The information in this proxy statement/prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 14, 2023

PROPOSED MERGER

YOUR VOTE IS VERY IMPORTANT

To the stockholders of Calyxt, Inc. and the members of Cibus Global, LLC:

On January 13, 2023, Calyxt, Inc., a Delaware corporation (“Calyxt, Inc.”), and Calypso Merger Subsidiary, LLC, a Delaware limited liability company and wholly-owned subsidiary of Calyxt, Inc. (“Merger Subsidiary”) entered into an Agreement and Plan of Merger (the “Merger Agreement,” and the transactions contemplated thereby, the “Transactions”) with Cibus Global, LLC, a Delaware limited liability company (“Cibus Global”), New Ventures I Holdings, LLC, a Delaware limited liability company (“Blocker 1”), BCGF CB Holdings LLC, a Delaware limited liability company (“Blocker 2”), BCGFCP CB HOLDINGS LLC, a Delaware limited liability company (“Blocker 3”), BCGFK CB Holdings LLC, a Delaware limited liability company (“Blocker 4”), FSBCGF CB Holdings LLC, a Delaware limited liability company (“Blocker 5”), PYLBCG CB Holdings LLC, a Delaware limited liability company (“Blocker 6”), FSGRWCO CB Holdings LLC, a Delaware limited liability company (“Blocker 7”), GROWTHCO CB Holdings LLC, a Delaware limited liability company (“Blocker 8”), GRTHCOCP CB Holdings LLC, a Delaware limited liability company (“Blocker 9”), and GRWTHCOK CB Holdings LLC, a Delaware limited liability company (“Blocker 10” and, collectively with Blocker 1, Blocker 2, Blocker 3, Blocker 4, Blocker 5, Blocker 6, Blocker 7, Blocker 8 and Blocker 9, the “Blockers”).

The Merger Agreement provides that, among other things and upon the terms and subject to the conditions set forth therein (including receipt of Calyxt, Inc. stockholder approval and Cibus Global member approval), on the date of the closing of the Transactions (the “Closing”): (i) each of the Blockers will merge with and into Calyxt, Inc. (each a “Blocker Merger,” and collectively the “Blocker Mergers”), in each case with the Blockers ceasing to exist and Calyxt, Inc. surviving each such Blocker Merger (the resulting company, “Cibus, Inc.”); (ii) at the effective time of the Blocker Merger with Blocker 1 (the “First Blocker Merger Effective Time”), Calyxt, Inc.’s certificate of incorporation will be amended and restated (as amended and restated, the “Amended Certificate of Incorporation”) and its bylaws will be amended and restated (as amended and restated, the “Amended Bylaws”); (iii) following the Blocker Mergers, Merger Subsidiary will merge with and into Cibus Global (the “Cibus Merger” and, collectively with the Blocker Mergers, the “Mergers”), with Cibus Global as the surviving company and Merger Subsidiary ceasing to exist.

As consideration for the Mergers, the equityholders of the Blockers and the equityholders of Cibus Global will receive the Merger Consideration (as defined below). In connection with the Mergers, Cibus, Inc. will contribute all of its assets and liabilities to Cibus Global, as a contribution to the capital of Cibus Global, in exchange for newly issued membership units of Cibus Global (“Cibus Common Units”) under Cibus Global’s third amended and restated limited liability company agreement (the “Cibus Amended Operating Agreement”).

The Closing is subject to the approval of Calyxt, Inc.’s stockholders, the approval of Cibus Global’s members, approval of the Blocker members, the receipt of required regulatory approvals (to the extent applicable) and satisfaction of other customary closing conditions, as more particularly described in the Merger Agreement and in the accompanying proxy statement/prospectus. The Closing is currently expected to occur in the second quarter of 2023.

The Amended Certificate of Incorporation, once adopted at the First Blocker Merger Effective Time, will create two classes of Cibus, Inc. Common stock: (i) Class A Common Stock, par value $0.0001 (the “Class A

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Common Stock”), which shares will have full voting and economic rights and (ii) Class B Common Stock, par value $0.0001 (the “Class B Common Stock” and, together with the Class A Common Stock, the “Shares”), which shares will have full voting, but no economic rights. Upon adoption of the Amended Certificate of Incorporation, each share of Calyxt, Inc. common stock, par value $0.0001 per share (“Calyxt Common Stock”), existing and outstanding immediately prior to the First Blocker Merger Effective Time shall automatically be redesignated as a share of Class A Common Stock at the First Blocker Merger Effective Time without any further action by any current holders of Calyxt Common Stock (the “Redesignation”).

At each effective time of each Blocker Merger, the limited liability company interests of the applicable Blocker will be cancelled and converted into the right of the equityholders of the applicable blocker to receive shares of Class A Common Stock corresponding to that Blocker Merger (the “Blocker Merger Consideration”), in each case, as set forth in the allocation schedule attached to the Merger Agreement (as such allocation schedule shall be amended and revised from time to time prior to the Closing, the “Allocation Schedule”).

At the effective time of the Cibus Merger, all of the issued and outstanding membership units of Cibus Global (including profits interest units), and all warrants or options to purchase membership units of Cibus Global, will be cancelled and converted into the right to receive the following (the “Cibus Merger Consideration,” and together with the Blocker Merger Consideration, the “Merger Consideration”):

Immediately following the Cibus Merger, (i) each pre-Closing Cibus Global membership unit and pre-Closing warrant to purchase Cibus Global membership units, in each case, held by Cibus, Inc. as a result of the Blocker Mergers will be converted or exchanged for a number of Cibus Common Units set forth in the Allocation Schedule, (ii) each pre-Closing warrant to purchase Cibus Global membership units held by Cibus,

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Inc. as a result of the warrant exchanges described above will be converted or exchanged for a number of Cibus Common Units set forth in the Allocation Schedule, and (iii) Cibus will issue a number of Cibus Common Units to Cibus, Inc. in an amount equal to the sum of (A) the number of shares of Class A Common Stock issued to former Cibus Global equity holders as Cibus Merger Consideration and (B) the number of shares of Class A Common Stock resulting from the Redesignation.

Following the Closing, the issuance of the Merger Consideration and the issuance of Cibus Common Units discussed above, the combined company will be organized in an “Up-C” structure, and Cibus, Inc.’s only material asset will consist of Cibus Common Units. Upon the Closing, legacy Calyxt, Inc. stockholders are expected to own approximately 5.0% of issued and outstanding common stock of Cibus, Inc., on a fully exchanged basis, taking into consideration all dilutive equity instruments as of that date, and legacy holders of Cibus Global membership units and warrants are expected to own approximately 95.0% of the issued and outstanding Shares of Cibus, Inc., on a fully exchanged basis, taking into consideration all dilutive equity instruments as of that date, in each case, subject to dilution in connection with any additional equity issued by Cibus Global in connection with a contemplated equity financing between signing the Merger Agreement and Closing and certain employee restricted stock unit grants which Calyxt, Inc. is authorized to issue before the Closing.

Immediately following the Closing, all of the issued and outstanding Cibus Common Units will be held by Cibus, Inc. and the Electing Members (through their ownership of Up-C Units), with the exact ownership interest held by Cibus, Inc. and the Electing Members being subject to the elections to be submitted by certain Cibus Global equityholders prior to the Closing. At the Closing, Cibus, Inc., Cibus Global and the Electing Members will enter into an Exchange Agreement and the Cibus Amended Operating Agreement, while Cibus, Inc. and the Electing Members will enter into a Registration Rights Agreement and a Tax Receivable Agreement. The Up-C Units will generally be exchangeable for shares of Class A Common Stock on a one-for-one basis, or, subject to certain restrictions, the cash equivalent with respect to all or a portion thereof, based on a volume-weighted average price of a share of Class A Common Stock pursuant to the terms of the Exchange Agreement.

Beginning at the earlier of (a) March 15, 2023 and (b) the date Calyxt, Inc.’s unrestricted cash balance first drops below $1,500,000, Calyxt, Inc. can request, and Cibus Global has agreed to provide, an unsecured, interest-free revolving line of credit of up to $3,000,000 in cash, which amount may be increased to $4,000,000 if Cibus Global elects to extend the outside date for the termination of the Merger Agreement from May 15, 2023 to June 30, 2023 (the “Interim Funding”). Funds can be drawn by Calyxt, Inc. in $500,000 increments and may only be used to fund operating expenses incurred in the ordinary course of business consistent with past practice and consistent with the negative covenants in the Merger Agreement. The full outstanding balance of the Interim Funding will be reduced to zero in connection with the Closing if the Mergers are consummated. The full outstanding balance of the Interim Funding will be forgiven by Cibus Global if the Merger Agreement is terminated for any reason other than specified circumstances. See the section entitled “Summary of the Merger Agreement” in the accompanying proxy statement/prospectus. The Interim Funding is subject to acceleration in connection with certain bankruptcy events.

Calyxt Common Stock is currently listed on the Nasdaq Capital Market under the symbol “CLXT.” Calyxt, Inc. intends to file an initial listing application for Cibus, Inc. with the Nasdaq Capital Market. After completion of the Transactions, Calyxt, Inc. is expected to be renamed “Cibus, Inc.” and its Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) will trade under the symbol “CBUS.” On                 , 2023, the last trading day before the date of the accompanying proxy statement/prospectus, the closing sale price of Calyxt Common Stock was $                 per share.

Calyxt, Inc. stockholders are cordially invited to attend the special meeting of Calyxt, Inc. stockholders (the “Calyxt Special Meeting”), which is being held in order to obtain the stockholder approvals necessary to complete the Transactions and related matters. The Calyxt Special Meeting will be held at                 , Central Time, on                 , 2023, unless postponed or adjourned to a later date, for the purpose of considering and voting upon the matters set forth in the Notice of Special Meeting of Stockholders and the accompanying proxy statement/prospectus. The Calyxt Special Meeting will be a virtual meeting held exclusively via live webcast.

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Calyxt, Inc. stockholders will be able to attend the meeting online, vote during the meeting until polls are closed, and submit questions during the meeting by registering in advance at www.                .

Concurrently with the execution of the Merger Agreement, certain Calyxt, Inc. stockholders, directors and officers (solely in their respective capacities as Calyxt, Inc. stockholders) who as of January 13, 2023, collectively and in the aggregate, beneficially held voting power of approximately 49.8% of Calyxt, Inc.’s outstanding common stock, and certain of Cibus Global’s equityholders, directors and officers (including the Blockers), directors and officers (solely in their respective capacities as equityholders of Cibus Global) who as of January 13, 2023, collectively and in the aggregate, held voting power of approximately 54.3% of the outstanding voting Cibus Global membership units (the “Supporting Unitholders”), entered into support agreements with Calyxt, Inc. and Cibus Global whereby such stockholders and equityholders, have agreed to vote their shares or units, as applicable, in favor of the Merger Agreement, the Transactions and against any alternative acquisition proposals, and the Supporting Unitholders have agreed to vote to convert all outstanding pre-Closing Cibus Global preferred units into pre-Closing Cibus Global voting common units on a one-for-one basis.

After careful consideration, the Calyxt, Inc. board of directors and the Cibus Global board of managers have both approved the Merger Agreement and have determined that it is advisable and in the best interests of their respective stockholders and unitholders, as applicable, to consummate the Transactions. The Calyxt, Inc. board of directors has approved the proposals described in the accompanying proxy statement/prospectus and unanimously recommends that its stockholders vote “FOR” the proposals described in the accompanying proxy statement/prospectus.

More information about Calyxt, Inc., Cibus Global, Merger Subsidiary, the Merger Agreement, the Transactions and the proposals being considered at the Calyxt Special Meeting is contained in the accompanying proxy statement/prospectus. You are urged to read the accompanying proxy statement/prospectus carefully and in its entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 36 OF THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS.

Calyxt, Inc. and Cibus Global are excited about the opportunities the proposed Transactions bring to both Calyxt, Inc. stockholders and Cibus Global unitholders, and thank you for your consideration and continued support.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated                 , 2023, and is first being mailed to Calyxt, Inc. stockholders on or about                 , 2023.

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CALYXT, INC.

2800 Mount Ridge Road

Roseville, MN 55113

(651) 683-2807

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON                 , 2023

Dear Stockholders of Calyxt, Inc.:

On behalf of the board of directors of Calyxt, Inc., a Delaware corporation (“Calyxt, Inc.”), we are pleased to deliver this proxy statement/prospectus for a special meeting of stockholders of Calyxt, Inc., including any adjournment or postponement thereof (the “Calyxt Special Meeting”) for the proposed transactions between Calyxt, Inc. and Cibus Global, LLC, a Delaware limited liability company (“Cibus Global”). On January 13, 2023, Calyxt, Inc. and Calypso Merger Subsidiary, LLC, a Delaware limited liability company and wholly-owned subsidiary of Calyxt, Inc. (“Merger Subsidiary”) entered into an Agreement and Plan of Merger (the “Merger Agreement,” and the transactions contemplated thereby, the “Transactions”) with Cibus Global; New Ventures I Holdings, LLC, a Delaware limited liability company (“Blocker 1”); BCGF CB Holdings LLC, a Delaware limited liability company (“Blocker 2”); BCGFCP CB HOLDINGS LLC, a Delaware limited liability company (“Blocker 3”); BCGFK CB Holdings LLC, a Delaware limited liability company (“Blocker 4”); FSBCGF CB Holdings LLC, a Delaware limited liability company (“Blocker 5”); PYLBCG CB Holdings LLC, a Delaware limited liability company (“Blocker 6”); FSGRWCO CB Holdings LLC, a Delaware limited liability company (“Blocker 7”); GROWTHCO CB Holdings LLC, a Delaware limited liability company (“Blocker 8”); GRTHCOCP CB Holdings LLC, a Delaware limited liability company (“Blocker 9”); and GRWTHCOK CB Holdings LLC, a Delaware limited liability company (“Blocker 10”; and, collectively with Blocker 1, Blocker 2, Blocker 3, Blocker 4, Blocker 5, Blocker 6, Blocker 7, Blocker 8 and Blocker 9, the “Blockers”).

