--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-158545" form_type: "8-K" ticker: "CBUS" cik: "0001705843" company_name: "Cibus, Inc." filed_at: "2023-06-01T23:59:59+00:00" generated_at: "2026-06-14T09:29:44.225188+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Cibus completes reverse merger with Calyxt; legacy Calyxt holders own ~4.8% ## Summary - Issued ~16.5M Class A shares to Cibus unitholders; ~17.6M Class A shares outstanding post-close. - Legacy Calyxt stockholders retain ~4.8% ownership; legacy Cibus holders ~95.2% on fully-exchanged basis. - Effected 1-for-5 reverse stock split; shares begin trading June 1 under ticker 'CBUS' on Nasdaq. - Issued 4,642,635 Up-C Units in unregistered offering; Up-C units exchangeable 1:1 for Class A shares. - Terminated management services agreement with Cellectis; entered new license, registration rights, and tax receivable agreements. ## SEC filing metadata - accession: 0001193125-23-158545 - form_type: 8-K - ticker: CBUS - cik: 0001705843 - company_name: Cibus, Inc. - filed_at: 2023-06-01T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 1.02, 2.01, 3.02, 3.03, 4.01, 5.01, 5.02, 5.07, 5.03, 5.05, 7.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1705843/000119312523158545/0001193125-23-158545-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1705843/000119312523158545/d487053d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-158545 - JSON: https://secwatch.observer/filing/0001193125-23-158545.json - Plain text: https://secwatch.observer/filing/0001193125-23-158545.txt ## Key facts - Auditor Changes Cibus, Inc. dismissed Ernst & Young LLP as its auditor. - Action: dismissal - Auditor: Ernst & Young LLP - Successor: BDO USA, LLP source text: (a) Prior to the completion of the Transactions, Ernst & Young LLP served as the independent registered public accounting firm of Calyxt. On May 31, 2023, the Audit Committee (the “ Audit Committee ”) of the Board of Directors of the Company approved the dismissal of Ernst & Young LLP as its independent registered public accounting firm, effective as of the appointment of BDO USA, LLP as the independent public accounting firm of the Company. The reports of Ernst & Young LLP on Calyxt’s consolidated financial statements for the past two fiscal years did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except that: • Ernst & Young LLP’s report on the consolidated financial statements of Calyxt as of and for the fiscal year ended December 31, 2022 contained separate paragraphs that stated: evidence_url: https://www.sec.gov/Archives/edgar/data/1705843/000119312523158545/0001193125-23-158545-index.htm - Auditor Changes Cibus, Inc. engaged BDO USA, LLP as its auditor. - Action: engagement - Auditor: BDO USA, LLP source text: On May 31, 2023, the Audit Committee of the Company approved the engagement of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1705843/000119312523158545/0001193125-23-158545-index.htm - Executive change Gerhard Prante was appointed as Director at Cibus, Inc.. - Action: appointed - Role: Director source text: immediately following the First Blocker Merger Effective Time, the size of the Board was decreased to six members and the Board and its committees were reconstituted, consisting of six directors, who are Rory Riggs, Peter Beetham, Ph.D., Mark Finn, Jean-Pierre Lehmann, Gerhard Prante, Ph.D. and Keith Walker, Ph.D. evidence_url: https://www.sec.gov/Archives/edgar/data/1705843/000119312523158545/0001193125-23-158545-index.htm - Executive change Michael A. Carr resigned as Director at Cibus, Inc.. - Action: resigned - Role: Director source text: Michael A. Carr, Yves J. Ribeill, Laurent Arthaud, Philippe Dumont, Jonathan B. Fassberg, Anna Ewa Kozicz-Stankiewicz, Kimberly Nelson and Christopher J. Neugent resigned from the Board and committees of the Board on which they respectively served evidence_url: https://www.sec.gov/Archives/edgar/data/1705843/000119312523158545/0001193125-23-158545-index.htm - Executive change Laurent Arthaud resigned as Director at Cibus, Inc.. - Action: resigned - Role: Director source text: Michael A. Carr, Yves J. Ribeill, Laurent Arthaud, Philippe Dumont, Jonathan B. Fassberg, Anna Ewa Kozicz-Stankiewicz, Kimberly Nelson and Christopher J. Neugent resigned