Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On January 13, 2023, Calyxt, Inc., a Delaware corporation ("Calyxt"), and
Calypso Merger Subsidiary, LLC, a Delaware limited liability company and
wholly-owned subsidiary of Calyxt ("Merger Subsidiary") entered into an
Agreement and Plan of Merger (the "Merger Agreement," and the transactions
contemplated thereby, the "Transactions") with Cibus Global LLC, a Delaware
limited liability company ("Cibus"); New Ventures I Holdings, LLC, a Delaware
limited liability company ("Blocker 1"); BCGF CB Holdings LLC, a Delaware
limited liability company ("Blocker 2"); BCGFCP CB HOLDINGS LLC, a Delaware
limited liability company ("Blocker 3"); BCGFK CB Holdings LLC, a Delaware
limited liability company ("Blocker 4"); FSBCGF CB Holdings LLC, a Delaware
limited liability company ("Blocker 5"); PYLBCG CB Holdings LLC, a Delaware
limited liability company ("Blocker 6"); FSGRWCO CB Holdings LLC, a Delaware
limited liability company ("Blocker 7"); GROWTHCO CB Holdings LLC, a Delaware
limited liability company ("Blocker 8"); GRTHCOCP CB Holdings LLC, a Delaware
limited liability company ("Blocker 9"); and GRWTHCOK CB Holdings LLC, a
Delaware limited liability company ("Blocker 10"; and, collectively with
Blocker 1, Blocker 2, Blocker 3, Blocker 4, Blocker 5, Blocker 6, Blocker 7,
Blocker 8 and Blocker 9, the "Blockers").
The Merger Agreement provides that, among other things and upon the terms and
subject to the conditions set forth therein (including receipt of Calyxt
stockholder approval and Cibus member approval), on the date (the "Closing
Date") of the closing of the Transactions (the "Closing"): (a) each of the
Blockers will merge with and into Calyxt (each a "Blocker Merger," and
collectively the "Blocker Mergers"), in each case with the Blockers ceasing to
exist and Calyxt surviving each such Blocker Merger (the resulting company, the
"Resulting Public Company"), (b) at the effective time of the Blocker Merger
with Blocker 1 (the "First Blocker Merger Effective Time"), Calyxt's amended and
restated bylaws will be amended and restated in a manner to be mutually agreed
by Calyxt and Cibus (as amended and restated, the "Amended Bylaws") and Calyxt's
amended and restated certificate of incorporation will be amended and restated
in a manner to be mutually agreed by Calyxt and Cibus (as amended and restated,
the "Amended Certificate of Incorporation"), (c) following the Blocker Mergers,
Merger Subsidiary will merge with and into Cibus (the "Cibus Merger" and,
collectively with the Blocker Mergers, the "Mergers"), with Cibus as the
surviving company and Merger Subsidiary ceasing to exist. As consideration for
the Mergers, the equity holders of the Blockers and the equity holders of Cibus
will receive the Merger Consideration (as defined below). In connection with the
Mergers, the Resulting Public Company will contribute all of its assets and
liabilities to Cibus, as a contribution to the capital of Cibus, in exchange for
newly issued membership units of Cibus under Cibus's Amended Operating Agreement
(as defined below) ("Cibus Common Units"), pursuant to a contribution agreement
in a form to be agreed by Calyxt and Cibus.
The Closing is subject to the approval of Calyxt's stockholders, the approval of
Cibus's members, the receipt of required regulatory approvals (to the extent
applicable) and satisfaction of other customary closing conditions, as more
particularly described below and in the Merger Agreement. The Closing is
currently expected to occur in the second quarter of 2023.
Merger Consideration
The Amended Certificate of Incorporation, once adopted at the First Blocker
Merger Effective Time, will create two classes of Resulting Public Company
common stock: (i) Class A Common Stock, par value $0.0001 (the "Class A Common
Stock"), which shares will have full voting and economic rights and (ii) Class B
Common Stock, par value $0.0001 (the "Class B Common Stock"), which shares will
have full voting, but no economic rights. Upon adoption of the Amended
Certificate of Incorporation, each share of Calyxt common stock existing and
outstanding immediately prior to the First Blocker Merger Effective Time shall
automatically convert to a share of Class A Common Stock at the First Blocker
Merger Effective Time without any further action by any current holders of
Calyxt common stock (the "Redesignation").
At the applicable effective time of each Blocker Merger, the limited liability
company interests of the applicable Blocker will be cancelled and converted into
the right to receive shares of Class A Common Stock corresponding to that
Blocker Merger (the "Blocker Merger Consideration"), in each case, as set forth
in the allocation schedule attached to the Merger Agreement (as such allocation
schedule shall be amended and revised from time to time prior to the Closing,
. . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 under the caption "Interim Funding" is incorporated
herein by reference.
The description of the terms and conditions of the Interim Funding does not
purport to be complete and is qualified by reference in its entirety by
reference to the Terms and Conditions of Interim Funding, a copy of which is
attached to this report as Exhibit 10.3 and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Executive Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Calyxt previously adopted the form of the 2021 Executive Severance Plan (the
"Executive Severance Plan") for certain key management employees who agree to
participate (the "plan participants"). The Executive Severance Plan provides
plan participants with certain severance benefits upon termination of the plan
participant's employee with Calyxt. On January 13, 2023, Calyxt adopted an
amendment to the Executive Severance Plan (the "Plan Amendment"). The Plan
Amendment amends the time period for payment of Severance Benefits under the
Executive Severance Plan in the event of a change of control. Prior to the Plan
Amendment, in the event of a change in control, payments were to be made within
60 days of the plan participant's termination of employment. Under the Plan
Amendment, payments are to be in substantially equal installments over the
severance coverage period, subject to any portions that are not exempt from
Section 409A of the tax code being paid within 60 days of the termination date.
