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United States securities and exchange commission logo
September 26, 2023
Rory Riggs
Chief Executive Officer
Cibus, Inc.
6455 Nancy Ridge Drive
San Diego, CA 92121
Re: Cibus, Inc.
Form 8-K/A filed
June 29, 2023
File No. 001-38161
Dear Rory Riggs:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 8-K/A filed June 29, 2023
Exhibit 99.7 Unaudited Pro Forma Combined Financial Information for
Cibus Global, LLC and
Calyxt, Inc. Introductory Note
Introductory Note, page 1
1. We note your response
to prior comment 1, as well as the additional information you
provided during our
September 14, 2023 telephone call. Please address the following:
Provide the
ownership and structure of the entities before the date of the business
combination, as
well as the ownership interests after the transaction. In this regard,
we note that the
Company owns 79.1% of the Cibus common units. Identify who
owns the remainder
of the common units;
Provide a detailed
description of the legal steps taken to effect the transaction,
including the
changes to the structures of the entities and the specific timing of each
step between
January 13, 2023, the date of the Agreement and Plan of Merger, and
May 31, 2023, the
date the parties completed the business combination;
Rory Riggs
Cibus, Inc.
September 26, 2023
Page 2
Explain why the Company organized the combined entity in an
UP-C structure and
explain the objective(s) you were trying to achieve. Address
whether the Company
contemplated other alternative structures and, if not, why not.
Also, address why the
Up-C structure was organized with Cibus Global as an LLC with the
Company as its
managing member. Explain whether or not the intended benefits of
the UP-C
structure could have been achieved with an alternative governance
structure for Cibus
Global, whether you considered any such alternative governance
structures, and if
applicable, why you chose the structure utilized in the
transaction;
Given the Company s significant ownership interest in the
combined entity and lack
of any material non-controlling interests, please explain why the
LLC agreement was
structured such that the Company was the sole management member
of Cibus
Global;
Provide us with your comprehensive analysis related to the
determination that Cibus
Global is a VIE. Fully explain the specific changes to the LLC
agreement that
resulted in this determination, and note the timing of when the
changes legally
occurred;
You indicated that the non-managing members of Cibus Global
(post transaction) do
not have kick-out rights or participating rights. Clarify whether
this assertion is
because (i) there are no kick-out rights or participating right
or (ii) that there are kick-
out rights and/or participating rights and such rights are not
substantive. If the latter,
please explain how you determined such rights are not
substantive;
Provide the following information related to the combined
entity:
o Explain why the name of the combined entity changed to
Cibus, Inc;
o Explain why the Board of Directors of the combined company
was decreased to
six members, all of whom were legacy Cibus board members;
o Explain what drove the Board representation and structure;
o Explain how the management of the combined entity was
determined; and
o Describe the nature of the ongoing operations of the
combined entity. Address
whether any legacy operations of Calyxt is part of such
ongoing operations.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff. You may contact Jeanne Baker at (202) 551-3691
or Terence
O'Brien at (202) 551-3355 with any questions.
Sincerely,
FirstName LastNameRory Riggs
Division of
Corporation Finance
Comapany NameCibus, Inc.
Office of
Industrial Applications and
September 26, 2023 Page 2 Services
FirstName LastName