The Merger Agreement provides that, among other things and upon the terms and subject to the conditions set forth therein (including receipt of Calyxt, Inc. stockholder approval and Cibus Global member approval), on the date of the closing of the Transactions: (a) each of the Blockers will merge with and into Calyxt, Inc. (each a “Blocker Merger,” and collectively the “Blocker Mergers”), in each case with the Blockers ceasing to exist and Calyxt, Inc. surviving each such Blocker Merger, (b) at the effective time of the Blocker Merger with Blocker 1 (the “First Blocker Merger Effective Time”), Calyxt’s amended and restated bylaws will be amended and restated in a manner to be mutually agreed by Calyxt, Inc. and Cibus Global (as amended and restated, the “Amended Bylaws”) and Calyxt, Inc.’s amended and restated certificate of incorporation will be amended and restated in a manner to be mutually agreed by Calyxt, Inc. and Cibus Global (as amended and restated, the “Amended Certificate of Incorporation”), (c) following the Blocker Mergers, Merger Subsidiary will merge with and into Cibus Global, with Cibus Global as the surviving company and Merger Subsidiary ceasing to exist. As consideration for the Mergers, the equity holders of the Blockers and the equity holders of Cibus Global will receive the Merger Consideration (as defined in the Merger Agreement).

The Calyxt Special Meeting will be held virtually via live audio webcast at www.                 on                , 2023 at                Central Time for the following purposes:

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The record date for the Calyxt Special Meeting is                , 2023. Only stockholders of record at the close of business on that date are entitled to notice of, and to vote at, the Calyxt Special Meeting or any adjournment or postponement thereof. At the close of business on the record date, Calyxt, Inc. had                shares of common stock outstanding and entitled to vote. Calyxt, Inc.’s list of stockholders as of                 , 2023 will be available for inspection 10 days prior to the Calyxt Special Meeting during ordinary business hours at Calyxt, Inc.’s corporate headquarters. In addition, the list of stockholders will also be available during the Calyxt Special Meeting through the meeting website for those stockholders who choose to attend.

The Calyxt Special Meeting will be a virtual meeting held exclusively via live audio webcast. You may attend the Calyxt Special Meeting, vote your shares and submit questions electronically during the Calyxt Special Meeting. Whether or not you expect to attend the Calyxt Special Meeting, you are respectfully requested to promptly either (i) sign, date and return the enclosed proxy card or voting instruction form, or (ii) vote via telephone or the internet by following the instructions provided on the enclosed proxy card or voting instruction form.

In order to attend the Calyxt Special Meeting, you must register in advance at www.                . After completing your registration, you will receive further instructions via email, including a unique link that will allow you to access the Calyxt Special Meeting and to vote and submit questions during the Calyxt Special Meeting. As part of the registration process, you must enter the control number located on your proxy card or voting instruction form. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process. Please be sure to follow the instructions found on your proxy card or voting instruction form.

Your vote as a stockholder of Calyxt, Inc. is very important. Each share of stock that you own represents one vote. The affirmative vote of the majority of the votes cast at the Calyxt Special Meeting and entitled to vote on the subject matter is required for approval of Proposal Nos. 2, 5, 6 and 7. Approval of Proposals No. 1, 3 and 4 require the affirmative vote of the holders of a majority of Calyxt Common Stock on the record date for the Calyxt Special Meeting entitled to vote on the matters.

Proposal No. 1 is conditioned upon the approval of Proposal No. 2, and the Mergers cannot be consummated without the approval of Proposal Nos. 1 and 2. Proposal Nos. 3, 6 and 7 are conditioned upon the approval of Proposal Nos. 1 and 2. Proposal Nos. 4, 5 and 7 are not conditioned on the approval of any other proposal.

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Even if you plan to attend the Calyxt Special Meeting, Calyxt, Inc. requests that you sign and return the enclosed proxy card or voting instruction form to ensure that your shares will be represented at the Calyxt Special Meeting if you are unable to attend.

THE CALYXT BOARD OF DIRECTORS HAS DETERMINED THAT EACH OF THE PROPOSALS OUTLINED ABOVE IS ADVISABLE TO, AND IN THE BEST INTERESTS OF, CALYXT AND ITS STOCKHOLDERS AND HAS APPROVED EACH SUCH PROPOSAL. THE CALYXT BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT CALYXT STOCKHOLDERS VOTE “FOR” EACH SUCH PROPOSAL.

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TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

(continued)

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FREQUENTLY USED TERMS AND TECHNICAL TERMS OF ART

“2022 Annual Meeting” means the Annual Meeting of Calyxt Stockholders held on June 1, 2022.

“2023 Annual Meeting” means the Annual Meeting of Calyxt Stockholders to be held on                 , 2023.

“AIML” means artificial intelligence and machine learning.

“Amended Bylaws” means the bylaws of Cibus, Inc. following the consummation of the Transactions.

“Amended Certificate of Incorporation” means the certificate of incorporation of Cibus, Inc. following the consummation of the Transactions.

“APHIS” means the Animal & Plant Health Inspection Service, an agency of the USDA.

“Blocker 1” means New Venture I Holdings, LLC, a Delaware limited liability company.

“Blocker 2” means BCGF CB Holdings LLC, a Delaware limited liability company.

“Blocker 3” means BCGFCP CB Holdings LLC, a Delaware limited liability company.

“Blocker 4” means BCGFK CB Holdings LLC, a Delaware limited liability company.

“Blocker 5” means FSBCGF CB Holdings LLC, a Delaware limited liability company.

“Blocker 6” means PYLBCG CB Holdings LLC, a Delaware limited liability company.

“Blocker 7” means FSGRWCO CB Holdings LLC, a Delaware limited liability company.

“Blocker 8” means GROWTHCO CB Holdings LLC, a Delaware limited liability company.

“Blocker 9” means GRTHCOCP CB Holdings LLC, a Delaware limited liability company.

“Blocker 10” means GRWTHCOK CB Holdings LLC, a Delaware limited liability company.

“Blocker Approvals” means the approvals by the members of the Blockers of the Blocker Mergers and the Merger Agreement.

“Blocker Merger Effective Time” means the effective time of the applicable Blocker Merger.

“Blocker Mergers” means, collectively, the First Blocker Merger, Second Blocker Merger, Third Blocker Merger, Fourth Blocker Merger, Fifth Blocker Merger, Sixth Blocker Merger, Seventh Blocker Merger, Eighth Blocker Merger, Ninth Blocker Merger and Tenth Blocker Merger.

“Blockers” means, collectively, Blocker 1, Blocker 2, Blocker 3, Blocker 4, Blocker 5, Blocker 6, Blocker 7, Blocker 8, Blocker 9 and Blocker 10.

“Calyxt” means Calyxt, Inc., a Delaware corporation, and all of its subsidiaries prior to the Transactions.

“Calyxt Board” means the board of directors of Calyxt, Inc.

“Calyxt Bylaws” means the amended and restated bylaws of Calyxt, Inc., dated May 7, 2018.

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“Calyxt Certificate of Incorporation” means the amended and restated certificate of incorporation of Calyxt, Inc., dated July 25, 2017.

“Calyxt Committee” means the strategic alternatives review committee of the Calyxt Board formed in a series of meetings in April and May 2022.

“Calyxt Common Stock” means the common stock, $0.0001 par value per share, of Calyxt, Inc.

“Calyxt Contracts” means the contracts listed in the relevant section in the Calyxt disclosure schedule.

“Calyxt Special Meeting” means the Special Meeting of Calyxt Stockholders, including any adjournment or postponement of such meeting, to be called for the purpose of considering and, if thought fit, approving, the Calyxt Stockholder Matters.

“Calyxt Stockholder Approval” means the approval by the Calyxt Stockholders of the Mergers and the Merger Agreement.

“Calyxt Stockholder Matters” means the proposals to be presented at the Calyxt Special Meeting to approve (i) the Blocker Mergers, (ii) the issuance of the Class A Common Stock and the Class B Common Stock pursuant to the Merger Agreement, (iii) the Amended Certificate of Incorporation and Amended Bylaws and (iv) any other matters necessary or desirable to consummate the Transactions.

“Calyxt Stockholders” means the stockholders of Calyxt, Inc. prior to the consummation of the Transactions.

“Calyxt Support Agreements” means the Voting Agreements between Cibus Global, on the one hand, and certain Calyxt Stockholders and certain directors and officers of Calyxt, Inc. on the other hand, who as of January 13, 2023, collectively and in the aggregate, beneficially hold voting power of approximately 49.8% of the outstanding Calyxt Common Stock on January 13, 2023.

“cell culture” refers to the process by which cells, tissues or organs are grown or maintained under controlled sterile conditions on a nutrient culture medium of known composition, generally outside of their natural environment.

“Cellectis” means Cellectis SA, a French Société Anonyme.

“CFIA” means the Canadian Food Inspection Agency.

“Cibus” means Cibus Global and all of its subsidiaries.

“Cibus Amended Operating Agreement” means the third amended and restated limited liability company agreement of Cibus Global following the consummation of the Transactions.

“Cibus Board” means the board of managers of Cibus Global.

“Cibus Common Units” means the units of Cibus Global designated as “Common Units,” with such rights and restrictions as to be set forth in the Cibus Amended Operating Agreement.

“Cibus Contracts” means the contracts listed in the relevant section in the Cibus disclosure schedule.

“Cibus Global” means Cibus Global, LLC, a Delaware limited liability company, which is classified as a partnership for United States federal income tax purposes.

“Cibus, Inc.” means Calyxt, Inc. following the consummation of the Blocker Mergers, to be renamed Cibus, Inc.

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“Cibus, Inc. Board” means the board of directors of Cibus, Inc.

“Cibus Managing Member” means Cibus, Inc., in its capacity as the managing member of Cibus Global under the Cibus Amended Operating Agreement.

“Cibus Member Approval” means the approval by the members of Cibus Global of the Mergers and the Merger Agreement.

“Cibus Merger” means the merger between Merger Subsidiary and Cibus Global, pursuant to which Merger Subsidiary will merge with and into Cibus Global with Cibus Global being the surviving entity in such merger.

“Cibus Merger Effective Time” means the time when the Cibus Global certificate of merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by Calyxt, Inc. and Cibus Global in writing and specified in the Cibus Global certificate of merger.

“Cibus Operating Agreement” means the second amended and restated limited liability company agreement of Cibus Global prior to the Transactions.

“Cibus PIU” means Cibus Common Units, which are “profits interests” (as described in IRS Revenue Procedure 93-27 and IRS Revenue Procedure 2001-43) in Cibus Global.

“Cibus Support Agreements” means the Voting Agreements between Calyxt, Inc., on the one hand, and certain of Cibus Global’s equityholders (including the Blockers) and certain directors and officers of Cibus Global, on the other hand, who as of January 13, 2023, collectively and in the aggregate, hold voting power of approximately 54.3% of the outstanding voting Cibus Global membership units, on January 13, 2023.

“Cibus Unit” means a pre-Closing Cibus Global membership unit representing a membership interest in Cibus Global under the Cibus Operating Agreement.

“Cibus Unitholders” means the holders of pre-Closing Cibus Global membership units, pre-Closing profits interest units of Cibus Global and warrants to purchase Cibus Global membership units.

“Cibus Warrant” means a warrant to purchase membership units representing a membership interest in Cibus Global.

“Class A Common Stock” means the Class A common stock, par value $0.0001 per share, of Cibus, Inc.

“Class B Common Stock” means the Class B common stock, par value $0.0001 per share, of Cibus, Inc.

“Closing” means the closing of the Transactions.

“Closing Date” means (a) the second business day after the satisfaction or waiver of the conditions pursuant to the Merger Agreement or (b) such other date as may be mutually agreed to in writing by Calyxt, Inc. and Cibus Global.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Company” means Cibus, Inc. and all of its subsidiaries, including its wholly-owned subsidiary, Cibus Global, following the consummation of the Transactions.

“Contribution” means the contribution by Calyxt, Inc. of all of its assets and liabilities to Cibus Global, as a contribution to the capital of Cibus Global in exchange for Cibus Common Units.

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“Contribution Agreement” means the Contribution Agreement, dated as of the Closing Date, by and between Calyxt, Inc. and Cibus Global.

“Delaware Law” means, as the context requires, the DGCL and/or the DLLCA.

“DGCL” means the Delaware General Corporation Law, as amended.

“DLLCA” means the Delaware Limited Liability Company Act, as amended.

“DNA,” or deoxyribonucleic acid, is a molecule that carries the genetic code comprising four chemical bases: adenine (A), guanine (G), cytosine (C) and thymine (T), the sequence of which determines the information available for building and maintaining an organism.

“ECJ” means the European Court of Justice.

“Eighth Blocker Merger” means the merger between Blocker 8 and Calyxt, Inc., pursuant to which Blocker 8 will merge with and into Calyxt, Inc. with Calyxt, Inc. being the surviving entity in such merger.

“Electing Members” means the Top 99 Holders that are entitled to and validly elect to receive Up-C Units in exchange for any one or more Cibus Global membership units.

“elite” refers to a plant that expresses well-documented and consistent observable characteristics (phenotypes).

“EPA” means the United States Environmental Protection Agency.

“EU” means the European Union.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Agreement” means the Exchange Agreement, to be dated as of the Closing Date, by and among Calyxt, Inc., Cibus Global and the Electing Members, pursuant to which the holders of Up-C Units shall have the right to exchange (each, an “Exchange”) their Up-C Units for shares of Class A Common Stock on a one-for-one basis, or, subject to certain restrictions, the cash equivalent with respect to all or a portion thereof, based on a volume-weighted average price of a share of Class A Common Stock.

“Exchange and Paying Agent” means Broadridge Corporate Issuer Solutions, LLC, in its capacity as exchange and paying agent.

“Excluded Units” means the Cibus Global membership units that will be exchanged for Up-C Units by the Electing Members pursuant to a valid election.

“FDA” means the United States Food and Drug Administration.

