4//SEC Filing
Finn Mark Terrence 4
Accession 0000899243-23-014326
CIK 0001705843other
Filed
Jun 1, 8:00 PM ET
Accepted
Jun 2, 7:05 AM ET
Size
13.1 KB
Accession
0000899243-23-014326
Insider Transaction Report
Form 4
Cibus, Inc.CBUS
Finn Mark Terrence
Director
Transactions
- Award
Class A Common Stock
2023-05-31+65,212→ 65,212 total - Award
Class A Common Stock
2023-05-31+1,143,949→ 1,209,161 total(indirect: See footnote) - Award
Class B Common Stock
2023-05-31+13,348→ 13,348 total - Award
Cibus Common Units
2023-05-31+13,348→ 13,348 total→ Class A Common Stock (13,348 underlying)
Footnotes (6)
- [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") and certain blocker entities party thereto.
- [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 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.
- [F3]Held of record by New Ventures I Holdings, LLC, established by private funds managed by BV Partners, LLC, for which the reporting person serves as one of two managing members. As per agreement, the reporting person holds direct voting and dispositive power over the shares held by the funds managed by BV Partners, LLC. The reporting person disclaims beneficial ownership of the shares held by such private funds except to the extent of his pecuniary interest therein.
- [F4]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 ("Cibus Common Units"), received by the reporting person as consideration in connection with the closing of the transactions contemplated Merger Agreement. Shares of Class B Common Stock have full voting, but no economic rights. The Issuer is the managing member of Cibus, with the Issuer's only material asset consisting of Cibus Common Units.
- [F5]The Cibus 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, and the Up-C Unit holders.
- [F6]Represents Cibus Common Units received as consideration in connection with the Merger Agreement.
Documents
Issuer
Cibus, Inc.
CIK 0001705843
Entity typeother
Related Parties
1- filerCIK 0001976904
Filing Metadata
- Form type
- 4
- Filed
- Jun 1, 8:00 PM ET
- Accepted
- Jun 2, 7:05 AM ET
- Size
- 13.1 KB