On January 29, 2026, Cibus, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BTIG, LLC, as the sole underwriter (the “Underwriter”), relating to the underwritten public offering (the “Offering”) of 13,333,333 shares (each a “Share” and collectively, the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), at a public offering price of $1.50 per Share. Members of the Company’s board of directors will purchase 1,000,000 shares of Class A Common Stock in the Offering at the public offering price. In addition, the Company granted the Underwriter a 30-day option to purchase up to 1,999,999 additional shares of Class A Common Stock.
The Offering is expected to close on or about January 30, 2026, subject to the satisfaction of customary closing conditions. The Company estimates that the net proceeds of the Offering will be approximately $17.8 million (or $20.5 million, if the Underwriter’s option to purchase additional shares of Class A Common Stock is exercised in full), in each case, after deducting compensation payable in connection with the offering and other estimated offering expenses payable by the Company.
The Offering is being made pursuant to a prospectus supplement and related prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-273062) filed on June 30, 2023, as amended, and declared effective by the Commission on October 27, 2023. The prospectus supplement (the “Prospectus Supplement”) related to the Offering was filed with the Commission on January 29, 2026.
The Underwriting Agreement contains customary representations, warranties and agreements of the Company, and customary conditions to closing, obligations of the parties and termination provisions. The Company has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments that the Underwriter may be required to make because of such liabilities. In addition, the Company and the Company’s directors and executive officers also agreed not to sell or transfer any Class A Common Stock without first obtaining the written consent of the Underwriter, subject to certain exceptions as described in the Prospectus Supplement, for sixty (60) days after the date of the Underwriting Agreement.
Pursuant to the Underwriting Agreement, the Underwriter will receive an underwriting discount of 6.25% of the gross proceeds received from the sale of the Shares in this Offering. In addition, the Company has agreed to reimburse the Underwriter for reasonable and documented out-of-pocket legal and other expenses incurred by them in connection with the Offering in an amount not to exceed $150,000.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and lock-up arrangements do not purport to be complete and are qualified in their entirety by reference to such exhibit.
A copy of the opinion of Jones Day relating to the validity of the Shares issued in the Offering is filed herewith as Exhibit 5.1.
Cautionary Statement Regarding Forward-Looking Statements
Statements contained in this Current Report on Form 8-K regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may involve risks and uncertainties, such as statements related to the anticipated closing of the Offering and the amount of proceeds expected from the Offering. The risks and uncertainties involved include the Company’s ability to satisfy certain conditions to closing on a timely basis or at all, as well as other risks detailed from time to time in the Company’s Commission filings, including in its Annual Report on Form 10-K filed with the Commission on March 20, 2025 and the Prospectus Supplement.
