ROSEVILLE, Minn. and SAN DIEGO, April 18,
2023 /PRNewswire/ -- Calyxt, Inc. (Nasdaq: CLXT), a
plant-based synthetic biology company, and Cibus, a leader in
precision gene editing in agriculture, today announced that the
registration statement on Form S-4, initially filed with the U.S.
Securities and Exchange Commission ("SEC") by Calyxt on
February 14, 2023, and amended on
April 14, 2023 (as amended, the
"Registration Statement"), has been declared effective by the
SEC.
The Registration Statement was filed in connection with the
previously announced merger of Calyxt and Cibus and contains a
proxy statement / prospectus of Calyxt.
Calyxt also announced that it has scheduled a special meeting of
its stockholders (the "Special Meeting") to seek approval of
matters related to the merger from such stockholders. The Calyxt
Special Meeting will be held virtually via live webcast at
www.virtualshareholdermeeting.com/CLXT2023SM on May 18, 2023 at 9:00 a.m.
Central Time. Calyxt's stockholders of record as of
April 12, 2023 are entitled to vote
at the Special Meeting.
The proxy statement/prospectus contains important information
about the proposed merger transactions, the merger agreement and
the proposals to be considered at the Special Meeting.
The combined company is expected to be renamed Cibus, Inc. and
remain listed on the Nasdaq Capital Market under the proposed
ticker symbol CBUS.
The Registration Statement is available and may be accessed
without charge on the SEC's website at www.sec.gov (as filed under
Calyxt, Inc.) or at the SEC filings portion of Calyxt's website at
https://ir.calyxt.com/sec-filings/all-sec-filings.
The merger is expected to close in the second quarter of 2023,
subject to customary closing conditions, including approval of the
merger by the shareholders of Calyxt at the Special Meeting.
About Calyxt
Calyxt (Nasdaq: CLXT) is a plant-based synthetic biology
company. Calyxt leverages its proprietary PlantSpring™ technology
platform and Plant Cell Matrix™ biomass to engineer plant
metabolism to produce innovative high value plant-based chemistries
for use in customers' materials and products. As plant-based
solutions, Calyxt's synthetic biology products can be used in
helping customers meet their sustainability targets and financial
goals. Calyxt's diversified offerings are primarily delivered
through its proprietary BioFactory™ production system. For more
information, visit www.calyxt.com.
About Cibus
Cibus® is a leading agricultural technology company that
develops, and licenses gene edited plant traits to seed companies.
Its traits enable farmers to manage productivity and sustainability
challenges such as diseases, pests, weeds, fertilizer use and
climate change. Cibus' goal is to use its trait technology to
create a new generation of crops that are more adaptable to their
environment and have increased yields while requiring less
chemicals. Cibus' patented RTDS® technology platform has enabled
agriculture's first standardized end-to-end gene editing trait
prototype and production system: the Trait Machine™. The Trait
Machine represents a technological breakthrough in plant breeding
that broadens the range and scale of possible trait solutions that
makes more diverse germplasm accessible, materially shortens trait
breeding timelines, and shortens the time to market traits. Cibus'
technologies and traits are accelerating agriculture's jump to a
climate smart, more sustainable crop production system and the
industry's move to sustainable low-carbon ingredients. For more
information, visit www.cibus.com.
Cautionary Statement Regarding Forward-Looking
Statements
The information included in this communication includes
"forward-looking statements" within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act. All
statements, other than statements of present or historical fact
included herein, regarding the transactions contemplated by the
merger agreement (the "transactions"), the ability of the parties
to the merger agreement to consummate the transactions, the
benefits of the transactions, Calyxt's future financial performance
(including its liquidity and capital resources and cash runway),
the combined company's future performance following the
transactions, and the potential for global regulatory developments,
as well as Calyxt's, Cibus' and the combined company's respective
strategies, future operations, financial positions, prospects and
plans as well as the objectives of management are forward-looking
statements. Words such as "expects," "continues," "may," "will,"
"approximately," "intends," the negative of such terms and other
similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
such identifying words.
These forward-looking statements are based on the current
expectations and assumptions of Cibus' and Calyxt's management
about future events and are based on currently available
information as to the outcome and timing of future events.
