Cibus Announces Closing of Merger with Calyxt to Create Industry Leading Precision Gene Editing and Trait Development Company
01 Junio 2023 - 6:00AM
Cibus, Inc. (Nasdaq: CBUS), a leading agricultural technology
company that develops and licenses plant traits to seed companies
for royalties, today announced the closing of its previously
announced merger with Calyxt, Inc. (“Calyxt”). In connection with,
and immediately preceding, the closing of the merger, Calyxt
effected the previously announced reverse stock split of Calyxt
common stock at a ratio of 1-for-5. Calyxt filed an amendment to
its amended and restated certificate of incorporation to effectuate
the reverse stock split as of 4:01 p.m. Eastern Time on May 31,
2023. The combined company will operate under the name “Cibus,
Inc.” and shares of its Class A Common Stock will begin trading on
an adjusted basis giving effect to the reverse stock split and the
closing of the merger when the Nasdaq Capital Market opens on June
1, 2023. The Class A Common Stock will trade on the Nasdaq Capital
Market under the symbol “CBUS” and under a new CUSIP number (17166A
101). Giving effect to the merger and the reverse stock split,
Cibus has approximately 16,582,599 shares of Class A Common Stock
outstanding at closing.
The combined company brings together the technology platforms
and facilities of two pioneering companies to create a leading
agricultural technology company for the development of Productivity
Traits and Sustainable Ingredients.
“2023 has already been a transformational year for Cibus, and a
large part of the transformation is the combination with Calyxt.
Together, the combined company has over 1,000 patents issued or
pending covering a broad range of fundamental enabling technology
in gene editing in agriculture,” said Rory Riggs, Chief Executive
Officer of Cibus. “Building on key developments in 2023, the merger
positions Cibus to expand and grow its operations. In the first
half of 2023, we transferred three different traits in two
different crops to customers in their elite germplasm. In addition,
we are finishing construction of the first trait machine facility
which is the industry’s first stand-alone semi-automated trait
production facility. We have three other traits in advanced
development. The facilities and talented teams brought together in
the merger, position Cibus to maintain this momentum.”
“Cibus’ Trait Machine process is a critical breakthrough in
breeding technology,” said Gerhard Prante, Vice Chairman of Cibus
and former member of the Supervisory Board of Bayer CropScience.
“The ability to edit a complex trait directly in a customer’s elite
germplasm and return to the customer a market-ready plant is
unique. It fundamentally changes the time to develop new traits and
the time for the customer to commercialize a trait once it is
developed.”
Peter Beetham, President and Chief Operating Officer of Cibus,
added, “Traits are a large attractive royalty market that is a
critical part of the agricultural industry. Through our gene
editing capabilities, we believe we are uniquely positioned to take
advantage of the multi-billion-dollar addressable royalty market.
Equally important virtually every one of our trait products is
intended to address the sustainability of farming in the face of
climate change or is intended to help major corporations replace
their older ingredients that are generating greenhouse gas
emissions with sustainable low carbon ingredients.”
Prior to the merger, Cibus Global, LLC (“Cibus Global”) closed
the final tranche of its Series F Preferred Units round, bringing
aggregate proceeds to $118.5 million for the full private
placement. The financing included participation by funds advised by
Fidelity Management & Research Company, as well as by Rory
Riggs, Chief Executive Officer of Cibus, and New Ventures Agtech
Solutions, a fund affiliated with Mr. Riggs. The Series F Preferred
Units sold by Cibus Global in the private placement were not
registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any state’s securities laws, and were sold in
a transaction not involving a public offering pursuant to an
exemption from the registration requirements of the Securities
Act.
The combined company will be led by Rory Riggs, who assumes the
roles of Chairman of the Board of Directors and Chief Executive
Officer. Cibus is headquartered in San Diego, California and
Calyxt's offices, laboratory, and breeding facilities in Roseville,
Minnesota, will remain operational as a key site for the combined
company.
Canaccord Genuity served as financial advisor and Sidley Austin
served as legal counsel to Calyxt. Jones Day is serving as legal
counsel to Cibus.
About Cibus
Cibus is a leading agricultural technology company that develops
and licenses plant traits to seed companies for royalties.
Cibus is a leader in the new era of gene-edited trait development,
where plant traits (or specific genetic characteristics) that are
indistinguishable from traits developed using traditional breeding
are now created using gene editing. A key element of Cibus’
technology breakthrough is its patented RTDS®
technology platform: the Trait Machine™-- the industry’s first
semi-automated stand-alone trait production facility. Cibus’ Trait
Machine™ materially changes the speed, breadth and scale of trait
development. This breakthrough is central to Cibus’ vision for the
Future of Breeding: “High Throughput Gene Editing Systems operating
as an extension of seed company breeding programs”. The ability to
develop complex traits at a fraction of the time and cost of
conventional breeding will be critical for addressing the
sustainability challenges presented by Climate Change.
For more information, visit www.cibus.com.
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 the benefits of the merger, Cibus’
operational and financial performance, and 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. There are many factors that could cause
Cibus’ actual results, level of activity, performance or
achievements to differ materially from those expressed or implied
by forward-looking statements, including factors related to: (i)
risks associated with the possible failure to realize certain
anticipated benefits of the transactions contemplated by the merger
(the “Transactions”), including with respect to future financial
and operating results; (ii) the effect of the completion of the
Transactions on Cibus’ business relationships, operating results
and business generally; (iii) the outcome of any litigation related
to the merger agreement or Transactions; (iv) competitive responses
to the Transactions and changes in expected or existing
competition; (v) challenges to Cibus’ intellectual property
protection and unexpected costs associated with defending Cibus’
intellectual property rights; (vi) increased or unanticipated time
and resources required for Cibus’ platform or trait product
development efforts; (vii) Cibus’ reliance on third parties in
connection with its development activities; (viii) Cibus’ ability
to effectively license its productivity traits and sustainable
ingredient products; (ix) the recognition of value in Cibus’
products by farmers, and the ability of farmers and processors to
work effectively with crops containing Cibus’ traits; (x) Cibus’
ability to produce high-quality plants and seeds cost effectively
on a large scale; (xi) Cibus’ need for additional funding to
finance its activities and challenges in obtaining additional
capital on acceptable terms, or at all; (xii) Cibus’ dependence on
distributions from Cibus Global to pay taxes and cover Cibus’
corporate and overhead expenses; (xiii) regulatory developments
that disfavor or impose significant burdens on gene-editing
processes or products; (xiv) Cibus’ ability to achieve commercial
success; (xv) commodity prices and other market risks facing the
agricultural sector; and (xvi) technological developments that
could render Cibus’ technologies obsolete . In addition to these
factors, other known and unknown risks and uncertainties may
adversely affect such forward-looking statements and cause Cibus’
actual results, performance or achievements to be materially
different from those expressed or implied by the forward-looking
statements. 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.
Contacts
Investor Relations:
Karen Troeber
ktroeber@cibus.com
858-450-2636
Media Relations:
Colin Sanford
colin@bioscribe.com
203-918-4347
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