UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: (Date of earliest event reported): January 28 29, 2026

Cibus, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38161	27-1967997
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6455 Nancy Ridge Drive

San Diego, CA

92121

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (858) 450-0008

(~~Registrant’s~~Former ~~telephone~~name ~~number~~or former address, ~~including~~if ~~area~~changed ~~code~~since last report.)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		TradingSymbol(s)		Name of ~~exchangeon~~exchange on which registered
Class A Common Stock, $0.0001 par value per share		CBUS		The ~~NASDAQ~~Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

InOn ~~connection~~January 29, 2026, Cibus, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with ~~its~~BTIG, LLC, as the sole underwriter (the “Underwriter”), relating to the underwritten public offering ~~announced~~(the ~~today,~~“Offering”) ~~Cibus~~of 13,333,333 ~~Inc.~~shares (each a “~~Cibus~~Share” orand collectively, the “~~Company~~Shares”) isof ~~providing~~ the ~~following~~Company’s ~~disclosures~~Class A common stock, ~~which~~par ~~update~~value ~~and~~$0.0001 ~~supplement~~per share (“Class A Common Stock”), at a public offering price of $1.50 per Share. Members of the Company’s ~~existing~~board ~~business~~of ~~disclosures~~directors will purchase 1,000,000 asshares ~~follows:~~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 ~~Overview~~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.

WeThe ~~are~~Offering ais ~~leading~~being ~~agricultural~~made ~~biotechnology~~pursuant ~~company~~to ~~that~~a ~~uses~~prospectus ~~proprietary~~supplement ~~gene~~and ~~editing~~related ~~technologies~~prospectus tofiled ~~develop~~with ~~plant~~the ~~traits,~~Securities ~~which~~and ~~are~~Exchange ~~specific~~Commission ~~genetic~~(the ~~characteristics~~“Commission”) inpursuant to the ~~DNA~~Company’s ofshelf aregistration ~~plant’s~~statement ~~seed~~on Form S-3 (File No. 333-273062) ~~These~~filed ~~plant~~on ~~traits~~June 30, or2023, ~~characteristics~~as amended, ~~influence~~and ~~how~~declared aeffective ~~resulting~~by ~~plant~~the ~~functions~~Commission ~~and/or~~on ~~interacts~~October 27, 2023. The prospectus supplement (the “Prospectus Supplement”) related to the Offering was filed with ~~its~~the ~~environment~~Commission on January 29, 2026.

~~Our~~The ~~Primary~~Underwriting ~~Business~~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.

~~Our~~Pursuant ~~primary~~to ~~business is~~ the ~~development~~Underwriting ~~of plant traits for some of the world’s major agricultural food crops that help address specific productivity~~Agreement, ~~profitability, sustainability, or yield challenges in farming. These plant traits can be licensed to global seed companies where~~ the ~~licensee~~Underwriter ~~company~~ will ~~include these traits in their seed products and for which we will~~ receive an ~~annual~~underwriting ~~royalty~~discount ~~for~~of ~~seed sold, usually structured as a per-acre planted royalty~~6.25% ~~This~~of isthe ~~not~~gross aproceeds ~~new~~received ~~business~~from model as many companies have developed traits that have been added to seed products and have garnered significant royalties for their developers over many years. Importantly, farmers are well acquainted with the ~~value~~sale of ~~these~~the ~~seeds~~Shares ~~with~~in ~~traits~~this Offering. ~~Our~~In ~~initial focus is on productivity traits~~addition, ~~which~~the ~~can~~Company behas ~~associated~~agreed ~~with~~to ~~improving~~reimburse ~~crop yields in~~ the ~~face~~Underwriter offor ~~challenges~~reasonable ~~such as weeds, pests,~~ and ~~diseases,~~documented ~~can address environmental challenges with an overall reduction in the use~~ out-of-pocket ~~chemicals~~legal ~~like~~and ~~fungicides,~~other ~~insecticides,~~expenses orincurred ~~fertilizers,~~by orthem ~~can make crops more adaptable to environmental factors such as heat and drought~~ in ~~the~~connection ~~face~~with ~~of climate change. In~~ the ~~near~~Offering ~~term,~~in ~~our~~an ~~priority~~amount ~~pipeline~~not ~~program~~to ~~centers~~exceed ~~on Rice herbicide tolerance traits~~$150,000.

