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CORRESP
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CORRESP

October 4, 2023

 VIA EDGAR

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

Office of Industrial Applications and Services

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:

Jeanne Baker

Terence O’Brien

Re:

Cibus, Inc.

Form 8-K/A filed June 29, 2023

File No. 001-38161

 Ladies and Gentlemen:

Cibus, Inc. (formerly, Calyxt, Inc.), a company incorporated under the laws of the state of Delaware (the “Company” or
“Cibus”), is in receipt of the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the Commission’s letter dated September 26, 2023
(the “Comment Letter”) with respect to the Company’s Form 8-K/A filed with the Commission on June 29, 2023.

Set forth below is the Company’s response to the Comment Letter. For the Staff’s convenience, the text of the Staff’s comment
is set forth below in bold, followed by the Company’s response. Capitalized terms not otherwise defined in this letter have the meaning given to them in the Company’s Form 8-K filed on June 1,
2023, as amended by the Company’s Form 8-K/A filed on June 29, 2023 (as so amended, the “Form 8-K”).

Form 8-K/A filed June 29, 2023

Exhibit 99.7 Unaudited Pro Forma Combined Financial Information for Cibus Global, LLC and Calyxt, Inc.

Introductory Note, page 1

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 October 4, 2023

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 2

 We note your response to prior comment 1, as well as the additional information you provided during our
September 14, 2023 telephone call. Please address the following:

•

 Provide the ownership and structure of the entities before the date of the business combination, as well as
the ownership interests after the transaction. In this regard, we note that the Company owns 79.1% of the Cibus common units. Identify who owns the remainder of the common units;

•

 Provide a detailed description of the legal steps taken to effect the transaction, including the changes to
the structures of the entities and the specific timing of each step between January 13, 2023, the date of the Agreement and Plan of Merger, and May 31, 2023, the date the parties completed the business combination;

•

 Explain why the Company organized the combined entity in an UP-C
structure and explain the objective(s) you were trying to achieve. Address whether the Company contemplated other alternative structures and, if not, why not. Also, address why the Up-C structure was organized
with Cibus Global as an LLC with the Company as its managing member. Explain whether or not the intended benefits of the UP-C structure could have been achieved with an alternative governance structure for
Cibus Global, whether you considered any such alternative governance structures, and if applicable, why you chose the structure utilized in the transaction;

•

 Given the Company’s significant ownership interest in the combined entity and lack of any material non-controlling interests, please explain why the LLC agreement was structured such that the Company was the sole management member of Cibus Global;

•

 Provide us with your comprehensive analysis related to the determination that Cibus Global is a VIE. Fully
explain the specific changes to the LLC agreement that resulted in this determination, and note the timing of when the changes legally occurred;

•

 You indicated that the non-managing members of Cibus Global (post
transaction) do not have kick-out rights or participating rights. Clarify whether this assertion is because (i) there are no kick-out rights or participating right
or (ii) that there are kickout rights and/or participating rights and such rights are not substantive. If the latter, please explain how you determined such rights are not substantive;

•

 Provide the following information related to the combined entity:

•

 Explain why the name of the combined entity changed to Cibus, Inc;

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 October 4, 2023

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•

 Explain why the Board of Directors of the combined company was decreased to six members, all of whom were
legacy Cibus board members;

•

 Explain what drove the Board representation and structure;

•

 Explain how the management of the combined entity was determined; and

•

 Describe the nature of the ongoing operations of the combined entity. Address whether any legacy operations of
Calyxt is part of such ongoing operations.

 Response:

On May 31, 2023, the Company completed its business combination with Cibus Global, LLC (“Cibus Global”) in accordance
with the terms of the Merger Agreement. Upon consummation of the Transactions1, the resulting combined Company was organized in an umbrella partnership
C-corporation, or “Up-C”, structure. This structure, which was introduced by Cibus Global during the negotiations of the Merger Agreement, is a common
structure frequently used in transactions involving entities classified as a partnership for U.S. federal income tax purposes, such as Cibus Global.