“FDCA” means the United States Federal Food, Drug, and Cosmetic Act.

“Fifth Blocker Merger” means the merger between Blocker 5 and Calyxt, Inc., pursuant to which Blocker 5 will merge with and into Calyxt, Inc. with Calyxt, Inc. being the surviving entity in such merger.

“First Blocker Merger” means the merger between Blocker 1 and Calyxt, Inc., pursuant to which Blocker 1 will merge with and into Calyxt, Inc. with Calyxt, Inc. being the surviving entity in such merger.

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“First Blocker Merger Effective Time” means the effective time of the First Blocker Merger.

“Fourth Blocker Merger” means the merger between Blocker 4 and Calyxt, Inc., pursuant to which Blocker 4 will merge with and into Calyxt, Inc. with Calyxt, Inc. being the surviving entity in such merger.

“GAAP” means United States generally accepted accounting principles.

“genome” refers to the genetic material of an organism.

“genomics” refers to the study of the structure, function, evolution, mapping and editing of genomes.

“genotype” refers to the genetic constitution of an individual organism.

“germplasm” refers to living plant tissue from which new plants can be grown, which most commonly refers to seeds, but may also include other parts of a plant.

“GMO” means genetically modified organisms.

“HC” means Health Canada.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“hybrid” refers to a plant that results from cross pollinating two different plant varieties and carries a combination of traits from the respective parent plants.

“Interim Funding” means the additional funds that will be made available to Calyxt, Inc. upon written request, under the terms and conditions set forth on Exhibit E to the Merger Agreement.

“IRS” means the U.S. Internal Revenue Service.

“Management Services Agreement” means that certain Management Services Agreement, dated January 1, 2016, by and among Cellectis, Cellectis, Inc., a Delaware corporation, and Calyxt, Inc., as amended by that certain First Amendment to the Management Services Agreement, dated July 25, 2017, and that certain Second Amendment to Management Services Agreement, dated January 29, 2020.

“Merger Agreement” means the Agreement and Plan of Merger, dated January 13, 2023, by and among Calyxt, Inc., Merger Subsidiary, Cibus Global and the Blockers.

“Merger Consideration” means the shares of Calyxt Class A Common Stock, Calyxt Class B Common Stock and Cibus Common Units, as applicable, calculated in accordance with the Merger Agreement.

“Mergers” means, collectively, the Cibus Merger and the Blocker Mergers.

“Merger Subsidiary” means Calypso Merger Subsidiary, LLC, a Delaware limited liability company.

“mutagen” refers to an agent that causes genetic change (mutation) in a cell.

“mutagenesis” is a method of plant breeding involving the induction of mutations in plants by exposing whole plants, seeds or plant tissue to chemicals or radiation as a means of purposely damaging genetic material, thereby creating greater genetic variation.

“Ninth Blocker Merger” means the merger between Blocker 9 and Calyxt, Inc., pursuant to which Blocker 9 will merge with and into Calyxt, Inc. with Calyxt, Inc. being the surviving entity in such merger.

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“oligonucleotide-directed mutagenesis,” or “ODM,” refers to a gene-editing technique in which chemically-synthesized nucleic acid sequences, referred to as oligonucleotides, act as a mutagen and DNA template in conferring a desired mutation without undergoing recombination.

“parent seed” refers to seed that possesses desired traits and can be the male and female germplasm used for breeding hybrids.

“Participating Members” means the members of Cibus Global prior to the Closing, other than the Blockers, the Electing Members, Calyxt, Inc. or any of Calyxt, Inc.’s subsidiaries.

“Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity.

“PPA” means the Plant Protection Act, codified at 7 U.S.C. 7701 et seq.

“PSU” means a performance stock unit.

“Registration Rights Agreement” means the Registration Rights Agreement, to be dated as of the Closing Date, by and among Cibus, Inc. and the Electing Members.

“Reverse Stock Split” means a reverse stock split of all of the outstanding shares of Calyxt Common Stock by a ratio in the range of not less than 2-to-1 and not greater than 20-to-1, to be considered and voted upon at the Calyxt Special Meeting.

“Royalty Liability” means the estimated total amount of future royalty payments over the life of the Warrant Exchange Agreement that Cibus Global will be required to make to holders of certain warrants that were exchanged for the rights to future royalty payments.

“RSU” means a restricted stock unit.

“RTDS” means the gene-editing technology platform developed by Cibus, which it refers to as the Rapid Trait Development System.

“R&D” means research and development.

“SEC” means the United States Securities and Exchange Commission.

“Second Blocker Merger” means the merger between Blocker 2 and Calyxt, Inc., pursuant to which Blocker 2 will merge with and into Calyxt, Inc. with Calyxt, Inc. being the surviving entity in such merger.

“Securities Act” means the Securities Act of 1933, as amended.

“Seventh Blocker Merger” means the merger between Blocker 7 and Calyxt, Inc., pursuant to which Blocker 7 will merge with and into Calyxt, Inc. with Calyxt, Inc. being the surviving entity in such merger.

“Shares” means the Class A Common Stock and Class B Common Stock.

“Sixth Blocker Merger” means the merger between Blocker 6 and Calyxt, Inc., pursuant to which Blocker 6 will merge with and into Calyxt, Inc. with Calyxt, Inc. being the surviving entity in such merger.

“Stockholders Agreement” means the Stockholders Agreement dated July 25, 2017 by and among Calyxt, Inc., Cellectis and the persons listed therein.

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“sulfonylurea herbicides” are a specific broad-spectrum systemic herbicide employing sulfonylurea organic compounds inhibiting branched chain amino acid biosynthesis, eventually leading to the plant’s death.

“Tax Receivable Agreement” means the Tax Receivable Agreement, to be dated as of the Closing Date, by and among Cibus, Inc., Cibus Global, and the Electing Members.

“Tenth Blocker Merger” means the merger between Blocker 10 and Calyxt, Inc., pursuant to which Blocker 10 will merge with and into Calyxt, Inc. with Calyxt, Inc. being the surviving entity in such merger.

“Third Blocker Merger” means the merger between Blocker 3 and Calyxt, Inc., pursuant to which Blocker 3 will merge with and into Calyxt, Inc. with Calyxt, Inc. being the surviving entity in such merger.

“Top 99 Holders” means any holder of Cibus Units (other than Blockers) that, prior to the Mailing Date (as defined in the Merger Agreement), is among the 99 largest members of Cibus Global (or such lower number of largest members treated as 99 partners for purposes of the private placement safe harbor set forth in Treasury Regulations Section 1.7704-1(h)), measured based on each member’s membership interest in Cibus Global (including warrants or options to purchase and instruments convertible into membership interests of Cibus Global), on a fully exchanged basis, taking into consideration all dilutive equity instruments as of that date (including any Cibus Units subject to an irrevocable commitment as of the date hereof to purchase Cibus Units at any point prior to the Blocker Merger Effective Time for the First Blocker Merger).

“The Trait Machine” means Cibus’ RTDS, as applied in a specific crop.

“Transactions” mean, collectively, the Mergers, the Contribution and the other transactions contemplated by the Merger Agreement.

“transgenic” refers to an organism into which foreign genetic material has been incorporated.

“transgenic process” refers to a process in which foreign genetic material is integrated, temporarily or permanently, into an organism’s genetic code as a byproduct or end result of such process.

“TRA Parties” means the Electing Members from time to time party thereto the Tax Receivable Agreement.

“Unitholder Representative” means Rory Riggs, or any successor to such person pursuant to the Unitholder Representative Agreement.

“Unitholder Representative Agreement” means the Unitholder Representative Engagement Agreement, to be dated as of the Closing Date, by and among Unitholder Representative, Cibus Global and Calyxt, Inc.

“Up-C Unit” means one Cibus Common Unit and one share of Class B Common Stock.

“USDA” means the United States Department of Agriculture.

“Warrant Exchange Agreement” means the Warrant Transfer and Exchange Agreement, dated December 31, 2014, by and among Cibus Global Ltd.; Richard Spizzirri, DTC CFBO Richard Spizzirri IRA, Rory Riggs, Rory Riggs Family Trust, Jean Pierre Lehmann, and New Venture Holdings, Inc. as sellers; and Rory Riggs, as the seller representative.

“WCC/RRC” means the Western Canada canola/rapeseed Recommending Committee.

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REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about Calyxt that is not included in or delivered with this document. You may obtain this information without charge through the SEC website at www.sec.gov or upon your written or oral request by contacting the General Counsel of Calyxt, Inc., 2800 Mount Ridge Road, Roseville, MN 55113 or by calling (651) 683-2807.

To ensure timely delivery of these documents, any request should be made no later than                , 2023 to receive them before the Calyxt Special Meeting.

For additional details about where you can find information about Calyxt, see the section entitled “Where You Can Find More Information” of this proxy statement/prospectus.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Calyxt, Inc. (File No. 333-                ), constitutes a prospectus of Calyxt, Inc. under Section 5 of the Securities Act, with respect to the Merger Consideration to be issued pursuant to the Merger Agreement. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act, with respect to the Calyxt Special Meeting at which Calyxt Stockholders will be asked to consider and vote on the proposals set forth herein.

No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated                , 2023. The information contained in this proxy statement/prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

The information concerning Calyxt contained in this proxy statement/prospectus or incorporated by reference has been provided by Calyxt, Inc., and the information concerning Cibus contained in this proxy statement/prospectus has been provided by Cibus Global.

Except as otherwise noted, references to “we,” “us” or “our” refer to both Calyxt and Cibus.

TRADEMARK NOTICE

Calyxt owns the names PlantSpring^TM, Plant Cell Matrix^TM, PCM^TM and BioFactory^TM. Calyxt also owns the trademarks Calyxt® and Calyno® and owns or licenses other trademarks, trade names, and service marks appearing in this this prospectus and any prospectus supplement or free writing prospectus. The names and trademarks Cellectis® and TALEN®, along with any other trademarks, trade names, and service marks of Cellectis appearing in this this prospectus and any prospectus supplement or free writing prospectus are the property of Cellectis.

“Cibus^®,” “RTDS^®,” “Rapid Trait Development System^TM,” “FALCO^TM,” “SU Canola^TM,” “Nucelis^TM,” “ASAP^TM,” “A Different Breed^TM,” “Trait Machine^TM,” “Inspired by Nature^TM,” “Driving Sustainable Agriculture^TM,” “Reshaping Crop Protection^TM,” “Reinventing Trait Development^TM,” “Timebound & Predictable^TM,” “Driving Trait & Breeding Innovation^TM,” the Cibus logo and other trademarks or service marks of Cibus appearing in this prospectus are the property of Cibus.

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This proxy statement/prospectus may also contain additional trade names, trademarks and service marks belonging to other companies. Other trademarks, service marks and trade names referred to in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, trademarks and trade names in this prospectus may be referred to without the ^™ and ^® symbols, but such references, or their failure to appear, should not be construed as any indicator that their respective owners will not assert their rights with respect thereto.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus includes industry and market data that Cibus and Calyxt have obtained from industry publications, third-party studies and surveys, filings of public companies in their respective industries and related industries and internal company surveys. These sources include government and industry sources, which generally state that the information contained therein has been obtained from sources believed to be reliable. Although we believe the industry and market data to be reliable as of the date of this proxy statement/prospectus, this information could prove to be inaccurate. Industry and market data could be wrong because of the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. We do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein. Assumptions and estimates of future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause future performance to differ materially from our assumptions and estimates. See “Cautionary Note Regarding Forward-Looking Statements.”

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QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS

The following section provides answers to frequently asked questions about the Transactions. This section, however, provides only summary information. For a more complete response to each of these questions and for additional information, refer to the cross-referenced sections in this proxy statement/prospectus.

The Amended Certificate of Incorporation, once adopted at the First Blocker Merger Effective Time, will create two classes of Calyxt Common Stock: (i) Class A Common Stock, which shares will have full voting and economic rights and (ii) Class B Common Stock, which shares will have full voting, but no economic rights. Upon adoption of the Amended Certificate of Incorporation, each share of Calyxt Common Stock existing and outstanding immediately prior to the First Blocker Merger Effective Time shall automatically convert to a share of Class A Common Stock at the First Blocker Merger Effective Time without any further action by the Calyxt Stockholders.

At the applicable Blocker Merger Effective Time, the limited liability company interests of the Blocker being merged will be cancelled and converted into the right to receive shares of Class A Common Stock corresponding to that Blocker Merger, in each case, as set forth in the Allocation Schedule, and as described in more detail in the section titled “The Merger Agreement—Merger Consideration” beginning on page 159 of this proxy statement/prospectus.

At the Cibus Merger Effective Time, all of the issued and outstanding membership units of Cibus Global, and all warrants or options to purchase membership units of Cibus Global, will be cancelled and converted into the right to receive Class A Common Stock or Up-C Units, in each case as set forth in the Allocation Schedule, and as described in further detail in the section titled “The Merger Agreement—Merger Consideration” beginning on page 159 of this proxy statement/prospectus.

Immediately following the Cibus Merger, (i) each pre-Closing Cibus Global membership unit and pre-Closing warrant to purchase Cibus Global membership units, in each case, held by Cibus, Inc. as a result of the Blocker Mergers will be converted or exchanged for a number of Cibus Common Units set forth in the Allocation Schedule, (ii) each pre-Closing warrant to purchase Cibus Global membership units held by Cibus, Inc. as a result of the warrant exchanges described above will be converted or exchanged for a number of Cibus Common Units set forth in the Allocation Schedule, and (iii) Cibus Global will issue a number of Cibus Common Units to Cibus, Inc. in an amount equal to the number of shares of Class A Common Stock issued to Cibus Unitholders as Cibus Merger Consideration.