~~Our~~A ~~business~~copy ~~operates~~of ~~within~~ the ~~global~~Underwriting ~~seed~~Agreement ~~market,~~is ~~where~~attached ~~management~~as ~~estimates~~Exhibit ~~that~~1.1 ~~aggregate~~hereto ~~trait~~and ~~value~~is ~~across~~incorporated ~~genetically~~herein ~~modified~~by ~~organism~~reference. ~~(“GMO”)~~The foregoing descriptions of the Underwriting Agreement and ~~non~~lock-~~GMO~~up ~~seeds~~arrangements ~~globally~~do ~~represents~~not ~~approximately~~purport ~~$12~~to be complete and are qualified in their entirety by reference to such exhibit.~~0 billion.~~

~~Priority~~A ~~Programs~~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.

InCautionary ~~June~~Statement ~~2025,~~Regarding building on efficiencies from restructuring initiatives introduced in late 2024 to date, we announced further streamlining of our operational focus to preserve capital resources and concentrate our working capital expenditures on the commercial advancement of the Company’s weed management traits for Rice. On July 21, 2025, our Board of Directors approved a reduction in workforce of approximately 34 fullForward-~~time~~Looking ~~employees~~Statements ~~as a pivotal step in implementing our streamlined business focus, which reduction in workforce was completed as of December 31, 2025.~~

WeStatements ~~believe~~contained ~~our~~in ~~Rice~~this ~~herbicide~~Current ~~tolerance~~Report ~~traits~~on ~~represent~~Form ~~potential~~8-K ~~annual~~regarding ~~accessible~~matters ~~royalties~~that are not historical facts are “forward-looking statements” within the meaning of ~~over~~the ~~$200 million~~Private ~~upon~~Securities ~~full~~Litigation ~~commercialization~~Reform ~~across~~Act ~~our~~of ~~initial~~1995. ~~target~~Such ~~markets~~statements may involve risks and uncertainties, such as statements related to the anticipated closing of ~~Latin~~the ~~America~~Offering and the ~~United~~amount ~~States~~of proceeds expected from the Offering. ~~There~~The ~~are~~risks ~~over~~and ~~400 million~~uncertainties ~~acres~~involved ofinclude ~~rice~~the ~~grown~~Company’s ~~globally~~ability ~~across~~to ~~five~~satisfy ~~key~~certain ~~regions~~conditions ~~(estimated:~~to ~~United~~closing ~~States,~~on ~~3 million~~a ~~acres;~~timely ~~Latin~~basis ~~America~~or at all, ~~6.5 million~~as ~~acres;~~well ~~India,~~as ~~120 million~~other ~~acres;~~risks ~~Asia~~detailed ~~(excluding~~from ~~China),~~time ~~60 million~~to ~~acres;~~time ~~and~~in ~~China,~~the ~~75 million~~Company’s ~~acres).~~Commission ~~Our~~filings, ~~longer~~including ~~term~~in ~~strategy~~its ~~targets~~Annual ~~approximately~~Report ~~200 million~~on ofForm ~~these~~10-K ~~acres~~filed ~~across~~with the ~~United~~Commission ~~Sates,~~on ~~Latin America~~March 20, ~~India~~2025 and ~~Asia~~the ~~(excluding~~Prospectus ~~China)~~Supplement.

