Roseville, Minnesota, USA
May 1, 2023
- Proposed merger with Cibus Global Expected to Close in Q2 2023
- 1-for-10 reverse stock split executed
- Current customer projects under development are on track
- Evologic Technologies completed initial phase of project to scale production of Calyxt's Plant Cell Matrix™ and BioFactory™ technologies
Calyxt, Inc. (Nasdaq: CLXT), a plant-based synthetic biology company, today announced operating and financial results for its first quarter ended March 31, 2023.
Merger Agreement with Cibus
On January 17, 2023, Calyxt announced it had entered into a definitive merger agreement (the Merger Agreement) with Cibus Global, LLC (Cibus), a leader in precision gene editing in agriculture, under which Calyxt and Cibus will merge in an all-stock transaction. The merger will create a new industry-leading company that combines the two pioneers in agriculture-based gene editing and establishes one of the world's most sophisticated facilities for trait development and next-generation plant breeding.
On April 18, 2023, Calyxt announced that it has scheduled a special meeting of stockholders (the Special Meeting) on May 18, 2023, at 9:00 a.m. Central Time to seek approval of the merger from such stockholders. Calyxt's stockholders of record as of April 12, 2023, are entitled to vote at the Special Meeting.
The Boards of Directors of both companies have unanimously approved the transaction. Concurrently with the execution of the Merger Agreement, certain of Calyxt's stockholders and Calyxt's directors and officers, who as of January 13, 2023, collectively beneficially held voting power of approximately 49.8% of outstanding Calyxt common stock, and certain of Cibus' equity holders and Cibus' directors and officers, who as of January 13, 2023, collectively held voting power of approximately 54.3% of the outstanding voting Cibus membership units, entered into support agreements agreeing to vote their shares or units, as applicable, in favor of the Merger Agreement and the transactions contemplated by it.
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.
"Cibus is an excellent strategic fit for Calyxt given our complementary technology platforms, and the merger provides a great opportunity to leverage multiple synergies to drive innovation and shareholder value," said Michael A. Carr, President and Chief Executive Officer of Calyxt. "I am deeply proud of the significant accomplishments made by our team and their commitment to further the science of biotechnology and synthetic biology in significant ways."
Upon closing of the transaction, the combined company, renamed Cibus Inc., is expected to trade on the Nasdaq Capital Market under the proposed ticker symbol CBUS. The current Cibus management team will lead the new combined organization with Rory Riggs assuming the roles of Chair of the Board of Directors and Chief Executive Officer. Corporate headquarters for the combined company will be located 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.
On February 14, 2023, Calyxt filed a registration statement on Form S-4 (as subsequently amended, the "Registration Statement") with the U.S. Securities and Exchange Commission (SEC), which was declared effective by the SEC on April 18, 2023. The Registration Statement provides important information about Calyxt, Cibus and the proposed transactions.
Reverse Stock Split
To regain compliance with the listing rule of the Nasdaq Capital market requiring that the bid price of Calyxt's common stock be $1.00 per share or higher, Calyxt effected a 1-for-10 reverse stock split on April 24, 2023. All references made to share or per share amounts in this press release have been retroactively adjusted to reflect the effects of the reverse stock split.
Key Accomplishments
Other key accomplishments in the first quarter of 2023, and through the date of this press release, include the following:
Current Customer Projects Under Development are on Track
- Calyxt continued to progress the pilot project for a major consumer packaged goods company with delivery of initial quantities of a plant-based chemistry for customer evaluation expected in the second quarter of 2023.
- Calyxt continued to progress the development of its soybean-based palm oil alternative plant trait, with the overall project scheduled for completion in the first quarter of 2024, at which time the second milestone payment for the project would be due.
- Calyxt continued to support late-stage development activities for its improved digestibility alfalfa trait, which was developed with and licensed to S&W Seed Company.
Evologic Technologies, Calyxt's Global Infrastructure Partner, Completed Initial Phase of Project to Scale Calyxt's Proprietary Plant Cell Matrix and BioFactory Technologies
- Calyxt's manufacturing partner, Evologic Technologies GmbH (Evologic) has completed the initial phase of a project to scale Calyxt's proprietary Plant Cell Matrix (PCMTM) and BioFactory technologies. Evologic's contract development and manufacturing services, based on its proprietary bioprocessing platform and technology, support companies delivering unique and sustainable bioproducts. Calyxt is currently evaluating the results of the first phase of the project.
Additional Updates
- In early November 2022, Calyxt reached a settlement with one of its technology vendors regarding alleged intellectual property infringement. As a result of the settlement, Calyxt received $750 thousand in the fourth quarter of 2022 and $750 thousand in the first quarter of 2023.
Financial Results for the Three Months Ended March 31, 2023
- Cash and cash equivalents totaled $2.1 million as of March 31, 2023.
- Revenues were nominal in the first quarter of 2023, and 2022. Revenue in the first quarter of 2023 and 2022 was primarily associated with the Company's agreement with a large food ingredient manufacturer to develop a palm oil alternative.
- Total operating expenses were $4.5 million in the first quarter of 2023 compared to $6.1 million in the first quarter of 2022. The decrease was driven by the reduction in headcount year-over-year and other cost reduction initiatives.
- Cash runway, considering interim funding of $1.0 million received through March 31, 2023, and additional funding to be provided by Cibus as described in the Merger Agreement, is sufficient to fund operations through the second quarter of 2023.
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