Following the Closing, the issuance of Merger Consideration and the issuance of Cibus Common Units discussed above, the Combined Company will be organized in an “Up-C” structure, with Cibus, Inc.’s only material asset consisting of Cibus Common Units. Upon the Closing, Calyxt Stockholders are expected to

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own approximately 5.0% of issued and outstanding common stock of Cibus, Inc., on a fully exchanged basis, taking into consideration all dilutive equity instruments as of that date, and Cibus Unitholders are expected to own approximately 95.0% of the issued and outstanding Shares of Cibus, Inc., on a fully exchanged basis, taking into consideration all dilutive equity instruments as of that date, in each case, subject to dilution in connection with any additional equity issued by Cibus Global in connection with a contemplated equity financing between signing the Merger Agreement and Closing and certain employee RSU grants which Calyxt, Inc. is authorized to issue between sign and close.

Immediately following the Closing, all of the issued and outstanding Cibus Common Units will be held by Cibus, Inc. and the Electing Members (through their ownership of Up-C Units), with the exact ownership interest held by Cibus, Inc. and the Electing Members subject to the elections to be submitted by Top 99 Holders prior to the Closing. At the Closing, Cibus, Inc., Cibus Global and the Electing Members will enter into an Exchange Agreement and the Cibus Amended Operating Agreement, while Cibus, Inc. and the Electing Members will enter into a Registration Rights Agreement and a Tax Receivable Agreement. The Up-C Units will generally be exchangeable for shares of Class A Common Stock on a one-for-one basis, or, subject to certain restrictions, the cash equivalent with respect to all or a portion thereof, based on a volume-weighted average price of a share of Class A Common Stock pursuant to the terms of the Exchange Agreement.

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At the Cibus Merger Effective Time, all of the issued and outstanding membership units of Cibus Global, and all warrants or options to purchase membership units of Cibus Global, will be cancelled and converted into the right to receive the following:

For a more complete description of what Cibus Unitholders, warrant holders and holders of Cibus Global profits interests will receive in the merger, see the section entitled “The Merger Agreement—Merger Consideration” beginning on page 159 of this proxy statement/prospectus.

The Up-C structure allows future taxable income of Cibus Global that is allocated to holders of Cibus Units (i.e., the Electing Members) to be generally taxed on a pass-through basis, and therefore, such income will

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generally not be subject to corporate taxes at the entity level. Additionally, the holders of Cibus Units may exchange their Cibus Units for shares of Class A Common Stock of Cibus, Inc., providing such holders with potential liquidity that is not typically afforded to holders of equity interest in non-publicly traded limited liability companies. Such exchanges are expected to produce favorable tax attributes that Cibus, Inc. may be able to utilize and that would not be available to Cibus, Inc. in the absence of those transactions. Pursuant to the Tax Receivable Agreement, the holders of Cibus Units that exchange such Cibus Units for shares of Class A Common Stock of Cibus, Inc. will generally be entitled to receive a portion of the net income tax savings that Cibus, Inc. actually realizes. See “What is the Tax Receivable Agreement?”

For a more complete description of the Tax Receivable Agreement, see the section entitled “Agreements Related to the Mergers—Tax Receivable Agreement” beginning on page 180 of this proxy statement/prospectus.

Funds can be drawn by Calyxt in $500,000 increments and may only be used to fund operating expenses incurred in the ordinary course of business consistent with past practice and consistent with the negative covenants in the Merger Agreement. The full outstanding balance of the Interim Funding will be reduced to zero in connection with the Closing if the Mergers are consummated. The full outstanding balance of the Interim Funding will be forgiven by Cibus if the Merger Agreement is terminated for any reason other than (a) a termination by Cibus resulting from the fraud or willful breach of the Merger Agreement by Calyxt (in which case Calyxt will no longer be permitted to make draws on the line of credit the outstanding balance will become due and payable on the date that is two years from the date funds are first drawn), (b) a

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termination by Calyxt if it accepts a superior offer (in which case Calyxt will no longer be permitted to make draws on the line of credit and the outstanding balance will be due and payable within 30 days after termination) or (c) termination by Cibus in the event Calyxt shall have an adverse change in condition or Calyxt materially breaches its obligations with respect to soliciting an alternative acquisition (in which case Calyxt will no longer be permitted to make draws on the line of credit and the outstanding balance will be due and payable within 30 days after termination). The Interim Funding is subject to acceleration in connection with certain bankruptcy events.

Cibus Global members must adopt the Merger Agreement, thereby approving the Mergers and the related transactions. The adoption of the Merger Agreement and the approval of the Mergers and related transactions by the Cibus Global members requires (i) approval by a majority of each of the issued and outstanding Series D, Series E and Series F preferred units in Cibus Global to convert all issued and outstanding preferred units in Cibus Global into Cibus Global voting common units on a one-for-one basis and (ii) approval by a majority of all issued and outstanding preferred units in Cibus Global to approve the Transactions.

In addition to the requirement of obtaining the Calyxt Stockholder and Cibus Global member approvals described above, each of the other closing conditions set forth in the Merger Agreement must be satisfied or waived. For a more complete description of the closing conditions under the Merger Agreement, see the section entitled “The Merger Agreement—Conditions to the Completion of the Mergers” beginning on page 161 of this proxy statement/prospectus.

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Votes will be counted by the inspector of election appointed for the Calyxt Special Meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” Proposals No. 1 and 3 but will have no effect on the outcome of Proposal Nos. 2, 5 and 6. Proposal Nos. 4 and 7 are matters on which Calyxt expects brokers, banks or other nominees to have discretionary authority to vote uninstructed shares and, therefore, broker non-votes are not expected with respect to these proposals.

Proposal No. 1 is conditioned upon the approval of Proposal No. 2, and the Mergers cannot be consummated without the approval of Proposal Nos. 1 and 2. Proposal Nos. 3 and 6 are conditioned upon the approval of Proposal Nos. 1 and 2. Proposal Nos. 4, 5 and 7 are not conditioned on the approval of any other proposal.

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The U.S. federal income tax consequences of the Cibus Merger depend on each Cibus Unitholder’s particular facts and circumstances. Accordingly, all Cibus Unitholders are urged to consult their tax advisors regarding the tax consequences to them of the Transactions, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Transactions, see the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Cibus Merger.”

Stockholder of Record: Shares Registered in Your Name

If, at the close of business on the record date, your shares of Calyxt Common Stock were registered directly in your name with Calyxt, Inc.’s transfer agent, Broadridge Corporate Issuer Solutions, LLC, then you are a Calyxt Stockholder of record. As a Calyxt Stockholder of record, you may vote virtually at the Calyxt Special Meeting or vote by proxy. Whether or not you plan to attend the Calyxt Special Meeting, please vote as soon as possible by completing and returning the enclosed proxy card or vote by proxy over the telephone or on the internet as instructed on the proxy card to ensure your vote is counted.

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Calyxt Stockholders are invited to attend the Calyxt Special Meeting, which will be a virtual meeting held exclusively via live webcast. In order to attend the Calyxt Special Meeting, you must register in advance at www.                . After completing your registration, you will receive further instructions via email, including a unique link that will allow you to access the Calyxt Special Meeting and to vote and submit questions during the Calyxt Special Meeting. As part of the registration process, you must enter the control number located on your proxy card.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Similar Organization

If, at the close of business on the record date, your shares of Calyxt Common Stock were not held in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Calyxt Special Meeting. As a beneficial owner, you have the right to direct your broker or other agent how to vote the shares in your account.

You are also invited to attend and vote at the Calyxt Special Meeting. After completing your registration in advance at www.                , you will receive further instructions via email, including a unique link to access the Calyxt Special Meeting. As part of the registration process, you must enter the control number located on your voting instruction form. You will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process. You may be instructed to obtain a legal proxy from your broker, bank or other nominee and to submit a copy in advance of the meeting. Further instructions will be provided to you as part of your registration process.

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If you are a Calyxt Stockholder of record, meaning that you own your shares in your own name and not through a broker, bank or other nominee, you may vote in one of three ways prior to the Calyxt Special Meeting:

Please provide your proxy instructions only once, unless you are revoking a previously delivered proxy instruction, and as soon as possible so that your shares can be voted at the Calyxt Special Meeting.

In order to attend the Calyxt Special Meeting, you must register in advance at www.                . After completing your registration, you will receive further instructions via email, including a unique link that will allow you to access the Calyxt Special Meeting and to vote and submit questions during the Calyxt Special Meeting. As part of the registration process, you must enter the control number located on your proxy card.

If your shares are held in “street name,” you are also invited to attend and vote your shares of Calyxt Common Stock at the Calyxt Special Meeting live via webcast. After completing your registration in advance at www.                , you will receive further instructions via email, including a unique link to access the Calyxt Special Meeting. As part of the registration process, you must enter the control number located

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on your voting instruction form. You will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process. You may be instructed to obtain a legal proxy from your broker, bank or nominee and to submit a copy in advance of the meeting. Further instructions will be provided to you as part of your registration process.

Even if you plan to attend the Calyxt Special Meeting, Calyxt requests that you sign and return the enclosed proxy card or voting instruction form to ensure that your shares will be represented at the Calyxt Special Meeting if you become unable to attend. Please be sure to follow the instructions found on your proxy card or voting instruction form.

If a Calyxt Stockholder who owns shares of Calyxt Common Stock in “street name” has instructed a broker to vote its shares of Calyxt Common Stock, the Calyxt Stockholder must follow directions received from its broker to change those instructions.

Your vote will be counted in accordance with the last instruction received prior to the closing of the polls, whether your instruction is received by internet, telephone, mail or at the Calyxt Special Meeting.

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RISK FACTORS

The Combined Company will be faced with a market environment that cannot be predicted and that involves significant risks, many of which will be beyond its control. In addition to the other information contained in this proxy statement/prospectus, you should carefully consider the material risks described below and those described in the section entitled “Cautionary Statement Concerning Forward-Looking Statements” beginning on page 109 of this proxy statement/prospectus before deciding how to vote your shares of Calyxt Common Stock.

Risks Related to the Merger

The exchange ratio will not change or otherwise be adjusted based on the market price of Calyxt Common Stock as the exchange ratio is fixed as of the date of the Merger Agreement, so the Merger Consideration at the Closing of the Mergers may have a greater or lesser value than at the time the Merger Agreement was signed.

The Merger Agreement has set the exchange ratio (referred to as the “Conversion Factor” in the Allocation Statement) of 3.17045722397476 for the calculation of Class A Common Stock and Class B Common Stock to be issued as Merger Consideration, and the exchange ratio is based on the fully-diluted capitalization of Calyxt, Inc. and Cibus Global, in each case, as of the date of the Merger Agreement as described in the section entitled “The Mergers—Merger Consideration—Allocation Statement” beginning on page 151 of this proxy statement/prospectus.

The closing price of Calyxt Common Stock on January 13, 2023, the last trading day prior to the public announcement of the Mergers, was $0.1857 per share. The Merger Agreement does not include a price-based termination right. Therefore, if before the completion of the Mergers the market price of Calyxt Common Stock declines from the market price on the date of the Merger Agreement, then Cibus Unitholders could receive Merger Consideration with substantially lower value than the value of such Merger Consideration on the date of the Merger Agreement. Similarly, if before the completion of the Mergers the market price of Calyxt Common Stock increases from the market price of Calyxt Common Stock on the date of the Merger Agreement, then Cibus Unitholders could receive Merger Consideration with substantially greater value than the value of such Merger Consideration on the date of the Merger Agreement. Because the exchange ratio does not adjust as a direct result of changes in the market price of Calyxt Common Stock, changes in the market price of Calyxt Common Stock will change the value of the total Merger Consideration payable to Cibus Unitholders pursuant to the Merger Agreement.

Stock price changes may result from a variety of factors, including changes in Calyxt’s or Cibus’ respective businesses, operations and prospects, reductions or changes in U.S. government spending or budgetary policies, market assessments of the likelihood that the Mergers will be completed, interest rates, federal, state and local legislation, governmental regulation, legal developments in the industry segments in which Calyxt or Cibus operate, the timing of the Mergers, and general market, industry and economic conditions, including pandemics and other public health emergencies. Recent events surrounding the global economy, geopolitics and the COVID-19 pandemic continue to evolve and have introduced unusually high levels of volatility into financial and stock markets, and may affect the value of Calyxt Common Stock.

Calyxt Stockholders and Cibus Unitholders may not realize a benefit from the Mergers commensurate with the ownership dilution they will experience in connection with the Mergers and the Cibus Global pre-Closing issuance of additional Series F preferred units and the pre-Closing issuance of employee RSU grants by Calyxt, Inc.

If the Combined Company is unable to realize the full strategic and financial benefits currently anticipated from the Mergers, Calyxt Stockholders and Cibus Unitholders will have experienced substantial dilution of their ownership interests in their respective companies, without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent the Combined Company is able to realize only part of the strategic and financial benefits currently anticipated from the Mergers.

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Based on the fully-diluted capitalization of Calyxt, Inc. and Cibus Global, the Calyxt Stockholders would be expected to own approximately 5% of issued and outstanding common stock of Cibus, Inc. immediately post-Closing, on a fully exchanged basis, taking into consideration all dilutive equity instruments as of that date, and Cibus Unitholders would be expected to own approximately 95% of the issued and outstanding Shares of Cibus, Inc. immediately post-Closing, on a fully exchanged basis, taking into consideration all dilutive equity instruments as of that date, in each case, subject to dilution in connection with (a) any additional equity issued by Cibus Global in connection with a contemplated issuance by Cibus Global of additional Series F preferred units and (b) certain employee RSU grants which Calyxt, Inc. is authorized to issue, in each case, between signing the Merger Agreement and Closing.

Pursuant to the Merger Agreement, Cibus Global is permitted to issue additional Series F preferred units in Cibus Global to other persons for a per unit cash purchase price of $2.00 and otherwise on terms consistent with the terms and conditions for issuances of Series F preferred units in Cibus Global prior to the date of the Merger Agreement. Any additional Series F preferred units in Cibus Global issued prior to Closing will have the effect of diluting the anticipated post-Closing ownership of Cibus, Inc. of both Calyxt Stockholders and Cibus Unitholders.