The Company’s Up-C structure was proposed to allow certain existing equityholders of Cibus
Global, referred to as the Electing Members (as further defined in Annex A), to retain equity ownership directly in Cibus Global—an entity that prior to the consummation of the Transactions was, and after consummation of the Transactions
remains, classified as a partnership for U.S. federal income tax purposes—in the form of Up-C Units. The balance of the equity ownership in Cibus Global is held directly by the Company. This structure
provides certain tax benefits and associated cash flow advantages to both the Company and such Electing Members. The Up-C structure allows future taxable income of Cibus Global that is allocated to the
Electing Members to be generally taxed on a pass-through basis, and therefore, such income will generally not be subject to corporate taxes at the entity level. Additionally, the Electing Members may exchange their
Up-C Units for shares of Class A Common Stock, providing them with liquidity.

 The
negotiation of the Up-C structure, which mirrors the customary structure of numerous other public company Up-C structures, preceded the accounting analysis to determine
the accounting acquirer in the Transactions. The subsequent accounting analysis under U.S. generally accepted accounting principles (“GAAP”) concluded that the Company was both the legal and accounting acquirer in the Transactions.
Specifically, the analysis concluded that Cibus Global is a variable interest entity (a “VIE”) and that because (a) the Company is the managing member of Cibus Global with the power to direct the most significant activities of
Cibus Global and (b) the Company has a variable interest in the form of its equity ownership that provides it with the ability to participate significantly in Cibus Global’s benefits and losses, the Company is the primary beneficiary of
the VIE. Because of the clear guidance in the authoritative accounting standards regarding identifying the primary beneficiary of a VIE as the accounting acquirer, the Company concluded that the Company was the legal and accounting acquirer and
Cibus Global was the legal and accounting acquiree.

1
 Set forth in Annex A to this response letter is a diagram that depicts the ownership and structure of the
entities involved in the Transactions immediately preceding and following the Transactions.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 October 4, 2023

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 This conclusion was dictated by the requirements of GAAP and reflected neither a choice nor
preference of the Company. Any alternative conclusion would have required that the Company override the requirements of GAAP.

 To
facilitate the Staff’s analysis, the Company has provided additional detail below with respect to each of the requests set forth within the Staff’s comment.

•

 Provide the ownership and structure of the entities before the date of the business combination, as well as
the ownership interests after the transaction. In this regard, we note that the Company owns 79.1% of the Cibus common units. Identify who owns the remainder of the common units;

Set forth in Annex A to this response letter is a diagram that depicts the ownership and structure of the entities immediately preceding and
following the Transactions.

 The Company owns 79.1% of the Cibus Common Units. The remaining 20.9% of the Cibus Common Units are owned by
the Electing Holders—thirty-six members from among the Top 99 Holders2 who elected to receive Up-C Units in the
Transactions. These Electing Members constitute the non-controlling interests of Cibus Global, representing 20.9% of the economic interest in Cibus Global and holding corresponding Class B Common Stock,
representing 20.9% of the aggregate voting power of the Company’s combined Common Stock. Because the exact ownership interest of such Electing Members was dependent upon the number of Top 99 Holders that elected to become Electing Members, the
ultimate noncontrolling interest following the Transactions was not known until the Transactions were finalized.

•

 Provide a detailed description of the legal steps taken to effect the transaction, including the changes to
the structures of the entities and the specific timing of each step between January 13, 2023, the date of the Agreement and Plan of Merger, and May 31, 2023, the date the parties
completed the business combination;

2
 Cibus Global is classified as a “partnership” for U.S. federal and applicable U.S. state and local
tax purposes. However, certain “publicly traded partnership” rules in the U.S. tax law mandate that any entity which is otherwise classified for U.S. tax purposes as a partnership shall be required to instead be classified for such
purposes as a corporation if interests in that entity are traded on an established securities market or are readily tradeable on a secondary market. Although interests in Cibus Global will not be traded on any securities market, the fact that such
interests, as part of an Up-C Unit, are exchangeable or redeemable for shares of Class A Common Stock, may cause these rules to require Cibus Global to be classified as a corporation (rather than a
partnership) for U.S. tax purposes. Nonetheless, the regulations promulgated pursuant to these publicly traded partnership rules provide certain “safe harbors” which, if complied with, would allow Cibus Global to continue to be classified
as a partnership for U.S. tax purposes. One such safe harbor applies if (among other requirements) Cibus Global were to, at all times, have less than 100 holders of Cibus Common Units. The limitation of the election for Up-C Units to the Top 99 Holders was intended to ensure compliance with this safe harbor.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 October 4, 2023

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 On January 13, 2023, the Company (then Calyxt, Inc.), Calypso Merger Subsidiary, LLC
(“Merger Subsidiary”), Cibus Global and the Blocker Entities (as defined in Annex A hereto) entered into the Merger Agreement. Merger Subsidiary was formed by the Company prior to January 13, 2023, as a wholly-owned subsidiary,
for the sole purpose of completing the merger of Merger Subsidiary with and into Cibus Global, with Cibus Global as the surviving company and Merger Subsidiary ceasing to exist, as described below.