For example, if a plan participant is entitled to six months of severance
benefit, the payments would be paid over six months.
The foregoing description of the Amendment to the Executive Severance Plan does
not purport to be complete and is qualified by reference in its entirety by
reference to the Amendment to the Executive Severance Plan, a copy of which is
attached to this report as Exhibit 10.4 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On January 17, 2023, Calyxt and Cibus issued a joint press release announcing
the execution of the Merger Agreement. The press release is furnished 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 (the "Exchange Act"), or otherwise subject
to the liabilities of such section, nor shall such information be deemed
incorporated by reference into any filing under the Securities Act of 1933 (the
"Securities Act") or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
--------------------------------------------------------------------------------
Item 8.01 Other Events.
In light of the ongoing discussions with Cibus, Calyxt has focused its current
business activities on ensuring it has cash sufficient to achieve a closing of
the Transactions. Accordingly, Calyxt has taken additional steps to reduce its
operating expenses. Calyxt has focused its operations on: scaling production of
its Plant Cell Matrix™ platform with its manufacturing partner, Evologic
Technologies GmbH; licensing efforts with respect to its PlantSpring™ technology
and plant traits, including the TALEN™ technology; and continuing to progress
its current customer projects. Calyxt's three key customer projects are (1) its
research collaboration with a leading global food ingredient manufacturer to
develop a soybean trait to serve as an alternative to palm oil, (2) its
plant-based chemistry pilot project for a major consumer packaged goods company,
and (3) supporting late-stage development activities for Calyxt's improved
digestibility alfalfa trait, which was developed with and licensed to S&W Seed
Company.
As a result of this narrowed focus and in light of the available Interim Funding
from Cibus in connection with the Transactions, Calyxt now believes it has
sufficient cash to fund operations through the end of the second quarter of
2023.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
2.1* Agreement and Plan of Merger, dated January 13, 2023, by and among
Calyxt, Inc., Calypso Merger Subsidiary, LLC, Cibus Global, LLC and
the other parties thereto
10.1* Form of Calyxt Support Agreement (included as Exhibit A in Exhibit
2.1)
10.2* Form of Cibus Support Agreement (included as Exhibit B in Exhibit
2.1)
10.3 Terms and Conditions of Interim Funding (included as Exhibit E in
Exhibit 2.1)
10.4 Amendment to Calyxt's 2021 Executive Severance Plan
99.1 Press Release, dated January 17, 2023, jointly issued by Calyxt,
Inc. and Cibus Global, LLC
99.2 Social Media Posts posted by Cibus Global, LLC on January 17, 2023
99.3 Social Media Posts posted by Calyxt, Inc. on January 17, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Certain exhibits and/or schedules (and similar attachments) have been omitted
pursuant to the provisions of Regulation S-K, Item 601(a)(5). The registrant
hereby undertakes to furnish supplementally to the Securities and Exchange
Commission (SEC) upon request by the SEC copies of any of the omitted exhibits
and schedules (or similar attachments).
Cautionary Statement Regarding Forward-Looking Statements
The information included in this Current Report on Form 8-K 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, 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's 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's 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 would have on the anticipated
cash resources of the combined company upon Closing 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 Merger on Calyxt's or Cibus's business relationships,
operating results and business generally; (ix) risks related to unexpected costs
related to the Merger; (x) the potential for, and uncertainty associated with
the outcome of, any legal proceedings that may be instituted against Calyxt or
Cibus or any of their respective directors or officers related to the Merger
Agreement or the Transactions; (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's 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 SEC by Calyxt or the combined
company, including those discussed in the "Risk Factors" section of Calyxt's
Annual Report on Form 10-K, which was filed with the SEC on March 3, 2022, and
Quarterly Reports on Form 10-Q, which were filed with the SEC on August 4, 2022
and November 3, 2022, respectively. 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 Current Report on Form 8-K represent Calyxt's and Cibus's 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's views as of any date subsequent to the date hereof.
Important Additional Information
In connection with the proposed transactions, Calyxt intends to file materials
with the SEC, including the Form S-4, which will include a proxy statement of
Calyxt for the stockholders of Calyxt and that will serve 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 FORM S-4 AND THE PROXY STATEMENT/PROSPECTUS
INCLUDED THEREIN, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT CALYXT, CIBUS AND THE PROPOSED TRANSACTIONS. After
the Form S-4 is declared effective, the definitive proxy statement to be
included in the Form S-4 will be mailed to Calyxt stockholders as of a record
date to be established for voting on the Calyxt Stockholder Matters to be
considered at the Calyxt Stockholder Meeting. The Form S-4, 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.
About Cibus
Cibus is a leading agricultural technology company that uses precision gene
editing to breed plants with new genetic traits that make them healthier and
better able to thrive in their changing environments. Cibus's primary focus is
productivity traits that improve farming productivity by increasing crop yields
and reducing inputs such as fungicides, herbicides, pesticides, and fertilizers.
--------------------------------------------------------------------------------
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 for the fiscal year ended December 31, 2021,
which was filed with the SEC on March 3, 2022, and its definitive proxy
statement for its 2022 Annual Meeting of Shareholders, which was filed with the
SEC on April 19, 2022.
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, will be
included in the proxy statement/prospectus included in the Form S-4 and other
relevant materials to be filed with the SEC regarding the proposed transaction
when they become available. 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 press release 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.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
CALYXTPAR 