Additionally, pursuant to the Merger Agreement, at the discretion of the Calyxt Board and/or compensation committee, Calyxt, Inc. is permitted to issue up to an additional 3,487,503 RSUs with respect to 3,487,503 shares of Calyxt Common Stock (which amount is subject to adjustment, as applicable and appropriate, to reflect fully the effect of any reclassification, split, reverse split, distribution, reorganization, recapitalization or other like change with respect to the equity securities of Calyxt, Inc. or any securities convertible or exchangeable into or exercisable equity securities of Calyxt, Inc. that may occur after the date of the Merger Agreement and prior to the grant date of such equity awards), pursuant to the Calyxt, Inc. 2017 Omnibus Incentive Plan, with such equity awards having accelerated vesting of 100% on a Triggering Event (as defined therein, which shall include the Transactions). Any additional RSUs issued by Calyxt, Inc. in connection with the foregoing will have the effect of diluting the anticipated post-Closing ownership of Cibus, Inc. of both Calyxt Stockholders and Cibus Unitholders.

Failure to complete the Mergers may result in either Calyxt, Inc. or Cibus Global paying a termination fee to the other party and could significantly harm the market price of Calyxt Common Stock and negatively affect the future business and operations of each company.

If the Mergers are not completed and the Merger Agreement is terminated under certain circumstances, Cibus Global may be required to pay Calyxt, Inc. a termination fee of $1.0 million and reimburse Calyxt, Inc.’s expenses up to a maximum of $500,000, and Calyxt, Inc. may be required to pay Cibus Global a termination fee of $1.0 million. Even if a termination fee or reimbursement of expenses of the other party are not payable in connection with a termination of the Merger Agreement, each of Calyxt, Inc. and Cibus Global will have incurred significant fees and expenses, which must be paid whether or not the Mergers are completed.

In addition, if the Merger Agreement is terminated and the Calyxt Board or Cibus Board determines to seek another business combination, there can be no assurance that either Calyxt or Cibus will be able to find a partner and close an alternative transaction on terms that are as favorable or more favorable than the terms set forth in the Merger Agreement.

Failure to complete the Mergers under certain circumstances may result in the Interim Funding being forgiven and Cibus and the Cibus Unitholders will lose the benefit from any funds that have been made available to Calyxt prior to termination.

If the Mergers are not completed and the Merger Agreement is terminated other than under certain circumstances, the outstanding balance of all amounts loaned by Cibus Global to Calyxt, Inc. under the Interim Funding will be forgiven in full by Cibus Global. As a result, Calyxt, Inc. will be entitled to retain all such funds and those amount will be a loss to Cibus Global and, indirectly, the Cibus Unitholders. Whereas, if the Mergers are completed, and all amounts loaned by Cibus Global under the Interim Funding are forgiven by Cibus Global after the Closing, Cibus Unitholders will indirectly benefit from all such amounts as stockholders of Cibus, Inc.

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Any delay in closing the Mergers may increase the likelihood that Calyxt, Inc. is required to borrow more funds from Cibus Global under the Interim Funding, up to the maximum amount permitted under the Merger Agreement.

The Merger Agreement and the issuance of Class A Common Stock to Cibus Unitholders pursuant to the Merger Agreement must be approved by Calyxt Stockholders, and the Merger Agreement and the Mergers must be approved by the Cibus Unitholders and the equityholders of the Blockers. Failure to obtain these approvals would prevent the closing of the Mergers.

Before the Mergers can be completed, the Calyxt Stockholders must approve, among other things, the issuance of Class A Common Stock to Cibus Unitholders pursuant to the Merger Agreement, and Cibus Unitholders and the equityholders of the Blockers must each adopt the Merger Agreement and approve the Cibus Merger and Blocker Mergers, respectively, as well as the other Transactions. Failure to obtain the required Calyxt Stockholder, Cibus Unitholder and Blocker equityholder approvals may result in a material delay in, or the abandonment of, the Mergers. Any delay in completing the Mergers may materially adversely affect the timing and benefits that are expected to be achieved from the Mergers.

The Mergers may be completed even though certain events occur prior to the Closing that materially and adversely affect Calyxt or Cibus.

The Merger Agreement provides that either Calyxt or Cibus can refuse to complete the Mergers if there is a material adverse effect on the other party between the date of the Merger Agreement, and the Closing. However, certain types of changes do not permit either party to refuse to complete the Mergers, even if such change could be said to have a material adverse effect on Calyxt or Cibus, including:

If material adverse effects occur and Calyxt, the Blockers and Cibus still complete the Mergers, the market price of the Combined Company’s common stock may suffer. This in turn may reduce the value of the Mergers to the Calyxt Stockholders, Cibus Unitholders or both.

Some Calyxt, Inc. and Cibus Global executive officers and directors have interests in the Mergers that are different from the Calyxt Stockholders and Cibus Unitholders and that may influence them to support or approve the Mergers without regard to the interests of the Calyxt Stockholders and Cibus Unitholders.

Certain executive officers and directors of Calyxt, Inc. and Cibus Global participate in arrangements that provide them with interests in the Mergers that are different from the interests of the Calyxt Stockholders and

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Cibus Unitholders, including, among others, severance benefits, the acceleration of equity vesting and continued indemnification. The compensation arrangements with Calyxt, Inc.’s executive officers and directors, as well as the interests of those individuals in the Mergers, are discussed in greater detail in the sections entitled “The Mergers—Interests of Calyxt, Inc. Directors and Executive Officers in the Mergers” and “Calyxt, Inc. Executive Compensation—Director Compensation” beginning on pages 133 and 281, respectively, of this proxy statement/prospectus. The compensation arrangements with Cibus Global executive officers and managers, as well as the interests of those individuals in the Mergers, are discussed in greater detail in the sections entitled “The Mergers—Interests of Cibus Global Directors and Executive Officers in the Mergers” and “Cibus Global Executive Compensation—Director Compensation” beginning on pages 143 and 298, respectively, of this proxy statement/prospectus.

Rory Riggs, Peter Beetham, Ph.D., Mark Finn, Jean-Pierre Lehmann, Gerhard Prante, Ph.D. and Keith Walker, who currently serve on the Cibus Board will become members of the Cibus, Inc. Board following the Mergers. Further, Rory Riggs, Cibus Global’s Chief Executive Officer and Chair, will become Cibus, Inc.’s Chief Executive Officer and Chair following the Mergers; Peter Beetham, Ph.D., Cibus Global’s President and Chief Operating Officer, will become Cibus, Inc.’s President and Chief Operating Officer following the Mergers, Greg Gocal, Ph.D., Cibus Global’s Chief Scientific Officer and Executive Vice President, will become Cibus, Inc.’s Chief Scientific Officer and Executive Vice President following the Mergers and Wade King, M.D., Cibus Global’s Chief Financial Officer, will become Cibus, Inc.’s Chief Financial Officer following the Mergers.

Additionally, certain Cibus Global executive officers and directors, in the event they hold Cibus Global membership units qualifying them as a Top 99 Holder, will have the right to elect to receive Up-C Units in exchange for a portion of their Cibus Global membership units (up to a maximum of 95%). To the extent such Cibus Global executive officers and directors elect to receive Up-C Units, they will be entitled to certain benefits pursuant to the Tax Receivable Agreement, Exchange Agreement and Registration Rights Agreement. This right is not available to Cibus Unitholders who are not Top 99 Holders. The election rights of Cibus Unitholders are discussed in greater detail in the sections entitled “The Mergers—Merger Consideration” beginning on page 150 of this proxy statement/prospectus.

These interests, among others, may influence the executive officers and directors of Calyxt, Inc. and Cibus Global to support or approve the Mergers. For more information concerning the interests of Calyxt, Inc.’s and Cibus Global’s respective executive officers and directors, see the sections entitled “The Mergers—Interests of Calyxt, Inc. Directors and Executive Officers in the Mergers” and “The Mergers—Interests of Cibus Global Directors and Executive Officers in the Mergers” beginning on pages 133 and 143, respectively, of this proxy statement/prospectus.

The market price of Cibus, Inc.’s common stock following the Mergers may decline as a result of the Mergers.

The market price of Cibus, Inc.’s common stock may decline as a result of the Mergers for a number of reasons, including if:

Calyxt Stockholders and Cibus Unitholders will have a reduced ownership and voting interest in, and will exercise less influence over the management of, the Combined Company following the Closing of the Mergers as compared to their current ownership and voting interest in the respective companies.

If the Mergers are completed, the current Calyxt Stockholders and Cibus Unitholders will own a smaller percentage of the Combined Company than their ownership in their respective companies prior to the Mergers.

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Based on the fully-diluted capitalization of Calyxt and Cibus, the Calyxt Stockholders would be expected to own approximately 5% of issued and outstanding common stock of Cibus, Inc. immediately post-Closing, on a fully exchanged basis, taking into consideration all dilutive equity instruments as of that date, and Cibus Unitholders would be expected to own approximately 95% of the issued and outstanding Shares of Cibus, Inc. immediately post-Closing, on a fully exchanged basis, taking into consideration all dilutive equity instruments as of that date, in each case, subject to dilution in connection with (a) any additional equity issued by Cibus in connection with a contemplated issuance by Cibus Global of additional Series F preferred units and (b) certain employee RSU grants which Calyxt, Inc. is authorized to issue, in each case, between signing the Merger Agreement and Closing.

Raising additional capital may cause dilution to Cibus, Inc.’s stockholders, restrict the Combined Company’s operations or require the Combined Company to relinquish rights to its technologies or product candidates.

Until such time, if ever, as the Combined Company can generate substantial revenues from product sales, the Combined Company expects to finance its cash needs through a combination of public and private equity offerings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. The Combined Company does not currently have any committed external source of funds following the Closing. The terms of any financing may adversely affect the holdings or the rights of Cibus, Inc.’s stockholders and the issuance of additional securities, whether equity or debt, by Cibus, Inc., or the possibility of such issuance, may cause the market price of Cibus, Inc.’s shares of common stock to decline. To the extent that Cibus, Inc. raises additional capital through the sale of equity or convertible debt securities, the ownership interest of Cibus, Inc.’s stockholders will be diluted, and the terms of those securities may include liquidation or other preferences that adversely affect the rights of such stockholders. Debt financing and preferred equity financing, if available, would increase the Combined Company’s fixed payment obligations and may involve agreements that include covenants limiting or restricting the Combined Company’s operations and ability to take specific actions, such as incurring additional debt, making acquisitions, engaging in acquisition, merger or collaboration transactions, selling or licensing the Combined Company’s assets, making capital expenditures, redeeming its stock, making certain investments, declaring dividends or other operating restrictions that could adversely impact the Combined Company’s ability to conduct its business. The Combined Company could also be required to meet certain milestones in connection with debt financing and the failure to achieve such milestones by certain dates may force the Combined Company to relinquish rights to some of its technologies or product candidates or otherwise agree to terms unfavorable to the Combined Company which could have a material adverse effect on the Combined Company’s business, operating results and prospects. The Combined Company also could be required to seek funds through arrangements with collaborators or otherwise at an earlier stage than otherwise would be desirable. If the Combined Company raises funds through additional collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, the Combined Company may have to relinquish valuable rights to its intellectual property, future revenue streams, discovery programs or product candidates, grant licenses on terms that may not be favorable to the Combined Company or grant rights to develop and market product candidates that the Combined Company would otherwise prefer to develop and market itself, any of which may have a material adverse effect on the Combined Company’s business, operating results and prospects.

During the pendency of the Mergers, Calyxt and Cibus may not be able to enter into a business combination with another party on more favorable terms because of restrictions in the Merger Agreement, which could adversely affect their respective business prospects.

Covenants in the Merger Agreement impede the ability of Calyxt and Cibus to make acquisitions during the pendency of the Mergers, subject to specified exceptions. As a result, if the Mergers are not completed, the parties may be at a disadvantage to their competitors during such period. In addition, while the Merger Agreement is in effect, each party is generally prohibited from directly or indirectly soliciting, initiating or knowingly encouraging, inducing or facilitating the communication, making, submission or announcement of any acquisition proposal or acquisition inquiry by a third party or take any action that could reasonably be expected to lead to an acquisition proposal or acquisition inquiry by a third party, including a merger, sale of assets or other business combination, subject to specified exceptions. Any such transactions could be favorable to such party’s stockholders or

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unitholders, but the parties may be unable to pursue them. For more information, see the section entitled “The Merger Agreement—No Solicitation” beginning on page 166 of this proxy statement/prospectus.

Certain provisions of the Merger Agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the transactions contemplated by the Merger Agreement.

The terms of the Merger Agreement prohibit each of Calyxt, Inc. and Cibus Global from soliciting alternative takeover proposals or cooperating with persons making unsolicited takeover proposals, except in limited circumstances when the Calyxt Board determines in good faith, after consultation with Calyxt, Inc.’s outside financial advisors and outside legal counsel, constitutes, or would be reasonably likely to result in, a superior takeover proposal and that the failure to take such action would be reasonably likely to be inconsistent with the fiduciary duties of the Calyxt Board under applicable law. Any such transactions could be favorable to Calyxt Stockholders or Cibus Unitholders, as applicable. In addition, if Calyxt, Inc. terminates the Merger Agreement under certain circumstances, including terminating because of a decision of the Calyxt Board to enter into a definitive agreement with respect to a superior takeover proposal, Calyxt, Inc. would be required to pay a termination fee of $1.0 million to Cibus Global. This termination fee described above may discourage third parties from submitting alternative takeover proposals to Calyxt, Inc. or Calyxt Stockholders, and may cause the Calyxt Board to be less inclined to recommend an alternative takeover proposal.

Because the lack of a public market for Cibus Global membership units makes it difficult to evaluate the value of Cibus Global membership units and warrants to purchase membership units, the Cibus Unitholders may receive shares of Calyxt Common Stock in the Mergers that have a value that is less than, or greater than, the fair market value of Cibus Global membership units or warrants to purchase membership units.

