0001705843FALSE00017058432025-02-242025-02-24

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): February 24, 2025
______________________
Cibus, Inc.
(Exact name of registrant as specified in its charter)
______________________
Delaware001-3816127-1967997
(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)
(858) 450-0008
(Registrant’s telephone number, including area code)
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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading
Symbol(s)		Name of exchange
on which registered
Class A Common Stock, $0.0001 par value per shareCBUSThe 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 o
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. o


Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
         Officers; Compensatory Arrangements of Certain Officers.

On February 24, 2025, Rory Riggs resigned as the Chief Executive Officer of Cibus, Inc. (the “Company”). Mr. Riggs continues to serve as a director and Chairman of the Board of Directors. Pursuant to the Company’s succession planning strategy, Peter Beetham, the Company’s President and Chief Operating Officer, was appointed as Interim Chief Executive Officer while the Company’s Board of Directors initiates a search for the Company’s next Chief Executive Officer.

Dr. Beetham, age 62, has served as the Company’s President and Chief Operating Officer since June 2023 and serves on the Board of Directors. Dr. Beetham co-founded Cibus Global in 2001 and served on the Cibus Global Board. Previously, Dr. Beetham served as Cibus Global’s Chief Executive Officer, Senior Vice President of Research and Development, and in other executive capacities. Dr. Beetham has over 30 years of experience in agriculture. Prior to joining Cibus Global, Dr. Beetham was Research Director of the Plant and Industrial Products Division at ValiGen and a Senior Scientist at Kimeragen where he led research teams exploring gene targeting. Part of his extensive research experience was at the Boyce Thompson Institute at Cornell University, where he was a postdoctoral scientist and one of the pioneers of the early work that led to Cibus’ RTDS technologies.

Item 7.01.     Regulation FD Disclosure.

On February 28, 2025, the Company issued a press release regarding the leadership changes described in Item 5.02, which is attached hereto as Exhibit 99.1.

The information furnished in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits

Exhibit
Number		Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES
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: February 28, 2025
CIBUS, INC.
By:/s/ Jason Stokes
Name:Jason Stokes
Title:Chief Legal Officer

1 Cibus Announces Leadership Change and CEO Succession Plan San Diego, California, February 28, 2025 – Cibus, Inc. (Nasdaq: CBUS) (the “Company” or “Cibus”), a leading agricultural technology company that develops and licenses plant traits to seed companies for royalties, today announced key leadership changes pursuant to the Company’s succession planning strategy. The Board has accepted Rory Riggs’ resignation as the Company’s Chief Executive Officer. Peter Beetham, the Company’s President and Chief Operating Officer, also will serve as the Company’s Interim Chief Executive Officer. Dr. Beetham is a co-founder of Cibus Global with Mr. Riggs and with Greg Gocal, who will remain the Company’s Chief Scientific Officer. Mr. Riggs will remain Chairman of the Board of Directors. Dr. Beetham also will continue as a director. The Board of Directors intends to initiate a search for the Company’s next CEO and will consider external and internal candidates. “On behalf of the Board of Directors, I want to acknowledge Rory’s unwavering dedication to Cibus that has spanned more than two decades,” stated Mark Finn, lead independent director of the Board. “Rory has been instrumental in building Cibus and evolving its technologies into what they are today, driving a cutting-edge agricultural company poised to transform the development and commercialization of plant traits with its proprietary Rapid Trait Development System™, or RTDS®, gene editing process. We also want to recognize Rory’s visionary leadership through the scientific, operational, and strategic developments over the past several years as we worked to unlock the intrinsic value that we see in Cibus. The Board of Directors is confident that Peter Beetham, Greg Gocal, Carlo Broos and the rest of the Cibus leadership team will ensure strong execution of our commercial priorities during this transition.” In reflecting on his tenure as Chief Executive Officer, Rory Riggs commented, “I am looking forward to continuing my work on the Board and am fully confident the Company will execute a seamless transition. Cibus is at an important inflection point as it continues its transformation from an agricultural trait development company to a commercial trait company. One of my key objectives as Chief Executive Officer was to demonstrate the potential of our RTDS® technologies and our Trait Machine process. As of today, I can proudly say that we’ve met that objective. I believe that now is the right time to formally activate our succession planning and begin the transition to Cibus’ next leader as its commercial transformation accelerates. Peter Beetham, as a Cibus co-founder and leader, as well as a pioneer in agricultural gene editing, has been integral to getting Cibus to this point and is well poised to lead the company during this transition.” About Cibus Cibus is a leader in gene edited productivity traits that address critical productivity and sustainability challenges for farmers such as diseases and pests which the United Nations estimates cost the global economy approximately $300 billion annually. Cibus is not a seed company. It is a technology company that uses gene editing to develop and license traits to seed companies in exchange for royalties on seed sales. Cibus’ long-term focus is productivity traits for farmers for the major global row crops with large acreage such as canola, rice, and soybean. Cibus is a

