Cibus, Inc. 8-K

What Happened

• On January 29, 2026, Cibus, Inc. entered into an underwriting agreement with BTIG, LLC as sole underwriter for an underwritten public offering of 13,333,333 shares of Class A common stock at $1.50 per share. The offering is expected to close on or about January 30, 2026, subject to customary closing conditions.
• Members of Cibus’s board of directors have committed to purchase 1,000,000 shares in the offering. The underwriter has a 30‑day option to buy up to 1,999,999 additional shares. The company estimates net proceeds of approximately $17.8 million (or about $20.5 million if the option is exercised in full), after underwriting fees and offering expenses.

Key Details

• Offering size: 13,333,333 shares at $1.50 per share (gross proceeds ≈ $20.0M).
• Underwriter: BTIG, LLC; underwriting discount/fee: 6.25% of gross proceeds.
• Board participation: 1,000,000 shares to be purchased by board members.
• Additional terms: 30‑day overallotment option for up to 1,999,999 shares; company will reimburse underwriter expenses up to $150,000; 60‑day lock-up on sales by the company, directors and executive officers (with customary exceptions).

Why It Matters

• The offering will raise cash for Cibus (estimated net proceeds shown in the filing), which can affect the company’s liquidity and financing flexibility. The precise use of proceeds was not specified in the 8-K.
• The issuance is dilutive to existing shareholders because new shares are being sold; investors should factor potential dilution into valuation considerations.
• Board members’ participation and the 60‑day lock-up are relevant signals and mechanics for near-term share supply and insider selling. The offering remains subject to customary closing conditions.