SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Finn Jonathan

(Last)

(First)

(Middle)

C/O VANTAGE CONSULTING GROUP, INC.

3500 PACIFIC AVENUE

(Street)

VIRGINIA BEACH

23451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cibus, Inc. [ CBUS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/31/2023		A		1,206	A	⁽¹⁾⁽²⁾	1,206	D
Class A Common Stock	05/31/2023		A		1,143,949	A	⁽¹⁾⁽²⁾	1,145,155	I	See footnote⁽³⁾
Class A Common Stock	05/31/2023		A		118,893	A	⁽¹⁾⁽²⁾	1,264,048	I	See footnote⁽⁴⁾
Class A Common Stock	05/31/2023		A		13,405	A	⁽¹⁾⁽²⁾	1,277,453	I	See footnote⁽⁵⁾
Class B Common Stock	05/31/2023		A		1,505,967	A	⁽⁶⁾	1,505,967	I	See footnote⁽⁴⁾
Class B Common Stock	05/31/2023		A		12,048	A	⁽⁶⁾	1,518,015	I	See footnote⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Cibus Global Common Units	⁽⁷⁾	05/31/2023		A		1,505,967		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	1,505,967	⁽⁸⁾	1,505,967	I	See footnote⁽⁴⁾
Cibus Global Common Units	⁽⁷⁾	05/31/2023		A		12,048		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	12,048	⁽⁸⁾	1,518,015	I	See footnote⁽⁵⁾

Explanation of Responses:

1. 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.

2. 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.

3. 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. 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.

4. 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 Executive Vice President. The reporting person is a managing member of New Ventures Agtech Solutions Manager, LLC and shares voting and dispositive power.

5. Held of record by Delta III Partners, LLC, for which the reporting person serves as a managing member and shares voting and dispositive power.

6. 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.

7. 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.

8. Represents Cibus Global Common Units received as consideration in connection with the Merger Agreement.

Remarks:

	/s/ Jonathan Finn	06/12/2023
	** Signature of Reporting Person	Date
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