-- Calyxt Announces 1-for-5 Reverse Stock
Split of Common Stock --
ROSEVILLE, Minn., May 19, 2023
/PRNewswire/ -- Calyxt, Inc. (Nasdaq: CLXT) ("Calyxt" or the
"Company") today announced the results of the special meeting of
its stockholders held on May 18,
2023. At the special meeting, Calyxt's stockholders voted in
favor of all proposals, including the proposal to approve the
issuance of shares of Class A common stock and Class B common stock
to the equity holders of Cibus Global, LLC ("Cibus") as part of the
previously announced proposed merger with Cibus.
The closing of the merger is anticipated to take place on or
around Wednesday, May 31, 2023,
subject to the satisfaction of the remaining closing conditions.
Following the closing of the merger, the combined company is
expected to change its name from Calyxt, Inc. to Cibus, Inc., trade
on The Nasdaq Capital Market under the ticker symbol "CBUS," and be
led by Cibus' existing management team.
In addition, Calyxt today announced that it will effect a
1-for-5 reverse stock split of its common stock that is expected to
be effective concurrent with the anticipated closing date of the
merger on Wednesday, May 31, 2023.
The new CUSIP number for the combined company's common stock
following the merger and the reverse stock split is 17166A 101.
On May 18, 2023, Calyxt
stockholders approved the reverse stock split and gave Calyxt's
board of directors discretionary authority to select a ratio for
the split ranging from 1-for-2 to 1-for-10. Calyxt's board of
directors approved the reverse stock split at a ratio of 1-for-5 on
May 19, 2023.
When the reverse stock split is effective, every five shares of
the Company's common stock issued and outstanding or held as
treasury shares as of the effective date will be automatically
combined into one share of Calyxt common stock. The reverse stock
split will have no effect on the number of shares of Calyxt common
stock authorized for issuance or on the par value of the Company's
common stock.
Outstanding Calyxt equity-based awards under Calyxt's benefit
plans will be proportionately adjusted. No fractional shares will
be issued in connection with the reverse stock split and any
fractional shares resulting from the reverse stock split will be
rounded up to the nearest whole share.
The Company's transfer agent, Broadridge Corporate Issuer
Solutions, Inc., will maintain the book-entry records for the
Company's common stock. Registered stockholders holding pre-split
shares of the Company's common stock electronically in book-entry
form are not required to take any action to receive post-split
shares. Stockholders owning shares via a broker, bank, custodian or
other nominee will have their positions automatically adjusted to
reflect the reverse stock split, subject to such broker's
particular processes, and will not be required to take any action
in connection with the reverse stock split. Such beneficial holders
are encouraged to contact their broker, bank or custodian with any
procedural questions.
About Calyxt
Calyxt (Nasdaq: CLXT) is a plant-based synthetic biology
company. Calyxt leverages its proprietary PlantSpring™ technology
platform and Plant Cell Matrix™ structures 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.
PlantSpring, Plant Cell Matrix, PCM, BioFactory, and the Calyxt
logo are trademarks of Calyxt, Inc. Any other trademarks belong to
their respective owners.
Cautionary Statement Regarding Forward-Looking
Statements
The information included in this press release include
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 (the "Securities Act") and Section 21E
of the Securities Exchange Act of 1934. All statements, other than
statements of present or historical fact included herein, regarding
the implementation and effectiveness of the reverse stock split,
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; (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 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 press release 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.
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.
Calyxt Investor Contact:
Bill Koschak
investors@calyxt.com
651-425-1754
Media Relations Contact:
Colin Sanford
colin@bioscribe.com
203-918-4347
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SOURCE Calyxt, Inc.