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Cibus announces closing of merger with Calyxt to create industry leading precision gene editing and trait development companyqrcode

Jun. 2, 2023

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Jun. 2, 2023

United States  United States

United States  United States

  • Cibus Class A Common Stock to commence trading on Nasdaq Capital Market on June 1, 2023 under ticker symbol ″CBUS″

  • Merger follows closing of $118.5 million private financing by Cibus Global

Cibus, Inc. (Nasdaq: CBUS), a leading agricultural technology company that develops and licenses plant traits to seed companies for royalties, 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. 

Source: Cibus


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