The outstanding membership units, and warrants to purchase membership units, of Cibus Global are privately held and are not traded in any public market. The lack of a public market makes it extremely difficult to determine the fair market value of Cibus Global. Because the percentage of Calyxt Common Stock to be issued to Cibus Unitholders was determined based on negotiations between the parties, it is possible the value of Calyxt Common Stock to be received by Cibus Unitholder will be less than the fair market value of Cibus, or the value of Calyxt Common Stock to be received by Cibus Unitholders may be more than the aggregate fair market value of Cibus.

If the conditions to the Mergers are not satisfied or waived, the Mergers will not occur.

Even if the Transactions are approved by the Calyxt Stockholders, the equityholders of the Blockers and the Cibus Unitholders, certain other specified conditions set forth in the Merger Agreement must be satisfied or, to the extent permitted by applicable law, waived to complete the Mergers, including approval from Nasdaq to maintain the listing of the Calyxt Common Stock on the Nasdaq Capital Market following the Mergers and the listing of the shares of Calyxt Common Stock being issued in the Mergers. These conditions are set forth in the Merger Agreement and each material condition to the completion of the Mergers is described in the section entitled “The Merger Agreement—Conditions to the Completion of the Mergers” beginning on page 161 of this proxy statement/prospectus. Calyxt and Cibus cannot assure you that all of the conditions will be satisfied or waived. If the conditions are not satisfied or waived, the Mergers will not occur or will be delayed, and Calyxt and Cibus each may lose some or all of the intended benefits of the Mergers as a result.

The Cibus Merger may fail to qualify as a described under Section 351 of the Code for U.S. federal income tax purposes, resulting in recognition of taxable gain or loss by Cibus Participants in respect of their Cibus Global interests.

The parties intend for the Cibus Merger contemplated by the Merger Agreement to be treated for U.S. federal income tax purposes as a tax-free exchange under Section 351 of the Code. Assuming that the Cibus Merger so qualifies, Cibus Participants that receive solely shares of Class A Common Stock in the Transactions will generally not recognize gain or loss upon the exchange of their Cibus interests for shares of Class A Common Stock pursuant to the Cibus Merger, except to the extent that the Cibus Participant’s allocable share of

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Cibus’ liabilities exceeds the Cibus Participant’s tax basis in its Cibus interests exchanged for Class A Common Stock. However, as discussed further in the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Cibus Merger” the requirements for non-recognition under such Code section is complex, and qualification under Section 351 of the Code could be adversely affected by events that are beyond the parties control. Moreover, there could be technical uncertainties as to whether the Cibus Merger qualifies for such intended tax treatment. If the Cibus Merger did not meet the requirements of Section 351 of the Code, the exchange of Cibus interests for Class A Common Stock would be a fully taxable transaction for U.S. federal income tax purposes and Cibus Participants generally would recognize taxable gain or loss on the total consideration they receive in connection with the Cibus Merger. Neither Cibus nor Calyxt has requested, or intends to request, a ruling from the IRS with respect to the U.S. federal income tax consequences of the Cibus Merger. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a position to the contrary. Each Cibus Unitholder and holder of Cibus Warrants is urged to consult with his, her or its own tax advisor with respect to the tax consequences of the Transactions.

Future sales of shares by existing stockholders could cause Cibus, Inc.’s stock price to decline.

If existing Calyxt Stockholders and Cibus Unitholders (receiving shares of Class A Common Stock in the Mergers) sell, or indicate an intention to sell, substantial amounts of Cibus, Inc.’s common stock in the public market after the Mergers, the trading price of Cibus, Inc.’s common stock could decline. Based on Calyxt, Inc. shares and Cibus Global membership units outstanding as of January 13, 2023, the date the Merger Agreement was executed, and an assumed exchange ratio of 3.17045722397476 shares of Class A Common Stock or Class B Common Stock per Cibus Global voting common unit, Cibus, Inc. is expected to have outstanding a total of approximately 1,005,296,753 shares of common stock (prior to giving effect to the proposed reverse stock split) immediately following the completion of the Mergers.

Lawsuits may be filed against Calyxt, the members of the Calyxt Board, Cibus and/or the members of the Cibus Board arising out of the Mergers, which may delay or prevent the Mergers.

Putative stockholder or equityholder complaints, including stockholder or equityholder class action complaints, and other complaints may be filed against Calyxt, the Calyxt Board, Cibus, and/or the Cibus Board in connection with the transactions contemplated by the Merger Agreement. The outcome of litigation is uncertain, and Calyxt and Cibus may not be successful in defending against any such future claims. Lawsuits that may be filed Calyxt, the Calyxt Board, Cibus, and/or the Cibus Board could delay or prevent the Mergers, divert the attention of the management teams and employees of Calyxt and Cibus from day-to-day business and otherwise adversely affect the business and financial condition of Calyxt, Cibus or the Combined Company.

Risks Related to the Proposed Reverse Stock Split

The Reverse Stock Split could result in a significant devaluation of Calyxt’s market capitalization and the trading price of Calyxt Common Stock.

Although Calyxt expects that the Reverse Stock Split will result in an increase in the market price of Calyxt Common Stock, Calyxt cannot assure stockholders that the Reverse Stock Split, if implemented, will increase the market price of Calyxt Common Stock in proportion to the reduction in the number of shares of Calyxt Common Stock outstanding or result in a permanent increase in the market price. Accordingly, the total market capitalization of Calyxt Common Stock after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split and, in the future, the market price of Calyxt Common Stock following the Reverse Stock Split may not exceed or remain higher than the market price prior to the Reverse Stock Split.

The effect the Reverse Stock Split may have upon the market price of Calyxt Common Stock cannot be predicted with any certainty. The market price of Calyxt Common Stock is dependent on many factors, including Calyxt’s business and financial performance, general market conditions, prospects for future success and other factors detailed from time to time in the reports Calyxt, Inc. files with the SEC.

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The Reverse Stock Split may result in some stockholders owning “odd lots” that may be more difficult to sell or require greater transaction costs per share to sell.

The Reverse Stock Split may result in some stockholders owning “odd lots” of less than 100 shares of Calyxt Common Stock on a post-split basis. These odd lots may be more difficult to sell, or require greater transaction costs per share to sell, than shares in “round lots” of even multiples of 100 shares.

The Reverse Stock Split may not generate additional investor interest.

While the Calyxt Board believes that a higher stock price may help generate investor interest, there can be no assurance that the Reverse Stock Split will result in a per share price that will attract institutional investors or investment funds or that such share price will satisfy the investing guidelines of institutional investors or investment funds. As a result, the trading liquidity of Calyxt Common Stock may not necessarily improve.

The reduced number of issued shares of Calyxt Common Stock resulting from the Reverse Stock Split could adversely affect the liquidity of the Calyxt Common Stock.

Although the Calyxt Board believes that the decrease in the number of shares of Calyxt Common Stock outstanding as a consequence of the Reverse Stock Split could encourage interest in the Calyxt Common Stock and possibly promote greater liquidity for Calyxt Stockholders, such liquidity could also be adversely affected by the reduced number of shares outstanding after the Reverse Stock Split.

The Reverse Stock Split may not increase the Combined Company’s stock price over the long term.

One of the purposes of the Reverse Stock Split is to increase the per share market price of the Calyxt Common Stock and, if the Mergers are consummated, the per share market price of the Class A Common Stock of the Combined Company. It cannot be assured, however, that the Reverse Stock Split will accomplish this objective for any meaningful period of time. While it is expected that the reduction in the number of outstanding shares of Calyxt Common Stock will proportionally increase the per share market price of Calyxt Common Stock, it cannot be assured that the Reverse Stock Split will increase the per share market price of Calyxt Common Stock by a multiple of the Reverse Stock Split ratio or, if the Mergers are consummated, result in any permanent or sustained increase in the per share market price of the Class A Common Stock of the Combined Company, which will be dependent upon many factors, including the Combined Company’s business and financial performance, general market conditions and prospects for future success. Thus, while the stock price of the Combined Company might meet the continued listing requirements for the Nasdaq Capital Market initially, it cannot be assured that it will continue to do so.

The Reverse Stock Split may decrease the liquidity of the Combined Company’s Class A Common Stock.

Although the Calyxt Board believes that the anticipated increase in the per share market price of the Combined Company’s Class A Common Stock as a result of the Reverse Stock Split could encourage interest in the Combined Company’s Class A Common Stock and possibly promote greater liquidity for stockholders of the Combined Company, such liquidity could also be adversely affected by the reduced number of shares outstanding after the Reverse Stock Split. The reduction in the number of outstanding shares may lead to reduced trading and a smaller number of market makers for the Combined Company’s Class A Common Stock.

Should the market price of the Combined Company’s Class A Common Stock decline after the Reverse Stock Split, the percentage decline may be greater, due to the smaller number of shares outstanding, than it would have been prior to the Reverse Stock Split. The Reverse Stock Split may be viewed negatively by the market and, consequently, may lead to a decrease in the Combined Company’s overall market capitalization. If the per share market price does not increase in proportion to the exact ratio of the Reverse Stock Split, then the value of the Combined Company, as measured by its stock capitalization, will be reduced. In some cases, the per share market price of companies that have effected Reverse Stock Splits subsequently declined back to pre-reverse split levels, and accordingly, it cannot be assured that the total market value of the Combined

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Company’s Class A Common stock will remain the same after the Reverse Stock Split is effected, or that the Reverse Stock Split will not have an adverse effect on the price of the Combined Company’s Class A Common Stock due to the reduced number of outstanding shares after the Reverse Stock Split.

The Calyxt Board will determine the Reverse Stock Split ratio in its discretion and may consider a variety of factors in making its determination.

If Proposal No. 4 is approved by Calyxt Stockholders, Calyxt, Inc. intends to effect a Reverse Stock Split of its issued common stock by a ratio of not less than 2-to-1 and not greater than 20-to-1, or any whole number in between. If Proposal Nos. 1, 2 and 3 are approved, the exact ratio of the Reverse Stock Split will be determined in the discretion of the Calyxt Board in consultation and cooperation with Cibus Global prior to the Effective Time of the Reverse Stock Split, in accordance with the terms set forth in Proposal No. 4. If Proposal Nos. 1, 2 and 3 are not approved or the Mergers are not consummated, the Calyxt Board may elect to proceed with the Reverse Stock Split even in the absence of completion of the Mergers, and the exact ratio of the Reverse Stock Split will be determined by the Calyxt Board.

One of the purposes of the Reverse Stock Split is to increase the per share market price of Calyxt Common Stock. In addition, the Calyxt Board believes a higher stock price may help generate investor interest in Calyxt. Therefore, the Calyxt Board may consider additional factors in determining to approve a Reverse Stock Split ratio in an attempt to achieve a higher price per share. Such additional factors may include the historical trading price and trading volume of Calyxt Common Stock; the then prevailing trading price and trading volume of Calyxt Common Stock and the anticipated impact of the Reverse Stock Split on the trading market for Calyxt Common Stock; the anticipated impact of the Reverse Stock Split on Calyxt’s ability to raise additional financing; and prevailing general market and economic conditions. For more information on the factors that may be considered in determining the Reverse Stock Split ratio, see “Proposal No. 4: Approval of an amendment to the Calyxt Certificate of Incorporation to effect a Reverse Stock Split at the discretion of the Calyxt Board.”

Risks Related to Calyxt

There is no assurance that the Mergers will be completed in a timely manner or at all. If the Mergers are not consummated, Calyxt’s business could suffer materially and its stock price could decline.

The Closing is subject to a number of closing conditions, including the approval by Calyxt Stockholders of the issuance of shares of Calyxt Common Stock pursuant to the Merger Agreement and other customary closing conditions. If the conditions are not satisfied or waived, the Mergers will not occur or will be delayed.

If the Mergers are not consummated, Calyxt may be subject to a number of material risks, and Calyxt’s business and stock price could be adversely affected, as follows:

If the Mergers are not completed, the Calyxt Board may decide to pursue a liquidation and dissolution of Calyxt. In such an event and in light of Calyxt’s current capital resource constraints, it is unlikely that substantial resources would be available for distributions to stockholders.

While Calyxt has entered into the Merger Agreement with Cibus, the Closing may be delayed or may not occur at all, and there can be no assurance that the Mergers, if completed, will deliver the anticipated benefits

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Calyxt expects or enhance stockholder value. If the Mergers are not completed and the Merger Agreement is terminated under certain circumstances, Calyxt may be required to pay Cibus a termination fee of $1.0 million. Even if a termination fee is not payable in connection with a termination of the Merger Agreement, Calyxt will have incurred significant fees and expenses, which must be paid whether or not the merger is completed. Further, beginning at the earlier of March 15, 2023 and the date Calyxt’s unrestricted cash balance first drops below $1.5 million, Calyxt can request, and Cibus has agreed to provide, the Interim Funding. While the outstanding balance of the Interim Funding will be reduced to zero in connection with the Closing, if the Merger Agreement is terminated under certain circumstances, any portion of the Interim Funding that has been drawn would become due and payable.

If for any reason the Mergers are not completed, the Calyxt Board may elect to, among other things, attempt to complete another strategic transaction, attempt to sell or otherwise dispose of the various assets of Calyxt, or seek to continue to operate Calyxt’s business. Any of these alternatives would be costly and time-consuming and would require that Calyxt obtain additional near-term funding. Calyxt expects that it would be difficult to secure such funding in a timely manner, on favorable terms or at all. Further, in each of the foregoing scenarios, the failure to complete the Mergers may result in negative publicity and a negative impression of Calyxt in the investment community, could significantly harm the market price of Calyxt Common Stock, may affect Calyxt’s relationship with employees, customers and potential customers and other partners in the business community, and may make further impede the ability to raise additional financing.