from the Board and committees of the Board on which they respectively served evidence_url: https://www.sec.gov/Archives/edgar/data/1705843/000119312523158545/0001193125-23-158545-index.htm - Executive change Keith Walker was appointed as Director at Cibus, Inc.. - Action: appointed - Role: Director source text: immediately following the First Blocker Merger Effective Time, the size of the Board was decreased to six members and the Board and its committees were reconstituted, consisting of six directors, who are Rory Riggs, Peter Beetham, Ph.D., Mark Finn, Jean-Pierre Lehmann, Gerhard Prante, Ph.D. and Keith Walker, Ph.D. evidence_url: https://www.sec.gov/Archives/edgar/data/1705843/000119312523158545/0001193125-23-158545-index.htm - Executive change Jonathan B. Fassberg resigned as Director at Cibus, Inc.. - Action: resigned - Role: Director source text: Michael A. Carr, Yves J. Ribeill, Laurent Arthaud, Philippe Dumont, Jonathan B. Fassberg, Anna Ewa Kozicz-Stankiewicz, Kimberly Nelson and Christopher J. Neugent resigned from the Board and committees of the Board on which they respectively served evidence_url: https://www.sec.gov/Archives/edgar/data/1705843/000119312523158545/0001193125-23-158545-index.htm - Executive change Jean-Pierre Lehmann was appointed as Director at Cibus, Inc.. - Action: appointed - Role: Director source text: immediately following the First Blocker Merger Effective Time, the size of the Board was decreased to six members and the Board and its committees were reconstituted, consisting of six directors, who are Rory Riggs, Peter Beetham, Ph.D., Mark Finn, Jean-Pierre Lehmann, Gerhard Prante, Ph.D. and Keith Walker, Ph.D. evidence_url: https://www.sec.gov/Archives/edgar/data/1705843/000119312523158545/0001193125-23-158545-index.htm - Executive change Christopher J. Neugent resigned as Director at Cibus, Inc.. - Action: resigned - Role: Director source text: Michael A. Carr, Yves J. Ribeill, Laurent Arthaud, Philippe Dumont, Jonathan B. Fassberg, Anna Ewa Kozicz-Stankiewicz, Kimberly Nelson and Christopher J. Neugent resigned from the Board and committees of the Board on which they respectively served evidence_url: https://www.sec.gov/Archives/edgar/data/1705843/000119312523158545/0001193125-23-158545-index.htm - Executive change Peter Beetham was appointed as Director at Cibus, Inc.. - Action: appointed - Role: Director source text: immediately following the First Blocker Merger Effective Time, the size of the Board was decreased to six members and the Board and its committees were reconstituted, consisting of six directors, who are Rory Riggs, Peter Beetham, Ph.D., Mark Finn, Jean-Pierre Lehmann, Gerhard Prante, Ph.D. and Keith Walker, Ph.D. evidence_url: https://www.sec.gov/Archives/edgar/data/1705843/000119312523158545/0001193125-23-158545-index.htm - Executive change Kimberly Nelson resigned as Director at Cibus, Inc.. - Action: resigned - Role: Director source text: Michael A. Carr, Yves J. Ribeill, Laurent Arthaud, Philippe Dumont, Jonathan B. Fassberg, Anna Ewa Kozicz-Stankiewicz, Kimberly Nelson and Christopher J. Neugent resigned from the Board and committees of the Board on which they respectively served evidence_url: https://www.sec.gov/Archives/edgar/data/1705843/000119312523158545/0001193125-23-158545-index.htm - Executive change Mark Finn was appointed as Director at Cibus, Inc.. - Action: appointed - Role: Director source text: immediately following the First Blocker Merger Effective Time, the size of the Board was decreased to six members and the Board and its committees were reconstituted, consisting of six directors, who are Rory Riggs, Peter Beetham, Ph.D., Mark Finn, Jean-Pierre Lehmann, Gerhard Prante, Ph.D. and Keith Walker, Ph.D. evidence_url: https://www.sec.gov/Archives/edgar/data/1705843/000119312523158545/0001193125-23-158545-index.htm - Executive change Anna Ewa Kozicz-Stankiewicz resigned as Director at Cibus, Inc.. - Action: resigned - Role: Director source text: Michael A. Carr, Yves J. Ribeill, Laurent Arthaud, Philippe Dumont, Jonathan B. Fassberg, Anna Ewa Kozicz-Stankiewicz, Kimberly Nelson and Christopher J. Neugent resigned from the Board and committees of the Board on which they respectively served evidence_url: