Cibus Global Ltd Ipo

Cibus global ltd ipo

Global Sections

As filed with the Securities and Exchange Commission on December21, 2018.

Registration No.

333-         

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

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20549

FORM S-1
REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CIBUS GLOBAL, LTD.

to be domesticated as described herein to a corporation named

CIBUS CORP.

(Exact name of registrant as specified in its charter)

British Virgin Islands (prior to domestication)

 

 

Delaware (after domestication)

2836

98-0603843

(State or other jurisdiction of
incorporation or organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S.

Employer
Identification Number)

Cibus Global, Ltd.
6455 Nancy Ridge Drive
San Diego, California 92121
(858)-450-0008
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jim Hinrichs
Chief Financial Officer
Cibus Global, Ltd.
6455 Nancy Ridge Drive
San Diego, California 92121
(858) 450-0008
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Kenneth Polin
Boris Dolgonos
Peter E.

Devlin
Jones Day
250 Vesey Street
New York, New York 10281
(212) 326-3939

Richard D. Truesdell, Jr.
Derek Dostal
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:

o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.

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See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

 

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 7(a)(2)(B) of the Securities Act.

INITIAL PUBLIC OFFERING (IPO) EXPLAINED - BUYING IPO STOCKS

o

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities to be Registered

Proposed Maximum
Aggregate Offering Price(1)(2)

Amount of
Registration Fee(3)

Class A common stock, par value $0.00001 per share

$

100,000,000

 

$

12,120

 

(1)Includes the offering price of shares of Class A common stock that may be sold if the option to purchase additional shares granted to the underwriters is exercised.
(2)Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.
(3)The $12,120 registration fee associated with this Registration Statement is offset pursuant to Rule 457(b) and 457(p) by the registration fee of $12,120 previously paid in connection with the filing of the Registration Statement on Form S-1 (333-228454) by Cibus Ltd.

on November 16, 2018.

Cibus global ltd ipo

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

Cibus Global, Ltd., the registrant whose name appears on the cover of this registration statement, is a British Virgin Islands business company.

In connection with the closing of this offering, Cibus Global, Ltd.

Cibus global ltd ipo

will domesticate into a Delaware corporation pursuant to a statutory domestication under Section 388 of the Delaware General Corporation Law and will change its name to Cibus Corp.

Shares of Class A common stock, par value $0.00001 per share, of Cibus Corp.

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are being offered by the prospectus that forms a part of this registration statement.

Cibus global ltd ipo