Calyxt cautions that it may be unable to obtain additional financing or to find a new strategic partner. If a new strategic partner were identified, Calyxt can provide no assurance that it would be able to close an alternative transaction on terms that are at least as favorable as the terms set forth in the Merger Agreement. Accordingly, there is significant risk that such alternatives, if any, may not be successfully consummated, if pursued. To the extent that Calyxt seeks and is able to raise additional capital through the sale of equity or convertible debt securities, Calyxt Stockholders’ ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect their rights as a common stockholder. Debt financing or preferred equity financing, if available, may involve agreements that include covenants limiting or restricting Calyxt’s ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If Calyxt raises funds through strategic transactions or commercial or licensing arrangements with third parties, Calyxt may have to relinquish valuable rights to its intellectual property, technologies, future revenue streams or product candidates or to grant licenses on terms that may not be favorable to it. Even if consummated, it is unlikely that any such transaction will fully address Calyxt’s current capital resource constraints and liquidity challenges, and Calyxt may need to significantly delay or further scale back operations beyond its already narrowly focused operational activities. In such circumstances, the Calyxt Board may decide that it is in the best interests of the Calyxt Stockholders to dissolve the company and liquidate its assets.

If the Mergers are not completed, the Calyxt Board may decide that it is in the best interests of the Calyxt Stockholders to dissolve the company and liquidate its assets. In that event, the amount of cash, if any, available for distribution to the Calyxt Stockholders would depend on the timing of such decision and the timing of such liquidation since the amount of cash available for distribution continues to decrease as Calyxt funds its operations and incurs fees and expenses related to the Mergers, including pursuant to the Interim Funding. In addition, if the Calyxt Board were to approve and recommend, and the Calyxt Stockholders were to approve, a dissolution of Calyxt, it would be required under the DGCL to pay its outstanding obligations, as well as to make reasonable provision for contingent and unknown obligations, prior to making any distributions in liquidation to the Calyxt Stockholders. As a result of this requirement, a portion of Calyxt’s assets may need to be reserved pending the resolution of such obligations. In addition, Calyxt may be subject to litigation or other claims related to a liquidation and dissolution of the company. If a liquidation and dissolution were pursued, the Calyxt Board, in consultation with its advisors, would need to evaluate these matters and make a determination about a reasonable amount to reserve. Accordingly, in such a circumstance and in light of Calyxt’s current capital resources, it is

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highly unlikely that substantial resources, if any, would be available for distributions to stockholders. Calyxt Stockholders would likely lose all or a significant portion of their investment.

Calyxt has engaged in cost reduction and other cash-focused measures, which may result in challenges in managing its business and executing on its business strategy while successfully completing the Mergers.

In light of Calyxt’s recent capital resource constraints in recent quarters, management has implemented cost reduction and other cash-focused measures to manage liquidity, including reduction of capital expenditures, headcount reductions, and renegotiation or termination of professional services agreements. To conserve cash, Calyxt has also strategically evaluated its arrangements with suppliers and service providers and has, in several instances, transitioned such relationships to lower cost alternative providers.

During the course of discussions with Cibus regarding, and following the execution of, the Merger Agreement, Calyxt has further streamlined and focused its business activities on preserving cash sufficient to achieve a closing of the Mergers. Accordingly, Calyxt has taken additional steps to reduce its operating expenses and has focused its continuing operations on scaling production of its Plant Cell Matrix^™ platform with its manufacturing partner, licensing efforts with respect to its PlantSpring^™ technology and plant traits, and continuing to progress its three key customer projects.

Calyxt’s cost reduction measures have included headcount reductions, which result in the loss of institutional knowledge and expertise as well as reallocations and combinations of certain roles and responsibilities, in each case, which could adversely affect Calyxt’s operations. As of January 31, 2023, Calyxt had 28 full-time employees, of which 10 employees are within Calyxt’s administrative, legal and finance functions. Calyxt’s ability to continue its day-to-day operations and to successfully complete the Mergers depends in large part on its ability to retain certain remaining personnel. Despite Calyxt’s efforts to retain employees, one or more key employees could terminate their employment with Calyxt on short notice. The loss of the services of certain employees could potentially harm Calyxt’s ability to consummate the Mergers, to continue its day-to-day business operations, including the progression of its key customer projects, or to fulfill its reporting obligations as a Nasdaq-listed public company.

If for any reason the Mergers are not completed and the Calyxt Board seeks to continue to operate Calyxt’s business, Calyxt will face challenges resulting from its streamlined personnel, who will need to continue to implement Calyxt’s managerial, operational, and financial systems, manage its facilities, and progress customer projects and licensing efforts. As a result, Calyxt’s management may need to divert a disproportionate amount of its attention away from Calyxt’s day-to-day strategic and operational activities and devote a substantial amount of time to managing organizational changes. Further, cash-focused headcount reduction measures may yield unintended consequences, such as attrition beyond Calyxt’s intended reduction in headcount and reduced employee morale. In addition, reductions in the size of Calyxt may result in employees who were not affected by the reductions in headcount seeking alternate employment. The loss of the services of certain employees could potentially harm Calyxt’s ability to continue its day-to-day business operations, including the progression of its key customer projects, or to fulfill its reporting obligations as a Nasdaq-listed public company.

In addition, cost reduction and cash-focused measures that Calyxt has undertaken may result in weaknesses in Calyxt’s infrastructure and operations, an inability to effectively execute on customer acquisition and business development efforts, loss of business opportunities, reduced productivity among remaining employees, and challenges in complying with legal and regulatory requirements.

If the Mergers are not consummated, the negative events referred to above would have a material adverse impact on Calyxt’s business, operations, reputation, and long-term viability. Moreover, negative publicity associated with such cost-reduction activities and Calyxt’s failure to consummate the Mergers could adversely affect Calyxt’s relationships with its suppliers, service providers, customers and potential customers, employees, and other third parties, which in turn could further adversely affect its operations and financial condition.

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The issuance of shares of Calyxt Common Stock to Cibus Global Equityholders in the Transactions will dilute substantially the voting power of Calyxt, Inc.’s current stockholders.

If the Mergers are completed, each outstanding equity interest in Cibus Global will be converted into the right to receive a number of shares of Calyxt Common Stock equal to the exchange ratios determined pursuant to the Merger Agreement. Immediately following the Transactions, pre-Closing Calyxt Stockholders are expected to own approximately 5.0% of the issued and outstanding common stock of the Combined Company, on a fully-diluted basis, and pre-Closing holders of Cibus Global membership units and warrants are expected to own approximately 95.0% of the issued and outstanding Shares of Cibus, Inc., on a fully-diluted basis, in each case, subject to dilution in connection with any additional equity issued by Cibus Global in connection with a contemplated equity financing between signing the Merger Agreement and Closing and certain employee RSU grants which Calyxt, Inc. is authorized to issue prior to Closing. Accordingly, the issuance of shares of Calyxt Common Stock to Cibus Global equity holders in the Transactions will reduce significantly the relative voting power of each share of Calyxt Common Stock held by current Calyxt Stockholders. Consequently, Calyxt Stockholders as a group will have significantly less influence over the management and policies of the combined organization after the Mergers than prior to the Mergers.

If the Combined Company is unable to realize the strategic and financial benefits currently anticipated from the Mergers, the Calyxt Stockholders will have experienced substantial dilution of their ownership interests without receiving the expected commensurate benefit, or receiving only part of the commensurate benefit to the extent the combined organization is able to realize only part of the expected strategic and financial benefits currently anticipated from the Mergers.

The pendency of the Mergers could have an adverse effect on the trading price of Calyxt Common Stock and Calyxt’s business, financial condition, results of operations or business prospects.

The pendency of the Mergers could disrupt Calyxt’s businesses in the following ways, including:

Should they occur, any of these matters could adversely affect the trading price of Calyxt Common Stock or harm Calyxt’s financial condition, results of operations or business prospects.

Risks Related to Calyxt’s Financial Position and Need for Additional Capital

If the Mergers are not completed, Calyxt’s ability to continue as a going concern will depend on its ability to obtain additional near-term financing, which may not be available on acceptable terms or at all. Failure to obtain this necessary capital when needed may force it to delay, limit or terminate its product development efforts or cease operations.

As of September 30, 2022, Calyxt had $7.0 million of cash and cash equivalents. Calyxt’s net loss was $14.1 million for the nine months ended September 30, 2022, and it used $15.6 million of cash for operating activities for the nine months ended September 30, 2022.

Calyxt has incurred losses since its inception. If the Mergers are not completed and Calyxt does not pursue a liquidation and dissolution or an alternative strategic transaction, Calyxt expects to continue to incur significant expenses and operating losses for the next several years.

In light of Calyxt’s recent capital resource constraints in recent quarters, management has implemented cost reduction and other cash-focused measures to manage liquidity, including reduction of capital expenditures,

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headcount reductions, and renegotiation or termination of professional services agreements. To conserve cash, Calyxt has also strategically evaluated its arrangements with suppliers and service providers and has, in several instances, transitioned such relationships to lower cost alternative providers. During the course of discussions with Cibus regarding, and following the execution of, the Merger Agreement, Calyxt has streamlined and focused its business activities on preserving cash sufficient to achieve a closing of the Mergers. In light of these efforts, and taking into account the available Interim Funding from Cibus, Calyxt believes it has sufficient cash to fund operations through the end of the second quarter of 2023.

If the Mergers are not completed and Calyxt does not pursue a liquidation and dissolution, its ability to continue as a going concern will depend on its ability to obtain near-term additional public or private equity or debt financing, obtain government or private grants and other similar types of funding, consummate an alternative strategic transaction, attain further operating efficiencies, and to further reduce or contain expenditures. If Calyxt were unable to raise additional capital in the near term and in a sufficient amount, it would likely need to implement increasingly stringent cost saving measures and significantly delay, scale back, or cease operations, in part or in full. Accordingly, Calyxt’s management has concluded there is substantial doubt regarding its ability to continue as a going concern.

If Calyxt were able to raise additional funds through the issuance of additional debt or equity securities in such circumstances, it could result in substantial dilution to its existing stockholders and increased fixed payment obligations, and these securities may have rights senior to those of Calyxt’s shares of common stock. Any of these events could significantly harm Calyxt’s business, financial condition, and prospects. In light of Calyxt’s current stock price and capital resource constraints, there can be no assurance that a potential financing transaction, if any were available, would be sufficient for Calyxt’s financing needs.

Calyxt currently has no source of material near-term revenue and may never become profitable.

During the course of discussions with Cibus regarding, and following the execution of, the Merger Agreement, Calyxt has streamlined and focused its business activities on preserving cash sufficient to achieve a closing of the Mergers. Accordingly, Calyxt has taken additional steps to streamline its operations and to reduce its operating expenses. Calyxt has focused its operations on: scaling production of its Plant Cell Matrix^™ platform with its manufacturing partner; licensing efforts with respect to its PlantSpring^™ technology and plant traits; and continuing to progress its three key current customer projects—(1) its research collaboration with a leading global food ingredient manufacturer to develop a soybean trait to serve as an alternative to palm oil, (2) its plant-based chemistry pilot project for a major consumer packaged goods company, and (3) supporting late-stage development activities for Calyxt’s improved digestibility alfalfa trait, which was developed with and licensed to S&W Seed Company. While these three projects are important for Calyxt’s overall product development pipeline, none of these projects is expected to generate material revenue in the near term.

There can be no guarantee that the Mergers will be completed within the anticipated timing or at all. If the Mergers are not completed and Calyxt does not pursue a liquidation and dissolution, its ability to continue as a going concern and advance its operations and key products will depend on its ability to obtain in the near-term additional financing. Over the longer term and until Calyxt can generate cash flows sufficient to support its operating capital requirements, it would expect to finance a portion of future cash needs through (i) any remaining cash on hand, (ii) commercialization activities, which may result in various types of revenue streams from (a) future product development agreements and technology licenses, including upfront and milestone payments, annual license fees, and royalties; and (b) product sales from its proprietary BioFactory production system; (iii) government or other third-party funding, (iv) public or private equity or debt financings, (v) the execution of an alternative strategic transaction, or (v) a combination of the foregoing. However, capital generated by commercialization activities, if any, is expected to be received over a period of time and ramping up over the course of several years, with near-term capital potentially unavailable on reasonable terms, if at all.

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Calyxt has a limited operating history, which makes it difficult to evaluate its current business and prospects and to assess its future viability.

Calyxt is an early-stage synthetic biology company with a limited operating history that to date has been focused primarily on R&D and until October 2021 was pursuing prior go-to-market strategies. Calyxt’s operating results for periods prior to October 2021 reflect results under its prior go-to-market strategies, which involved different areas of focus, different cost structures, and different sources of revenues, which, in combination with its limited operating history, may make it difficult to evaluate its current business and prospects and to assess its future viability.

In implementing Calyxt’s current strategic focus on the development of plant-based synthetic biology products, Calyxt encounters risks and difficulties frequently experienced by companies in rapidly developing and changing emergent industries, including challenges in developing products, determining appropriate investments of its limited resources, capital raising, and gaining customers for its novel products and innovations.

Plant-based synthetic biology product development is a highly speculative endeavor. It entails significant upfront R&D investment to scale the BioFactory production system to sufficient levels to support commercialization, and there is significant risk that Calyxt will not be able to scale the BioFactory to these levels, or at all. If the Mergers are not completed and Calyxt does not pursue a liquidation and dissolution, these risks will be exacerbated by Calyxt’s limited capital resources.

To commercialize its products, Calyxt must be successful in using its PCMs to produce target molecules at commercial scale and at a commercially viable cost. If Calyxt cannot finance and achieve commercial scale production levels or commercially viable production economics for enough products to support its business plan, including through establishing and maintaining sufficient commercial scale and volume, it will be unable to achieve a sustainable business.

Calyxt’s commercial scale production costs depend on many factors that could have a negative effect on its ability to sell products developed for customers at competitive prices, including its ability to establish and maintain sufficient commercial scale and volume to attract third party contract manufacturing, referred to as infrastructure partners. There can be no assurance that Calyxt will be able to engage infrastructure partners on acceptable terms, including reasonable costs per unit of production, or at all, or to maintain relationships with existing infrastructure partners.

If the Mergers are not completed and Calyxt does not pursue a liquidation and dissolution and Calyxt is unable to achieve these economies of scale and targeted unit commercial production, its revenues, profitability, and financial condition will be adversely affected.