https://www.sec.gov/Archives/edgar/data/1705843/000119312523158545/0001193125-23-158545-index.htm - Executive change Philippe Dumont resigned as Director at Cibus, Inc.. - Action: resigned - Role: Director source text: Michael A. Carr, Yves J. Ribeill, Laurent Arthaud, Philippe Dumont, Jonathan B. Fassberg, Anna Ewa Kozicz-Stankiewicz, Kimberly Nelson and Christopher J. Neugent resigned from the Board and committees of the Board on which they respectively served evidence_url: https://www.sec.gov/Archives/edgar/data/1705843/000119312523158545/0001193125-23-158545-index.htm - Executive change Yves J. Ribeill resigned as Director at Cibus, Inc.. - Action: resigned - Role: Director source text: Michael A. Carr, Yves J. Ribeill, Laurent Arthaud, Philippe Dumont, Jonathan B. Fassberg, Anna Ewa Kozicz-Stankiewicz, Kimberly Nelson and Christopher J. Neugent resigned from the Board and committees of the Board on which they respectively served evidence_url: https://www.sec.gov/Archives/edgar/data/1705843/000119312523158545/0001193125-23-158545-index.htm - Executive change Rory Riggs was appointed as Chair of the Board at Cibus, Inc.. - Action: appointed - Role: Chair of the Board source text: Rory Riggs was appointed as the Chair of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1705843/000119312523158545/0001193125-23-158545-index.htm - Governance Changes Cibus, Inc.: Amended certificate of incorporation to change company name, divide common stock into two classes, remove Cellectis rights, and reflect DGCL changes for Up-C structure. - Change: charter amendment source text: Effective as of First Blocker Merger Effective Time, Calyxt amended and restated its amended and restated certificate of incorporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1705843/000119312523158545/0001193125-23-158545-index.htm - Governance Changes Cibus, Inc.: Amended and restated code of business conduct and ethics with updates to name, contact, corporate opportunities, third-party IP, fair dealing, side deals, accounting records, and workplace behaviors. - Change: code of ethics source text: In connection with the Transactions, the Board amended and restated the Company’s code of business conduct and ethics (the “ Code of Conduct ”) effective as of the First Blocker Merger Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1705843/000119312523158545/0001193125-23-158545-index.htm - Governance Changes Cibus, Inc.: Amended bylaws to change company name, reflect DGCL changes for Up-C structure, and make conforming updates. - Change: bylaw amendment source text: Effective as of First Blocker Merger Effective Time, Calyxt amended and restated its Amended and Restated Bylaws in the form of the Amended Bylaws. evidence_url: https://www.sec.gov/Archives/edgar/data/1705843/000119312523158545/0001193125-23-158545-index.htm - M&A Transactions Cibus, Inc. completed an acquisition involving Cibus Global, LLC (closed 2023-05-31). - Action: acquisition - Counterparty: Cibus Global, LLC - Closing: 2023-05-31 source text: On May 31, 2023, Calyxt completed its business combination with Cibus in accordance with the terms of the Merger Agreement. evidence_url: https://www.sec.gov/Archives/edgar/data/1705843/000119312523158545/0001193125-23-158545-index.htm - Material Agreements Cibus, Inc. entered into Registration Rights Agreement with Electing Members valued at Registration Rights Agreement provides the Electing Members certain registration rights whereby, at (effective 2023-05-31). - Action: entry - Counterparty: Electing Members - Value: Registration Rights Agreement provides the Electing Members certain registration rights whereby, at - Effective: 2023-05-31 source text: Item 1.01. Entry into a Material Definitive Agreement. Registration Rights Agreement On May 31, 2023, the Company entered into a Registration Rights Agreement (the " Registration Rights Agreement ") with the Electing Members in connection with the Transactions. evidence_url: https://www.sec.gov/Archives/edgar/data/1705843/000119312523158545/0001193125-23-158545-index.htm - Material Agreements Cibus, Inc. entered into Cibus Amended Operating Agreement with Cibus valued at Cibus Amended Operating Agreement governs the rights of Cibus Common Units, management by Cibus Mana (effective 2023-05-31). - Action: entry - Counterparty: