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Cibus Inc 美股招股说明书(2026年3月26日版)

2026-03-26 美股招股说明书 Aaron
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Cibus, Inc. (“Cibus” or the “Company”) is offering 6,976,744 shares of its ClassA common stock, $0.0001 par value per share (“ClassA Common Stock”)pursuant to this prospectus supplement and the accompanying prospectus. The public offering price for each share of ClassA Common Stock is $2.15. Cibus is a “smaller reporting company” as defined under applicable Securities and Exchange Commission (“SEC”) rules and are subject to reduced publiccompany reporting requirements. See “Prospectus Supplement Summary—Implications of Being a Smaller Reporting Company.” (1)Cibus has agreed to pay BTIG, LLC (the “underwriter”) underwriting discounts and commissions of 7.0% of the aggregate gross proceeds in this offering. See“Underwriting” beginning on page S-16 for additional information regarding underwriting 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 by Cibus will be Neither the SEC nor any state securities commission has approved or disapproved of the securities or passed upon the adequacy or accuracy of thisprospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. Delivery of the Class A Common Stock offered hereby is expected to be made on or about March 27, 2026, subject to the satisfaction of certain closing conditions. Sole Book-Running ManagerBTIGThe date of this prospectus supplement is March 25, 2026. Table of Contents TABLE OF CONTENTS Prospectus Supplement TABLE OF CONTENTSABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARY 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 INFORMATION Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT Unless indicated otherwise, references in this prospectus supplement to “Cibus” and the “Company” or similar terms are to Cibus, Inc. 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 between the information contained in this prospectus supplementand the information contained in the accompanying prospectus or any document incorporated by reference therein filed prior to the date of this Cibus further notes that the representations, warranties and covenants made by Cibus in any agreement that is filed as an exhibit to any documentthat is incorporated by reference herein or in the accompanying prospectus were made solely for the benefit of the parties to such agreement, including,in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty orcovenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, suchrepresentations, warranties and covenants should not be relied on as accurately representing the current state of Cibus’ affairs. Cibus has not authorized anyone to provide you with information that is different from the information contained or incorporated by reference inthis prospectus supplement or the accompanying prospectus and any free writing prospectus prepared by Cibus or on its behalf or to which Cibus hasreferred you. Cibus takes no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The information contained in this prospectus supplement or the accompanying prospectus, or incorporated by reference herein or therein, or in anyfree writing prospectus that Cibus has authorized for use in connection with this offering, is accurate only as of the respective dates thereof, regardless ofthe time of delivery of this prospectus supplement and the accompanying prospectus or of any sale of Cibus’ securities. Cibus’ business, financialcondition, results of operations and prospects may have changed since those dates. It is important for you to read and consider all information containedin this prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein, as well as i