 
2 technology leader in high-throughput gene editing technology that is expected to enable it to develop and commercialize plant traits at a fraction of the time and cost of conventional breeding. Cibus has developed a current pipeline of five productivity traits including important traits for weed management in Rice, Pod Shatter Reduction, and Sclerotinia (disease) resistance, which are its near-term focus. Forward-Looking Statements This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking words such as “anticipates,” “believes,” “continue,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “predicts,” “projects,” “should,” “targets,” “will,” or the negative of these terms and other similar terminology. Forward-looking statements in this press release include, but are not limited to, statements regarding future Cibus technology and process developments, the development and commercialization of traits, the ability to successfully commercialize and operationalize any specific trait or platform, future operations, prospects, and plans. These forward-looking statements are based on the current expectations and assumptions of Cibus’ management about future events, which are based on currently available information. These forward-looking statements are subject to numerous risks and uncertainties, many of which are difficult to predict and beyond the control of Cibus. Cibus’ 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: Cibus’ need for additional near-term funding to finance its activities and challenges in obtaining additional capital on acceptable terms, or at all; challenges that arise in respect of Cibus’ production of high-quality plants and seeds cost effectively on a large scale; changes in expected or existing competition, including competition from other traditional gene modification/plant breeding methodologies; challenges to Cibus’ intellectual property protection and unexpected costs associated with defending intellectual property rights; delays or disruptions in the Company’s platform or trait product development efforts, particularly with respect to its non-Rice and non- disease projects in light of the Company’s realigned strategic priorities; increased or unanticipated time and resources required for Cibus’ platform or trait product development efforts; Cibus’ ability to achieve commercial success; Cibus’ reliance on third parties in connection with its development activities; challenges associated with Cibus’ ability to effectively license its productivity traits and sustainable ingredient products; the risk that farmers do not recognize the value in germplasm containing Cibus’ traits or that farmers and processors fail to work effectively with crops containing Cibus’ traits; Cibus’ 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; commodity prices and other market risks facing the agricultural sector; technological developments that could render Cibus’ technologies obsolete; changes in macroeconomic and market conditions, including inflation, supply chain constraints, and rising interest rates; dislocations in the capital markets and challenges in accessing liquidity and the impact of such liquidity challenges on Cibus’ ability to execute on its business plan; and other important factors discussed in the “Risk Factors” section of Cibus’ Annual Report on Form

 
3 10-K which was filed with the Securities and Exchange Commission on March 21, 2024. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward- looking statements. In addition, the forward-looking statements included in this press release represent Cibus’ 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. CIBUS CONTACTS: INVESTOR RELATIONS Karen Troeber ktroeber@cibus.com 858-450-2636 Jeff Sonnek – ICR jeff.sonnek@icrinc.com MEDIA RELATIONS media@cibus.com Colin Sanford colin@bioscribe.com 203-918-4347

 
v3.25.0.1
Cover
Feb. 24, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 24, 2025
Entity Registrant Name Cibus, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-38161
Entity Tax Identification Number 27-1967997
Entity Address, Address Line One 6455 Nancy Ridge Drive
Entity Address, City or Town San Diego
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92121
City Area Code 858
Local Phone Number 450-0008
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, $0.0001 par value per share
Trading Symbol CBUS
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001705843
Amendment Flag false
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