UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
In connection with the recently completed underwritten public offering (the “Offering) of 3,000,000 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of Cibus, Inc. (the “Company”), the Company granted Roth Capital Partners and A.G.P./Alliance Global Partners, as representatives (the “Representatives”) of the several underwriters named therein (collectively, the “Underwriters”), a 45-day option to purchase up to 450,000 additional shares of the Company’s Class A Common Stock (the “Option Shares”) at the public offering price of $4.00 per Share (the “Underwriter Option”).
On September 20, 2024, the Representatives notified the Company that they had partially exercised the Underwriter Option in respect of 289,953 Option Shares.
The Offering was made pursuant to a prospectus supplement and related prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Company’s shelf registration statement on Form S-3, as amended (Registration No. 333-273062). The prospectus supplement (the “Prospectus Supplement”) related to the Offering was filed with the Commission on September 19, 2024.
A copy of the opinion of Jones Day relating to the validity of the Option Shares is filed herewith as Exhibit 5.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 5.1 | Opinion of Jones Day. | |
| 23.1 | Consent of Jones Day (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Cibus, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 23, 2024
| CIBUS, INC. | ||
| By: | /s/ Rory Riggs | |
| Name: | Rory Riggs | |
| Title: | Chief Executive Officer and Chairman | |
Exhibit 5.1
250 VESEY STREET • NEW YORK, NEW YORK 10281.1047
TELEPHONE: +1.212.326.3939 • JONESDAY.COM
September 23, 2024
Cibus, Inc.
6455 Nancy Ridge Drive
San Diego, CA 92121
| Re: | Up to 450,000 Shares of Class A Common Stock of Cibus, Inc. |
Ladies and Gentlemen:
We are acting as counsel for Cibus, Inc., a Delaware corporation (the “Company”), in connection with the issuance and sale by the Company of up to 450,000 Option Shares (the “Shares”) of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), pursuant to an Underwriting Agreement, dated as of September 18, 2024 (the “Underwriting Agreement”), by and among the Company, Roth Capital Partners, and A.G.P./Alliance Global Partners. Capitalized terms used but not defined herein shall have the meanings set forth in the Underwriting Agreement.
In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based upon the foregoing and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued and delivered pursuant to the terms of the Underwriting Agreement against payment of the consideration therefor as provided in the Underwriting Agreement, will be validly issued, fully paid and non-assessable.
As to facts material to the opinion expressed herein, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others. The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, as currently in effect, and we express no opinion as to the effect of any other Delaware law or the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K, dated the date hereof, filed by the Company and incorporated by reference into the Registration Statement on Form S-3 (Registration No. 333-273062) (the “Registration Statement”) filed by the Company to effect the registration of the Shares under the Securities Act of 1933 (the “Act”), and to the reference to us under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Jones Day
AMSTERDAM
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