Cibus - Value: Cibus Amended Operating Agreement governs the rights of Cibus Common Units, management by Cibus Mana - Effective: 2023-05-31 source text: Cibus Amended Operating Agreement On May 31, 2023, in connection with the Transactions, Cibus’ second amended and restated limited liability company agreement (the " Cibus Operating Agreement ") was amended and restated to be in the form attached hereto as Exhibit 10.4 (the " Cibus Amended Operating Agreement "). evidence_url: https://www.sec.gov/Archives/edgar/data/1705843/000119312523158545/0001193125-23-158545-index.htm - Material Agreements Cibus, Inc. entered into Exchange Agreement with Cibus and the Electing Members valued at Exchange Agreement provides holders of Up-C Units the right to exchange their Up-C Units on a one-fo (effective 2023-05-31). - Action: entry - Counterparty: Cibus and the Electing Members - Value: Exchange Agreement provides holders of Up-C Units the right to exchange their Up-C Units on a one-fo - Effective: 2023-05-31 source text: Exchange Agreement On May 31, 2023, in connection with the Transactions, the Company entered into an Exchange Agreement (the " Exchange Agreement ") with Cibus and the Electing Members pursuant to which, subject to the procedures and restrictions therein, the holders of Up-C Units (or certain permitted transferees thereof) have the right from time to time from, and after the effectiveness of a Registration Statement on Form S-3 to be filed by the Company pursuant to the terms and conditions of the Registration Rights Agreement, to exchange their Up-C Units on a one-for-one basis, for shares of Class A Common Stock (the " Exchange "); provided, that, subject to certain exceptions, the Company, at its sole election, subject to certain restrictions, may, other than in the case of certain secondary offerings, instead settle all or a portion of the Exchange in cash based on a volume weighted average price of a share of Class A Common Stock. evidence_url: https://www.sec.gov/Archives/edgar/data/1705843/000119312523158545/0001193125-23-158545-index.htm - Material Agreements Cibus, Inc. entered into Tax Receivable Agreement with Electing Members party to the Tax Receivable Agreement valued at Tax Receivable Agreement requires the Company to pay to the Electing Members 85% of the net income t (effective 2023-05-31). - Action: entry - Counterparty: Electing Members party to the Tax Receivable Agreement - Value: Tax Receivable Agreement requires the Company to pay to the Electing Members 85% of the net income t - Effective: 2023-05-31 source text: Tax Receivable Agreement On May 31, 2023, in connection with the Transactions, the Company entered into a Tax Receivable Agreement (the " Tax Receivable Agreement "), pursuant to which the Company generally is required to pay to the Electing Members party to the Tax Receivable Agreement, in the aggregate, 85% of the net income tax savings that the Company actually realizes (or in certain circumstances, is deemed to realize) as a result of (i) certain favorable tax attributes that the Company acquired from the Blockers in the Blocker Mergers (including net operating losses), (ii) increases to the Company’s allocable share of the tax basis of Cibus’ assets resulting from future redemptions or exchanges of Cibus Common Units for shares of Class A Common Stock or cash, (iii) tax attributes resulting from certain payments made under the Tax Receivable Agreement, and (iv) deductions in respect of interest under the Tax Receivable Agreement. evidence_url: https://www.sec.gov/Archives/edgar/data/1705843/000119312523158545/0001193125-23-158545-index.htm - Shareholder Votes Cibus, Inc. shareholders approved Approval of amendment to the Calyxt, Inc. 2017 Omnibus Incentive Plan at the 2023-05-18 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-18 source text: At a special meeting of stockholders of Calyxt, in accordance with the voting results set forth under Item 5.07 of the Company’s Form 8-K filed on May 19, 2023, Calyxt’s stockholders approved an amendment (the “ Plan Amendment ”) to the Calyxt, Inc. 2017 Omnibus Incentive Plan evidence_url: https://www.sec.gov/Archives/edgar/data/1705843/000119312523158545/0001193125-23-158545-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.