~~Alongside~~Item our fully company-funded Rice program, we also continue to advance our sustainable ingredients work, which includes a yeast fermentation biofragrance products program and our crop based lauric oils program, the development of which are currently partially funded and/or supported by a consumer-packaged goods partner9. ~~In 2025, we began receiving initial nominal payments associated with the ongoing commercialization efforts for our biofragrance products program~~01. ~~Based~~Financial onStatements ~~management estimates regarding our expansion to additional fragrances~~ and ~~assumptions around peak future sales, we estimate that future annual revenue potential for the biofragrance products program could reach as high as $20-40 million over a long-term horizon~~Exhibits.

~~Over~~(d) ~~the~~Exhibits course of 2025, we implemented streamlining cost reduction actions, including rationalizing human capital resources and certain non-core facilities, which we anticipate have the potential to reduce our annual net cash usage to approximately $30.0 million or less during the course of 2026. We anticipate that such efforts will contribute toward improved cash flow and financial stability. We are in the process of completing the consolidation of our core operations in San Diego, CA while prioritizing resources on advancing our Rice programs and completing ongoing or delaying future planned non-Rice activities that are not partner-funded, such as field testing.

Opportunity Programs


Exhibit Number		Description

1.1		Underwriting Agreement, dated as of January 29, 2026, between Cibus, Inc. and BTIG, LLC

5.1		Opinion of Jones Day

23.1		Consent of Jones Day (included in Exhibit 5.1)

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

While prioritizing the Company’s weed management traits for Rice and partially partner-funded sustainable ingredients (biofragrance and lauric oils) programs, we also retain the rights to the remainder of our productivity trait portfolio and will opportunistically pursue partner-funded projects in such traits until such time as our capital resources are sufficient to efficiently support a more robust development effort. Development activities to date, such as in-process field and greenhouse trials, will continue through completion.

Crop Access & Royalty Targets and Opportunities

The table below summarizes our management’s current beliefs and estimates regarding crop access and royalty targets and opportunities for our priority and opportunity programs. These statements represent forward-looking statements and their achievement is subject to numerous risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.”

Crop

Trait

TargetInitialCommercialLaunchDate(1)

PrincipalGeographies

EstimatedTrait Feesper acre perYear(2)

EstimatedCibus PeakAddressableAcres(3)

PotentialAnnualAddressableRoyalties(4)

Rice

Weed Management (HT)

2027-2028

United States& Latin America

$30 - $50

5-7 million

200 million

2030

Asia(excludingChina)

$2 - $3

60 million

150 million

2030-2032

India

~$2

120 million

240 million

Canola(5)

Pod Shatter Resistance

2028

NorthAmerica,Europe(7) &Australia

$5 - $7

7 million

(6)

35 million

Weed Management (HT)

2028

20 million

100 million

Sclerotinia Resistance

2029

$10 - $15

30 million

300 million

Soybean(5)

Weed Management (HT)

2030

United States& Latin America

$5 - $12

75 million

375 million

Sclerotinia Resistance

2031

$10 - $15

50 million

>500 million

(1) Represents management’s estimated first commercial launch timing for a specific Cibus trait in one geography.

(2) “Trait Fees” represent management’s assumption regarding the potential per acre fee that we may receive in respect of the applicable trait, taking into account available market information regarding competitors’ current trait fees as well as assumptions regarding competition, trait relevance and trait value in specific geographies, and potential savings to farmers, switching costs and various other factors. Because Sclerotinia resistance is expected to be the first commercial disease trait, there are no directly comparable trait fee reference points. Management estimates that the Sclerotinia resistance Trait Fee will generally align with the relevant cost of fungicide applications, which are an alternative method to manage disease. For the remaining Trait Fees, management also takes into account comparable trait fees currently payable in respect of seeds containing existing commercial traits. Actual Potential Annual Addressable Royalties, if any, could be materially different than those expressed, implied, or anticipated by the estimates presented.

(3) “Addressable Acres” represent management’s estimate of the number of total acres for the specified geography on which seed with the specified Cibus trait will be planted, which is based on industry sources or references regarding the need for a specific trait in the specific crop and geography or specific jurisdiction, taking into account assumptions about competition, trait relevance, switching costs and adoption timeframes, and various other factors.

