4/A//SEC Filing
Finn Mark Terrence 4/A
Accession 0000899243-23-015395
CIK 0001705843other
Filed
Jun 11, 8:00 PM ET
Accepted
Jun 12, 5:55 PM ET
Size
18.4 KB
Accession
0000899243-23-015395
Insider Transaction Report
Form 4/AAmended
Cibus, Inc.CBUS
Finn Mark Terrence
Director
Transactions
- Award
Cibus Global Common Units
2023-05-31+1,505,967→ 1,531,363 total(indirect: See footnote)→ Class A Common Stock (1,505,967 underlying) - Award
Class A Common Stock
2023-05-31+118,893→ 1,341,459 total(indirect: See footnote) - Award
Class A Common Stock
2023-05-31+13,405→ 1,222,566 total(indirect: See footnote) - Award
Cibus Global Common Units
2023-05-31+12,048→ 25,396 total(indirect: See footnote)→ Class A Common Stock (12,048 underlying) - Award
Class B Common Stock
2023-05-31+12,048→ 25,396 total(indirect: See footnote) - Award
Class B Common Stock
2023-05-31+1,505,967→ 1,531,363 total(indirect: See footnote)
Footnotes (7)
- [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 Global") 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 of Incorporation 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 Delta III Partners, LLC, for which the reporting person serves as a managing member and shares voting and dispositive power.
- [F4]Held of record by New Ventures Agtech Solutions, LLC, whose Managing Member is New Ventures Agtech Solutions Manager, LLC. The sole member of New Ventures Agtech Solutions Manager, LLC is Vantage Consulting Group, Inc., for which the reporting person serves as Chief Executive Officer and Chairman of its board of directors. The reporting person is a managing member of New Ventures Agtech Solutions Manager, LLC and shares voting and dispositive power.
- [F5]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 Global ("Cibus Global Common Units"), received by the reporting person as consideration in connection with the closing of the transactions contemplated by the Merger Agreement. Shares of Class B Common Stock have full voting, but no economic rights. The Issuer is the managing member of Cibus Global, with the Issuer's only material asset consisting of Cibus Global Common Units.
- [F6]The Cibus Global 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 Global, and the Up-C Unit holders.
- [F7]Represents Cibus Global 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/A
- Filed
- Jun 11, 8:00 PM ET
- Accepted
- Jun 12, 5:55 PM ET
- Size
- 18.4 KB