Form 8-K

8-K — Cibus, Inc.

Accession: 0001628280-26-041775

Filed: 2026-06-09

Period: 2026-06-08

CIK: 0001705843

SIC: 2870 (AGRICULTURE CHEMICALS)

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — cbus-20260608.htm (Primary)

EX-99.1 (cbus-20260608xpr.htm)

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8-K

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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): June 8, 2026

______________________

Cibus, Inc.

(Exact name of registrant as specified in its charter)

______________________

Delaware 001-38161 27-1967997

(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:

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

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

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

o 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 Trading

Symbol(s) Name of exchange

on which registered

Class A Common Stock, $0.0001 par value per share CBUS The 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.

As the culmination of its previously announced succession planning strategy, the Board of Directors (the “Board”) of Cibus, Inc. (the “Company”) appointed Craig Wichner as the Company’s Chief Executive Officer on June 8, 2026. Concurrently with the appointment, Mr. Wichner resigned from the Board and from the Strategy Committee of the Board. Mr. Wichner joined the Company’s Board in November 2025.

Mr. Wichner, age 56, is the Founder and Managing Partner of Farmland LP (“Farmland”), a leading United States farmland investment management firm with more than $350 million in assets and over 19,000 acres under management. Mr. Wichner founded Farmland in 2009 to demonstrate that organic and regenerative farmland management can enhance both soil health and long-term investment performance. Prior to founding Farmland, Mr. Wichner founded and managed several technology and investment companies focused on data-driven business models and sustainable growth. Mr. Wichner previously served on the Board of Directors of BN Ranch, the successor company to Niman Ranch, which was acquired by Blue Apron Holdings, Inc. (NYSE: APRN). Mr. Wichner also manages private family real estate holdings. Mr. Wichner holds a Bachelor of Science degree in Biochemistry and Molecular Biology with a minor in Economics from the University of California, San Diego.

On June 8, 2026, Peter Beetham, who had been serving as Interim Chief Executive Officer since February 2025, returned to his role as the Company’s President and Chief Operating Officer. Dr. Beetham has served as the Company’s President and Chief Operating Officer since June 2023. Previously, Dr. Beetham served as Cibus Global’s Chief Executive Officer, Senior Vice President of Research and Development and in other executive capacities since he co-founded Cibus Global in 2001. Given the change in Dr. Beetham’s role, the Compensation Committee of the Board recommended, and the Board approved, a reduction in Dr. Beetham’s annual base salary for 2026 from $650,000 to $585,000. To facilitate the Chief Executive Officer transition and related Board transition designed to enhance the independence of the Board, Dr. Beetham resigned from the Board also effective June 8, 2026. Concurrently with the resignations of Mr. Wichner and Dr. Beetham as directors, the authorized number of directors was reduced to seven.

In connection with his appointment as Chief Executive Officer, the Company and Mr. Wichner entered into an Executive Employment Agreement (the “Employment Agreement”), dated as of June 8, 2026. The Employment Agreement was recommended by the Compensation Committee of the Board and approved by the Board.

Pursuant to the Employment Agreement, the Board established an initial base salary for Mr. Wichner of $650,000 and Mr. Wichner will be eligible for a discretionary annual bonus and annual incentive equity award, in each case, as determined by the Board or the Compensation Committee.

Mr. Wichner is eligible to participate in employee benefit plans, such as pension, profit sharing and other retirement plans, incentive compensation plans, disability and other insurance plans, and other employee welfare plans, in each case, in accordance with the employee benefit plans established by the Company, and as may be amended from time to time in the Company’s sole discretion.

Mr. Wichner’s employment is at-will and may be terminated at any time for any reason. Upon termination of Mr. Wichner’s employment by Mr. Wichner for Good Reason or by the Company without Cause, Mr. Wichner will be entitled to continued payments of base salary for a period of eighteen months, vesting of that portion of Mr. Wichner’s stock options and other unvested equity that would have otherwise vested in such eighteen month period, payment of any annual bonus that has been earned but remains unpaid, and up to eighteen months of Company-paid COBRA premiums (collectively, the “Severance Benefits”).

If Mr. Wichner’s employment is terminated by Mr. Wichner for Good Reason or by Cibus without Cause in connection with a Change in Control, Mr. Wichner will be entitled to continued payment of base salary for a period of twenty-four months, payment of a lump sum equal to the higher of Mr. Wichner’s target annual bonus for the year of such termination and, if termination occurs in the second half of a fiscal year, the reasonably projected annual bonus for the termination year, full vesting of all of Mr. Wichner’s stock options and other unvested equity, and up to twenty-four months of Company-paid COBRA premiums (collectively, the “Change in Control Severance Benefits”). The receipt of Severance Benefits and Change in Control Severance Benefits, as applicable, will be subject to delivery of a release contemplated by the Employment Agreement.

On June 8, 2026, Mr. Wichner was granted a restricted stock unit (“RSU”) award with a grant date fair value of $1,100,000 and a stock option with a grant date fair value of $1,100,000 under the Company’s 2017 Omnibus Incentive Plan, as amended (the “Plan”) and subject to the Company’s current standard forms of RSU award and stock option agreements. Each of the RSU award and the stock option award will vest as to 25% of the shares underlying such award on each of the first four anniversaries of the grant date, subject to acceleration and forfeiture as described in the Employment Agreement and the forms of award agreements. The stock option award has an exercise price equal to Fair Market Value (as defined in the Plan) on the grant date and a ten year term.

Mr. Wichner previously entered into the Company’s standard indemnification agreement for directors and officers, the form of which is filed with the Company’s Annual Report on Form 10-K and remains in effect with respect to Mr. Wichner.

The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is to be filed as an exhibit to the Company’s next Quarterly Report on Form 10-Q.

