8-K
false 0001705843 0001705843 2022-09-22 2022-09-22

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: (Date of earliest event reported): September 22, 2022

 

 

Calyxt, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38161   27-1967997

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2800 Mount Ridge Road

Roseville, MN 55113-1127

(Address and zip code of principal executive offices)

(651) 683-2807

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of exchange

on which registered

Common Stock, par value $0.0001 per share   CLXT   The NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 

 


Item 8.01.

Other Events.

On September 22, 2022, Calyxt, Inc. issued a press release announcing the evaluation of strategic alternatives. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

  

Description

99.1    Press Release of Calyxt, Inc. dated September 22, 2022
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Calyxt, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 22, 2022

 

CALYXT, INC.
By:  

/s/ Michael A. Carr

Name:   Michael A. Carr
Title:   President and Chief Executive Officer
EX-99.1

Exhibit 99.1

Calyxt, Inc. Exploring Strategic Alternatives

ROSEVILLE, Minn., Sept. 22, 2022 — Calyxt, Inc. (Nasdaq: CLXT) (“Calyxt”), a plant-based synthetic biology company, today announced that its Board of Directors is evaluating potential strategic alternatives to maximize shareholder value. As part of the process, the Board is considering a full range of strategic alternatives, which may include financing alternatives, merger, reverse merger, other business combinations, sale of assets, licensing, or other transactions. Calyxt has retained Canaccord Genuity as its financial advisor and Sidley Austin as its legal counsel to assist in evaluating potential strategic alternatives.

There can be no assurance that the evaluation of strategic alternatives will result in any strategic alternative, or any assurance as to its outcome or timing. Calyxt has not set a timetable for completion of the process and does not intend to disclose developments related to the process unless and until Calyxt executes a definitive agreement with respect thereto, or the Board otherwise determines that further disclosure is appropriate or required.

About Calyxt

Calyxt (Nasdaq: CLXT) is a plant-based synthetic biology company. The Company leverages its proprietary PlantSpring technology platform to engineer plant metabolism to produce innovative high value plant-based chemistries for use in customers’ materials and products. As plant-based solutions, the Company’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, BioFactory, Plant Cell Matrix, and the Calyxt logo are trademarks of Calyxt, Inc. Any other trademarks belong to their respective owners.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking words such as “intend,” “may,” “potential,” “intend,” or the negative of these terms and other similar terminology. Forward-looking statements in this press release include statements about the board of director’s evaluation of potential strategic alternatives and their impact on shareholder value. The outcome and timing of actual developments could be materially different than those expressed, implied, or anticipated by forward-looking statements due to a variety


of factors, including, but not limited to changes in macroeconomic and market conditions, any impact of this evaluation process on the Company’s negotiations with potential customers, volatility and dislocations in the capital markets and other important factors discussed in the Company’s filings with the SEC, including in Part I, Item 1A of its Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 3, 2022 and its subsequent reports filed with the SEC. Any forward-looking statements made by the Company in this press release are based only on currently available information and speak only as of the date of this press release. Except as otherwise required by securities and other applicable laws, the Company does not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change.