(4) “Estimated Potential Annual Addressable Royalties” represents (i) management’s estimates of Addressable Acres, multiplied by (ii) management’s estimate of the Trait Fee for the specific trait for a specific crop in a specific geography.

These figures are calculated based on management estimates and assumptions, which are based on industry references and estimates of key data, such as the number of acres or percentage of total acres for which the trait would be relevant or where the applicable crop is impacted such that it would benefit from a specific trait. In each crop for each trait, the Addressable Acres may vary widely based on the trait, crop, geography or need. Our estimates of potential target market royalties also serves as our estimate of our peak sales for the specific trait and specific crop. This peak would generally be projected to occur several years after commercial availability of seed containing the applicable trait. Accordingly, such calculations should be considered illustrative.

(5) Subject to partner funding.

(6) Pod Shatter Resistance could also be expanded to include Latin America.

(7) The trilogue negotiations on New Genomic Techniques (“NGTs”) in the European Union positively concluded in December 2025, marking a crucial advancement toward formal approval of new NGT legislation in the EU. The agreement reflects a framework for the development and growing of gene edited plans that are equivalent to those produced through conventional breeding. Once adopted and implemented, the framework will create two pathways for NGT plants: Category 1 Plants, which are NGT plants that could also occur naturally or through conventional breeding (excluding plants with certain excluded traits, such as herbicide tolerance traits) will be treated like conventional plants and exempted from the requirements of the European Union’s GMO legislation. For all other plants, including plants with herbicide tolerance traits, the requirements of the current GMO legislation would apply. Accordingly, access to European acres with respect to our weed management (HT) traits is expected to be constrained.

The table below summarizes the current development status of the traits for our priority and opportunity programs.

Crop	Trait	SuccessfulEdits	Successful GreenhouseTrials	Successful FieldTrials
Rice	Weed Management (HT)	Yes	Yes	Yes
Canola(1)	Pod Shatter Resistance	Yes	Yes	Yes
	Weed Management (HT)			Completed in 2025
	Sclerotinia Resistance			Yes
Soybean(1)	Weed Management (HT)	Yes(2)	Progressing	Progressing
	Sclerotinia Resistance	Progressing

(1) Subject to partner funding.

(2) Cibus has successfully edited a Soybean cell with edits associated with an HT trait, at an efficiency to enable further development toward a Soybean platform.

Our Technologies

Our core technology is our propriety gene editing platform called the Rapid Trait Development System™ or RTDS®. It is the underlying technology for our Trait Machine™ process, providing a standardized end-to-end, semi-automated, high-throughput gene editing system that directly edits seed companies’ elite germplasm. It is a time bound, reproducible, and predictable science-based breeding process. The RTDS can accelerate a plant breeding system, leading to a more industrialized approach to traits like herbicide tolerance (HT), which provide farmers with novel weed management solutions to increase their productivity. Over 500 patents or patents pending cover RTDS and many of our gene edited traits. We consider the Trait Machine process an important technological milestone that represents a breakthrough in the achievement of a standardized, high-throughput gene editing system that provides the speed, precision, and scale to develop a new class of high value productivity traits that is the promise of gene editing.

Gene-edited traits are importantly distinguishable from traits developed with GMO. While GMO technologies enabled major improvements in farming productivity, they have faced regulatory and adoption headwinds because of their use of foreign DNA, or transgenic material. For example, in the European Union, GMO traits were essentially banned, and imports were heavily regulated. However, in December 2025, trilogue negotiations on NGTs in the European Union positively concluded, marking a crucial advancement toward formal approval of new NGT legislation in the EU. The agreement on proposed final legislative text, which represents the final step in advancing the EU’s NGT legislation for adoption, reflects a framework for the

development and growing of gene edited plants that are equivalent to those produced through conventional breeding, excluding herbicide tolerance traits that will be classified as Category 2 plants subject to the EU’s GMO legislation.