Mr. Wichner has no other direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, nor are any such transactions currently proposed. There are no arrangements or understandings between Mr. Wichner and any other persons pursuant to which Mr. Wichner is being appointed as Chief Executive Officer, and there are no family relationships between Mr. Wichner and any director or executive officer of the Company.

Item 7.01. Regulation FD Disclosure.

On June 8, 2026, 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

Press Release Issued by Cibus, Inc. June 8, 2026

104 Cover 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: June 9, 2026

CIBUS, INC.

By: /s/ Jason Stokes

Name: Jason Stokes

Title: Chief Administrative Officer

EX-99.1

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cbus-20260608xpr

Cibus Names Agricultural Biotechnology Leader Craig Wichner as Chief Executive Officer to Accelerate Growth and Value Creation SAN DIEGO, June 8, 2026 – Cibus, Inc. (Nasdaq: CBUS) (the “Company” or “Cibus”), a leading agricultural technology company that develops and licenses plant traits to seed companies, today announced key leadership changes pursuant to the Company’s previously announced succession planning strategy. As part of this plan, Craig Wichner, a board member since November 2025, has been appointed as the Company’s Chief Executive Officer. Peter Beetham, who has served as the Company’s Interim Chief Executive Officer, will continue his role as the Company’s President and Chief Operating Officer. Concurrently, both Mr. Wichner and Dr. Beetham resigned from the Cibus Board of Directors as part of this reorganization and plan. “When Craig joined the Board, we recognized his exceptional combination of financial acumen, strategic discipline, and industry insight and leadership,” said Mark Finn, Chairman of the Board. “With his proven track record of delivering results and creating value, and his demonstrated leadership capabilities, including through his time on the Board, we are confident Craig is the right person to lead Cibus forward in our next stage as we focus on the execution of the Company’s near-term commercialization targets. Craig’s experience will be invaluable as we also execute our capital strategy to drive longer-term value creation through realization of our vision for the future of agriculture.” “I also want to acknowledge and thank Peter for stepping into the role of Interim Chief Executive Officer over the past fifteen months, shepherding the Company to the precipice of its initial commercialization targets while raising over $62 million in new investment, and supporting a smooth and seamless transition going forward. We look forward to continuing to benefit from Peter’s capable and effective operational leadership as he returns to his duties as President and Chief Operating Officer,” continued Mr. Finn. “When I joined the Board last November, I saw a company with breakthrough technology and a clear path to put it to work," said Mr. Wichner. "My immediate focus is execution: getting Cibus' improved traits into customers' hands, converting our near-term commercialization targets into revenue, and maintaining the capital discipline to get there. Cibus is at a pivot point of real opportunity, and I am honored to lead it." Dr. Beetham stated, “It is a pivotal moment for Cibus and I believe Cibus is fortunate to have Craig lead us into this next phase of growth and I am excited to work with him.” Mr. Wichner is the Founder and Managing Partner of Farmland LP, a leading U.S. farmland investment management firm with more than $350 million in assets and over 19,000 acres under management. Since founding the firm in 2009, he has been a recognized leader in demonstrating how regenerative and organic farming practices can drive both strong financial

performance and measurable environmental outcomes. His background spans technology, real estate investment, and agribusiness development. About Cibus Cibus (Nasdaq: CBUS) is a leader in developing traits (characteristics) that address critical productivity, yield and sustainability challenges. Cibus’ proprietary high-throughput gene editing technologies drive its long-term focus on productivity traits for farmers for the major global row crops. Cibus is not a seed company. It is a technology company that uses its gene editing technologies to develop plant traits at a fraction of the time and cost of conventional breeding and to license them to customers in exchange for royalties. About the Cibus Trait MachineTM process and Rapid Trait Development SystemTM A key element of Cibus’ technology breakthrough is its high throughput breeding process (referred to as the Trait Machnine™ process). Cibus improves a crop by editing it directly, instead of crossbreeding plants over many generations and waiting years for the right trait to show up. It takes a single cell from a seed company’s best existing variety, edits that cell’s genes to add the trait the customer wants, and grows that one cell into a full plant carrying the edit. It is the first standardized, semi-automated system to do this. Cibus calls it the Trait Machine™ process, the crop-specific form of its core technology, the Rapid Trait Development System (RTDS®). The seed company keeps the prize variety it already spent years developing, and Cibus simply adds the improvement, far faster and cheaper than conventional breeding, then licenses it back to the customer. Cibus believes that RTDS and the Trait Machine process represent the technological breakthrough in plant breeding that is the ultimate promise of plant gene editing: high- throughput gene editing systems operating as an extension of seed company breeding programs. In 2024, the Trait Machine process was cited by Fast Company Magazine as one of the most innovative products in 2024. Forward Looking Statements This press release 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, 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 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; changes in expected or existing competition; challenges to Cibus’ intellectual property protection and unexpected costs associated with defending intellectual property rights; increased or unanticipated time and resources required for Cibus’ platform or trait product development efforts; Cibus’ reliance on third parties in connection with its development activities, including reliance on partner-funding and/or support for the advancement of its Sustainable Ingredients program; 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; delays or disruptions in the Company’s platform or trait product development efforts, particularly insofar as they affect the Company’s strategic priority programs; challenges that arise in respect of Cibus’ production of high-quality plants and seeds cost effectively on a large scale; 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; Cibus’ ability to achieve commercial success; 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; the Company’s assessment of the period of time through which its financial resources will be adequate to support operations; and other important factors discussed in the “Risk Factors” section of Cibus’ Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2026, as may be updated from time-to-time in Cibus’ subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. 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 Jeff Sonnek jeff.sonnek@icrinc.com

MEDIA RELATIONS Colin Sanford colin@bioscribe.com 203-918-4347

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