Forward-looking statements are subject to risks and uncertainties,
most of which are difficult to predict and many of which are beyond
the control of Calyxt and Cibus. These risks include, but are not
limited to, (i) the risk that the conditions to the closing of the
proposed transactions are not satisfied, including the failure to
obtain stockholder approval of matters related to the proposed
transactions in a timely manner or at all, (ii) uncertainties as to
the timing of the consummation of the proposed transactions, (iii)
risks related to Calyxt's capital resources and the ability of
Calyxt and Cibus, respectively, to correctly estimate and manage
their respective operating expenses and expenses associated with
the proposed transactions, (iv) risks related to Calyxt's continued
listing on the Nasdaq Capital Market until closing of the proposed
transactions, (v) risks associated with the possible failure to
realize certain anticipated benefits of the proposed transactions,
including with respect to future financial and operating results;
(vi) uncertainties regarding the impact that any delay in the
closing of the proposed transactions would have on the anticipated
cash resources of the combined company upon closing of the proposed
transactions and other events and unanticipated spending and costs
that could reduce the combined company's cash resources; (vii) the
potential for the occurrence of any event, change or other
circumstance or condition that could give rise to the termination
of the merger agreement; (viii) the possible effect of the
announcement, pendency or completion of the proposed transactions
on Calyxt's or Cibus' business relationships, operating results and
business generally; (ix) risks related to unexpected costs related
to the proposed transactions; (x) the potential for, and
uncertainty associated with the outcome of, any legal proceedings
that have been or may be instituted against Calyxt or Cibus or any
of their respective directors or officers related to the merger
agreement or the transactions contemplated thereby; (xi) risks
associated with the ability of Calyxt and Cibus to protect their
respective intellectual property rights; (xii) the potential impact
of competitive responses to the proposed transactions and changes
in expected or existing competition; (xiii) the possibility that
Calyxt, Cibus or the combined company may be adversely affected by
other economic, business, or competitive factors; (xiv) risks
associated with the loss of key employees of Calyxt or Cibus; (xv)
risks associated with changes in applicable laws or regulations and
the potential impact of such changes on Calyxt's, Cibus' or the
combined company's ability to advance product development and
commercialization; and (xvi) other risks and uncertainties
identified from time to time in documents filed or to be filed with
the Securities and Exchange Commission (the "SEC") by Calyxt or the
combined company, including those discussed in the "Risk Factors"
section of Calyxt's Annual Report on Form 10-K/A, which was filed
with the SEC on March 3, 2023. Should
one or more of the 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 communication represent Calyxt's and Cibus' views as of the
date hereof. Calyxt and Cibus anticipate that subsequent events and
developments will cause the respective company's views to change.
Calyxt and Cibus specifically disclaim 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 Calyxt's or Cibus' views as of any
date subsequent to the date hereof.
Important Additional Information
In connection with the proposed transactions, Calyxt has filed
materials with the SEC, including a registration statement on Form
S-4 (the "Registration Statement"), which includes a proxy
statement of Calyxt for the stockholders of Calyxt and that serves
as a prospectus of Calyxt and an information statement of Cibus,
and other documents relating to the proposed transactions.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS,
INCLUDING THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS INCLUDED THEREIN BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT CALYXT, CIBUS AND THE PROPOSED
TRANSACTIONS. The definitive proxy statement included in the
Registration Statement is being first mailed to Calyxt stockholders
on or about April 18, 2023. The
Registration Statement, the proxy statement/prospectus included
therein, and other materials filed by Calyxt with the SEC may be
obtained free of charge from the SEC's website (www.sec.gov) or
from Calyxt by directing a request to: Calyxt, Inc., 2800 Mount
Ridge Road, Roseville, MN
55113.
Participants in the Solicitation
Calyxt, Cibus and their respective directors, executive officers
and other members of management may be deemed to be participants in
the solicitation of proxies with respect to the proposed
transactions under the rules of the SEC. Information about the
directors and executive officers of Calyxt is set forth in Calyxt's
Annual Report on Form 10-K/A for the fiscal year ended December 31, 2022, which was filed with the SEC
on March 3, 2023, and Amendment No. 1
to its definitive proxy statement for its 2023 Annual Meeting of
Stockholders, which was filed with the SEC on March 31, 2023.
Other information regarding persons who may, under the rules of
the SEC, be deemed to be participants in the proxy solicitation and
a description of their interests in the transaction, by security
holdings or otherwise, are included in the proxy
statement/prospectus included in the Registration Statement and
other relevant materials filed with the SEC regarding the proposed
transaction. Investors should read the proxy statement/prospectus
carefully when it becomes available before making any voting or
investment decisions. You may obtain free copies of these documents
from Calyxt or the SEC's website, as indicated above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of Calyxt, Cibus or
the combined company, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offering of securities shall be made in
the United States except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act. Subject to certain exceptions to be approved by the
relevant regulators or certain facts to be ascertained, a public
offer will not be made directly or indirectly, in or into any
jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction, or by use of the mails or by any means
or instrumentality (including without limitation, facsimile
transmission, telephone or internet) of interstate or foreign
commerce, or any facility of a national securities exchange, of any
such jurisdiction.
Contacts
For Calyxt:
Bill Koschak
investors@calyxt.com
651-425-1754
For Cibus:
Investor Relations:
Karen Troeber
ktroeber@cibus.com
858-450-2636
Media Relations:
Colin
Sanford
colin@bioscribe.com
203-918-4347
Chris Tutino
ctutino@cibus.com
919-356-9163
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SOURCE Calyxt, Inc.