Signaling a favorable global trend, numerous regulatory agencies in the United States, Canada, Latin America, Africa, and Southeast Asia, have confirmed that our RTDS-developed trait products are non-transgenic and are not subject to heightened GMO regulation in these markets. Below is a map graphically showing Cibus management’s assessment of the global regulatory framework. As used in the map, “Regulatory Policy in Place” means that gene edited crops are regulated more similarly to conventional crops and not GMOs, “Regulatory Policy Developments” means that ongoing research regulations are in development, but no current timeline or regulatory guidance has been established, and “Policy Discussions Underway” means the regulatory status of gene editing of crops has not been favorably determined. Hash marks indicate countries with regulatory policy advanced or in place, with ongoing positive developments.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of applicable securities laws, including The Private Securities Litigation Reform Act of 1995. All statements, other than statements of present or historical fact included herein, including statements regarding Cibus’ operational and financial performance, Cibus’ strategy, future operations, prospects, and plans, including the anticipated regulatory environment, are forward-looking statements. Forward-looking statements may be identified by words such as “anticipate,” “believe,” “intend,” “expect,” “plan,” “scheduled,” “could,” “would” and “will,” or the negative of these and similar expressions.

These forward-looking statements are based on the current expectations and assumptions of the Company’s management about future events, which are based on currently available information. The Company’s actual results, level of activity, performance, or achievements could be materially different than those expressed, implied, or anticipated by forward-looking statements due to a variety of factors, including, but not limited to: the Company’s need for additional near term funding to finance its activities and challenges in obtaining additional capital on acceptable terms, or at all; changes in expected or existing competition; challenges to the Company’s intellectual property protection and unexpected costs associated with defending intellectual property rights; increased or unanticipated time and resources required for the Company’s development efforts for its priority opportunities in Rice and biofragrance products and sustainable ingredients; the Company’s reliance on third parties in connection with its development activities and for commercialization; challenges associated with the Company’s ability to effectively license its productivity traits and sustainable ingredient products; the risk that farmers do not recognize the value in germplasm containing the Company’s traits or that farmers and processors fail to work effectively with

crops containing the Company’s traits; delays or disruptions in the Company’s platform or trait product development efforts; the inability to identify partners to fund the Company’s non-Rice productivity trait portfolio; challenges that arise in respect of the Company’s production of high-quality plants and seeds cost effectively on a large scale; the Company’s dependence on distributions from Cibus Global, LLC to pay taxes and cover its corporate and overhead expenses; regulatory developments that disfavor or impose significant burdens on gene editing processes or products; delays and uncertainties regarding regulatory developments in the European Union; the Company’s ability to achieve commercial success; commodity prices and other market risks facing the agricultural sector; technological developments that could render the Company’s technologies obsolete; impacts of the Company’s headcount reductions and other cost reduction measures, which may include operational and strategic challenges; changes in macroeconomic and market conditions, including inflation, supply chain constraints, and rising interest rates, and economic volatility and uncertainty arising from dynamic trade policies, including tariffs and retaliatory tariffs, and market reactions to such policies; dislocations in the capital markets and challenges in accessing liquidity and the impact of such liquidity challenges on the Company’s ability to execute on its business plan; the Company’s assessment of the period of time through which its financial resources will be adequate to support operations; and the risks and uncertainties described in “Item 1A. Risk Factors,” in the Company’s Annual Report on Form 10-K, which was filed with the SEC on March 20, 2025, as updated or supplemented from time-to-time in the Company’s subsequent reports on Forms 10-Q and 8-K filed with the SEC.

In addition, the forward-looking statements included in this Current Report on Form 8-K represent the Company’s views as of the date hereof. Cibus specifically disclaims any obligation to update such forward-looking statements in the future, except as required under applicable law. These forward-looking statements should not be relied upon as representing Cibus’ views as of any date subsequent to the date hereof.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Cibus, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 28, 2026

Dated: January 30, 2026

CIBUS, INC.

/s/ Peter Beetham

Peter Beetham

Interim Chief Executive Officer

Filing Compare · Cibus, Inc.