Also on January 13, 2023, support agreements were entered into between Cibus Global, on the one hand, and certain Company stockholders
and certain directors and officers of the Company (collectively, the “Supporting Stockholders”) on the other hand, who as of January 13, 2023, collectively and in the aggregate, beneficially held voting power of approximately
49.8% of the then outstanding common stock of the Company (the “Subject Shares”). Pursuant to the terms of these support agreements, the Supporting Stockholders agreed to take certain actions to support the Transactions, including
not transferring the Subject Shares during the term of these support agreements, except under specified circumstances, and voting the Subject Shares in favor of the Merger Agreement and the Transactions and against any alternative acquisition
proposals.

 Also on January 13, 2023, support agreements were entered into between the Company, on the one hand, and certain of Cibus
Global’s equityholders (including the Blocker Entities) and certain directors and officers of Cibus Global (collectively, the “Cibus Supporting Unitholders”), on the other hand, who as of January 13, 2023, collectively and
in the aggregate, held voting power of approximately 54.3% of the then outstanding voting membership units of Cibus Global (the “Subject Units”). Pursuant to the terms of these support agreements, the Cibus Supporting Unitholders
agreed to take certain actions to support the Transactions, including not transferring the Subject Units during the term of these support agreements except under specified circumstances and voting (or acting by written consent) all of such Cibus
Supporting Unitholders’ Subject Units in favor of the Mergers and the Transactions and against any alternative acquisition proposals, and the conversion of all outstanding pre-closing preferred membership
units of Cibus Global into pre-closing voting common units of Cibus Global on a one-for-one basis.

On February 14, 2023, the Company filed a registration statement on Form S-4 with the Commission.

 On February 23, 2023, the Company received a letter from the Commission noting that the Commission would not review the registration
statement.

 On April 14, 2023, the Company and Cibus Global entered into a First Amendment to the Merger Agreement to correct a
scrivener’s error in the definition of “Public Company Class A Common Stock” in Article IX of the Merger Agreement.

Also on April 14, 2023, the Company filed amendment number 1 to its registration statement on Form
S-4 with the Commission and submitted a written request for acceleration of the effective date of the registration statement, requesting such effectiveness as of 3:00 p.m. Eastern Time on April 18, 2023.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 October 4, 2023

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 On April 18, 2023, the Commission declared the registration statement on Form S-4 effective, and the Company commenced mailing of the proxy statement / prospectus included therein to Calyxt, Inc. stockholders and Cibus Global unitholders.

On May 2, 2023, Cibus Global disseminated an information statement, including a copy of the proxy statement / prospectus included in the
Company’s registration statement that was declared effective, to all members and warrant holders of Cibus Global, which included a copy of an Action by Written Consent of the members of Cibus Global for the approval of the Merger Agreement and
the Transactions and the conversion on a one-for-one basis of all preferred units of Cibus Global into voting common units of Cibus Global immediately preceding the
consummation of the Mergers. For each Top 99 Holder, the information statement was accompanied by an election form and copies of the Tax Receivable Agreement, the Third Amended and Restated Limited Liability Company Agreement of Cibus Global, LLC
(the “LLC Agreement”), Exchange Agreement, and Registration Rights Agreement. Each election form permitted each holder that was a Top 99 Holder to elect on a per-unit basis (other than in
respect of profits interest units of Cibus Global), to receive merger consideration in the form of either (A) shares of Class A Common Stock or (B) Up-C Units (any units of Cibus Global for
which an election was made to receive Up-C Units, being “Excluded Units”), provided that Top 99 Holders electing to receive Up-C Units were not
eligible to exchange more than ninety-five percent (95%) of their units of Cibus