 2023-05-31 | A | A | 1,505,967 | — | 1,531,363 | I See footnote | — | — | (F5) Represents shares of Class B Common Stock received as consideration in connection with the Merger Agreement, with the number of such shares of Class B Common Stock equal to the number of newly issued membership units of Cibus Global ("Cibus Global Common Units"), received by the reporting person as consideration in connection with the closing of the transactions contemplated by the Merger Agreement. Shares of Class B Common Stock have full voting, but no economic rights. The Issuer is the managing member of Cibus Global, with the Issuer's only material asset consisting of Cibus Global Common Units. (F4) Held of record by New Ventures Agtech Solutions, LLC, whose Managing Member is New Ventures Agtech Solutions Manager, LLC. The sole member of New Ventures Agtech Solutions Manager, LLC is Vantage Consulting Group, Inc., for which the reporting person serves as Chief Executive Officer and Chairman of its board of directors. The reporting person is a managing member of New Ventures Agtech Solutions Manager, LLC and shares voting and dispositive power. |
| 3 | Common | Class A Common Stock | 2023-05-31 | A | A | 13,405 | — | 1,222,566 | I See footnote | — | — | (F2) Gives effect to the 1-for-5 reverse stock split of Calyxt's common stock on May 31, 2023. On the closing date, the closing price of Calyxt's common stock was $6.30. Upon closing, Calyxt was renamed "Cibus, Inc.", the Issuer's Amended and Restated Certificate of Incorporation was amended such that the Issuer had two classes of common stock (Class A Common Stock and Class B Common Stock), and Calyxt's existing common stock remained as Class A Common Stock. (F1) Represents shares of Class A Common Stock received as consideration in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, dated January 13, 2023, as amended by the First Amendment to the Merger Agreement, dated April 14, 2023 (as amended, the "Merger Agreement"), by and among Cibus, Inc. (formerly Calyxt, Inc.) (the "Issuer", and prior to the closing of the transactions contemplated by the Merger Agreement, "Calyxt"), Calypso Merger Subsidiary, LLC, Cibus Global, LLC ("Cibus Global") and certain blocker entities party thereto. (F3) Held of record by Delta III Partners, LLC, for which the reporting person serves as a managing member and shares voting and dispositive power. |
| 4 | Common | Class A Common Stock | 2023-05-31 | A | A | 118,893 | — | 1,341,459 | I See footnote | — | — | (F2) Gives effect to the 1-for-5 reverse stock split of Calyxt's common stock on May 31, 2023. On the closing date, the closing price of Calyxt's common stock was $6.30. Upon closing, Calyxt was renamed "Cibus, Inc.", the Issuer's Amended and Restated Certificate of Incorporation was amended such that the Issuer had two classes of common stock (Class A Common Stock and Class B Common Stock), and Calyxt's existing common stock remained as Class A Common Stock. (F1) Represents shares of Class A Common Stock received as consideration in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, dated January 13, 2023, as amended by the First Amendment to the Merger Agreement, dated April 14, 2023 (as amended, the "Merger Agreement"), by and among Cibus, Inc. (formerly Calyxt, Inc.) (the "Issuer", and prior to the closing of the transactions contemplated by the Merger Agreement, "Calyxt"), Calypso Merger Subsidiary, LLC, Cibus Global, LLC ("Cibus Global") and certain blocker entities party thereto. (F4) Held of record by New Ventures Agtech Solutions, LLC, whose Managing Member is New Ventures Agtech Solutions Manager, LLC. The sole member of New Ventures Agtech Solutions Manager, LLC is Vantage Consulting Group, Inc., for which the reporting person serves as Chief Executive Officer and Chairman of its board of directors. The reporting person is a managing member of New Ventures Agtech Solutions Manager, LLC and shares voting and dispositive power. |
| 5 | Derivative | Cibus Global Common Units | 2023-05-31 | A | A | 1,505,967 | — | 1,531,363 | I See footnote | — · — to — | 1,505,967 Class A Common Stock | (F7) Represents Cibus Global Common Units received as consideration in connection with the Merger Agreement. (F4) Held of record by New Ventures Agtech Solutions, LLC, whose Managing Member is New Ventures Agtech Solutions Manager, LLC. The sole member of New Ventures Agtech Solutions Manager, LLC is Vantage Consulting Group, Inc., for which the reporting person serves as Chief Executive Officer and Chairman of its board of directors. The reporting person is a managing member of New Ventures Agtech Solutions Manager, LLC and shares voting and dispositive power. (F6) The Cibus Global Common Units, together with the Class B Common Stock (collectively, "Up-C Units") are generally exchangeable by the reporting person for shares of Class A Common Stock on a one-for-one basis, or, subject to certain restrictions, the cash equivalent with respect to all or a portion thereof, based on a volume-weighted average price of a share of Class A Common Stock pursuant to the terms of the Exchange Agreement, dated May 31, 2023, by and among the Issuer, Cibus Global, and the Up-C Unit holders. |
| 6 | Derivative | Cibus Global Common Units | 2023-05-31 | A | A | 12,048 | — | 25,396 | I See footnote | — · — to — | 12,048 Class A Common Stock | (F7) Represents Cibus Global Common Units received as consideration in connection with the Merger Agreement. (F3) Held of record by Delta III Partners, LLC, for which the reporting person serves as a managing member and shares voting and dispositive power. (F6) The Cibus Global Common Units, together with the Class B Common Stock (collectively, "Up-C Units") are generally exchangeable by the reporting person for shares of Class A Common Stock on a one-for-one basis, or, subject to certain restrictions, the cash equivalent with respect to all or a portion thereof, based on a volume-weighted average price of a share of Class A Common Stock pursuant to the terms of the Exchange Agreement, dated May 31, 2023, by and among the Issuer, Cibus Global, and the Up-C Unit holders. |