Calyxt announces stockholder approval of merger with Cibus

Calyxt, Inc. (Nasdaq: CLXT) (″Calyxt″ or the ″Company″) 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 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.