Risks Related to Calyxt’s Business and Operations

Calyxt’s operational and financial success depends on its ability to successfully deliver synthetic biology solutions for an expanded group of end markets, which is subject to a variety of risks and uncertainties.

Since Calyxt’s inception, it has deployed its technology platform toward delivering plant-based innovations and solutions, primarily to the agriculture end market. In October 2021, Calyxt announced a strategic initiative to focus it on engineering plant-based synthetic biology solutions across an expanded group of end markets, including its initial target end-markets—the cosmeceutical, nutraceutical, and pharmaceutical markets—as well as other potential end markets, including advanced materials and chemical industries, in addition to the agriculture end market. This expanded and diversified focus places significant demands on Calyxt’s management, requires adaptations to its operational infrastructure, and necessitates incremental capital expenditures.

During the course of discussions with Cibus regarding, and following the execution of, the Merger Agreement, Calyxt has streamlined and focused its business activities on preserving cash sufficient to achieve a

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closing of the Mergers. Accordingly, Calyxt has streamlined its operations and to reduced its operating expenses. Calyxt has focused its operations on: scaling production of its Plant Cell Matrix^™ platform with its manufacturing partner; licensing efforts with respect to its PlantSpring^™ technology and plant traits; and continuing to progress its three key current customer projects—(1) its research collaboration with a leading global food ingredient manufacturer to develop a soybean trait to serve as an alternative to palm oil, (2) its plant-based chemistry pilot project for a major consumer packaged goods company, and (3) supporting late-stage development activities for Calyxt’s improved digestibility alfalfa trait, which was developed with and licensed to S&W Seed Company.

If the Mergers are not completed and Calyxt does not pursue a liquidation and dissolution, it would need to execute on its business plan with limited capital resources. If Calyxt fails to effectively and efficiently manage and implement its business strategy, if it is unable to differentiate its offerings and capabilities from competitors in the synthetic biology industry, who may have a more established position in the synthetic biology industry, greater financial and operational resources, and other competitive advantages, or if Calyxt is otherwise not successful in marketing its offerings and capabilities to new target customers, its business, financial condition, and results of operations would be adversely impacted. In addition, to the extent Calyxt faces technological and other challenges, including unanticipated costs or delays in the development of compounds intended to be produced using the BioFactory production system, challenges adapting its technology platform for specific customer-driven plant-based chemistry needs, or the inability to effectively or efficiently scale production, its business, financial condition and results of operations would be adversely impacted. The BioFactory production system and Calyxt’s ability to produce plant-based chemistries remain relatively unproven and may not be successful at scale or at all.

Market participants, including customers and potential investors, may be skeptical of the viability and benefits of Calyxt’s PlantSpring technology platform and its BioFactory production system because they are based on a novel approach and the adoption of complex and emerging technologies. There can be no assurance that Calyxt’s technology will be understood, approved, or accepted by customers, regulators, and potential investors or that Calyxt will be able to sell its services and products profitably at competitive prices and with features sufficient to establish demand. If market participants are skeptical of Calyxt’s technology, its ability to raise capital and the value of its common stock may be adversely affected.

Moreover, because of the novelty and complexity of the PlantSpring platform and BioFactory production system, achieving broad commercial success may require that Calyxt overcomes potential customer skepticism regarding its capabilities, particularly in light of the historical challenges of scaling production in the field of synthetic biology. If Calyxt does not achieve the technical specifications required by its customers or successfully manage new product development processes, or if development work is not performed according to schedule, then its revenue growth from new pipeline products may be prevented or delayed, and its business and operating results may be harmed.

In order for novel products from the PlantSpring technology platform and its BioFactory production system to be successfully commercialized, it will be important for Calyxt to establish relationships not only with customers, but also with their suppliers in order to gain visibility into market trends, feature and specification demands, and manufacturing, regulatory, and distribution challenges. If Calyxt is unable to convince potential customers or their suppliers of the value of its synthetic biology products, it will not be successful in entering these markets and its business and results of operations will be adversely affected.

Calyxt faces significant competition and many of its competitors have substantially greater financial, technical, and other resources than Calyxt.

The market for products developed with synthetic biology is highly competitive, and Calyxt faces significant direct and indirect competition in several aspects of its business. Many of these competitors have substantially greater financial, technical, marketing, sales, distribution, and other resources than Calyxt. Many

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competitors engage in ongoing R&D, and technological developments by its competitors could render Calyxt’s technology less competitive or obsolete, resulting in reduced revenues compared to expectations. As a result, Calyxt may be unable to compete successfully against its current or future competitors, which may result in reductions in revenue, reduced margins, and the inability to achieve market acceptance for its products. Calyxt expects to continue to face significant competition.

The synthetic biology industry is still emerging and is characterized by rapid and significant technological changes, frequent new product introductions and enhancements, and evolving industry demands and standards. Calyxt’s success depends on its ability to sign and initiate commercial programs using its customer demand-driven approach to selecting compounds for development and scaling the production of those compounds in its BioFactory production system. Once commercial scale production occurs those customers will need to purchase the compound and integrate it into their business. Calyxt’s development activity needs to occur on a timely and cost-effective basis, and it will need to continue to advance its technology. Additionally, Calyxt’s customers may face significant competition or other risks that may adversely impact their business and results of operations.

Calyxt’s ability to compete effectively and to achieve commercial success also depends, in part, on its ability to identify and attract customers who contract with it to develop products for use in their production and contracting with those same third parties for the commercialization of those products. Calyxt may not be successful in achieving these factors and any such failure may adversely affect its business, results of operations and financial condition. Due to the lead time involved in developing a product for a customer using Calyxt’s platform, its potential customers will be required to make a number of assumptions and estimates regarding the commercial feasibility of the plant-based chemistry, including assumptions and estimates regarding the demand for those end-products and processes that will utilize the plant-based chemistry developed with Calyxt’s technology, the existence or non-existence of products being simultaneously developed by competitors, potential market penetration and obsolescence, whether planned or unplanned. As a result, it is possible that Calyxt may reach an agreement with a customer who wishes to develop a product that has been displaced by the time of launch, addresses a market that no longer exists or is smaller than previously thought, that end-consumers do not like or otherwise is not competitive at the time of launch, in each case, after the incurrence of significant opportunity costs by Calyxt to develop such a product.

From time to time, third parties who may have competed in the agriculture end market once pursued by Calyxt may seek to license its technology. Calyxt has, in the past, entered such licensing arrangements and may enter such arrangements in the future. In certain circumstances, competitors who license Calyxt’s technology could use those technologies to develop their own products that would compete with products commercialized by Calyxt’s agriculturally focused collaboration partners, which may impact its future royalties.

Calyxt also anticipates increased competition in the future as new companies enter the market and new technologies become available. Calyxt’s technology may be rendered obsolete or uneconomical by technological advances or entirely different approaches developed by one or more of its competitors that are more effective or that enable them to develop and commercialize products more quickly or with lower expense than Calyxt is able to. At the same time, the expiration of patents covering existing technologies reduces the barriers to entry for competitors. If for any reason Calyxt’s technology becomes obsolete or uneconomical relative to competitors’ technologies, this would prevent or limit its ability to generate revenues from the commercialization of its products.

If Calyxt cannot enter into new customer partnerships and successfully execute on the underlying product development projects to bring a customer’s plant-based chemistry to commercial scale production and ultimately sell them the product, its business will be adversely affected.

Calyxt’s approach to product development is customer demand-driven and as a result, its success depends on the number, size, and scope of customer collaborations. Calyxt’s ability to win new business depends on many factors, including its reputation in the market, the differentiation of its PlantSpring technology platform and

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BioFactory production system relative to alternatives, the pricing and efficiency of its offerings relative to alternatives, its financial stability, and its technical capabilities. If Calyxt fails to establish a position of strength in any of these factors, its ability to either sign new customer agreements may suffer and this could adversely affect its prospects.

During the course of discussions with Cibus regarding, and following the execution of, the Merger Agreement, Calyxt has streamlined and focused its business activities on preserving cash sufficient to achieve a closing of the Mergers. Accordingly, Calyxt has streamlined its operations and to reduced its operating expenses. While licensing efforts with respect to its PlantSpring^™ technology and plant traits remains an operational focus, Calyxt’s streamlined workforce and the prioritization of its available resources has substantially limited the number of chemistries being actively pursued by Calyxt. The focus of Calyxt’s management on the Mergers and the uncertainty arising from the Mergers has significantly reduced the number of active projects.

In the course of business development discussions, Calyxt may spend considerable time and money engaging in strategic and feasibility assessments, including understanding the technical specifications of a particular plant-based chemistry, customer concerns and limitations, and the legal or regulatory landscape of a potential program or offering, which may not result in a commercial agreement. Even if an agreement is reached, the resulting relationship may not be successful for many reasons, including Calyxt’s inability to complete the development of a plant-based chemistry to the customers’ specifications or within the customers’ time frames, or unsuccessful development or commercialization of products or processes by its customers. In such circumstances, Calyxt’s revenues from such an agreement might be meaningfully reduced.

Development of new or improved plant-based synthetic biology products that meet customer demand-driven specifications involves risks of failure inherent in the deployment of innovative and complex emerging technologies. Accordingly, if Calyxt or its infrastructure partners experience any significant delays in the development of new products or if new products do not meet customer specifications, its business, operating results, and financial condition would be adversely affected.

Calyxt relies on third parties for at-scale production and other services, and any performance issues by such third parties, or Calyxt’s inability to engage third parties on acceptable terms, may impact Calyxt’s ability to successfully meet its commercial obligations.

Calyxt’s current plan is to contract with third-party infrastructure partners for at-scale production of its Plant Cell Matrix^™ platform and for other R&D services. In the third quarter of 2022, Calyxt signed an agreement with its first infrastructure partner, Evologic Technologies GmbH (Evologic), to further develop and scale the Plant Cell Matrix technology platform. The agreement supports the continued build-out of Calyxt’s plant-based synthetic biology capabilities. Under the terms of the agreement, Evologic will work alongside Calyxt to grow and scale Calyxt’s proprietary PCM technology.

Although Calyxt intends to provide for audit and/or inspection rights for all infrastructure partners and provides infrastructure partners with protocols regarding the production and handing of its plant-based chemistries, it has limited control over the execution of their activities. Poor execution, failure to follow required protocols or regulatory requirements, or mishandling of the plant-based chemistry by any infrastructure partner could impair success, delay production, cause Calyxt to incur incremental costs, or damage the customer relationship.

Even if Calyxt’s infrastructure partners adhere to protocols, production runs and other R&D activities may fail to succeed for a variety of other reasons. Ultimately, Calyxt remains responsible for ensuring work performed is conducted in accordance with the applicable protocol and standards, and reliance on infrastructure partners does not relieve Calyxt of its responsibilities. Should any infrastructure partner fail to comply with these standards, Calyxt’s ability to develop plant-based chemistries in accordance with customer specifications or in a timely manner could be adversely impacted.

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Additionally, if Calyxt is unable to maintain the agreement with its existing infrastructure partner or to enter into agreements with additional infrastructure partners on acceptable terms, or if an engagement is terminated prematurely, it may be unable to conduct or complete research, development, and production in the anticipated manner. For example, establishing and operating infrastructure partner facilities may require Calyxt to make significant capital expenditures, which reduces its cash and places such capital at risk. Also, infrastructure partner agreements may contain terms that commit Calyxt to pay for other costs and amounts incurred or expected to be earned by the plant operators and owners, which can result in contractual liability and losses for it even if it terminates a particular infrastructure partner arrangement or decides to reduce or stop production under such an arrangement. Further, Calyxt cannot be sure that contract manufacturers will be available when it needs their services, that they will be willing to dedicate a portion of their capacity to its projects, or that it will be able to reach acceptable price, delivery, and other terms with the infrastructure partners for the provision of their production services.

If Calyxt’s relationship with any of these infrastructure partners is terminated, it may be unable to enter arrangements with alternative infrastructure partners on commercially reasonable terms, or at all. Switching or adding infrastructure partners can involve substantial cost and require extensive management time and focus. In addition, there is a natural transition period when any new infrastructure partner commences work. As a result, delays may occur, which could materially impact Calyxt’s ability to meet desired development timelines, its achievement of product-related revenues, and profitability.

If Calyxt’s technology licensees are delayed or unsuccessful in their development activities associated with their license of Calyxt technology, Calyxt’s financial results could be affected.

Calyxt’s strategy includes licensing its technology and its historically developed seed-trait product candidates for traditional agriculture to third parties. If Calyxt’s licensees are delayed, are unsuccessful in their development and commercialization efforts, or if they fail to devote sufficient time and resources to support the marketing and selling efforts of products developed using the licenses of Calyxt’s technology, it may not receive milestone and/or royalty payments as expected, and its financial results could be harmed. Further, if these licensee customers fail to market the licensed seed-trait products or products developed with Calyxt’s licensed technology at prices that will achieve or sustain market acceptance for those products, its future royalty revenues could be further harmed. If a product is commercialized by a licensee, its performance may also be impact by numerous risks, including competition from alternative products, product defects, changes in end-consumer demand, changes in law or regulation, or changes in economic conditions. Moreover, licensees have significant discretion in determining the efforts and resources applied to commercializing products utilizing the plant-based chemistries developed by Calyxt, and they may not commit sufficient resources to successfully advance a product candidate or achieve commercial success. Disputes may arise with licensees that cause the delay or termination of commercial contracts for current or future products or that results in costly litigation or arbitration that diverts management attention and resources.

Any outdoor agriculture product development agreements that Calyxt may enter in the future may be delayed or may be unsuccessful, which could adversely affect its financial results.

Calyxt may opportunistically enter into product development arrangements with third parties for the development and commercialization of certain outdoor agriculture seed traits. For example, in the third quarter of 2021, Calyxt announced that it had entered into a research collaboration with a global food ingredient manufacturer based in Asia to develop an improved soybean capable of producing an oil as a commercial alternative to palm oil.

To the extent Calyxt enters into such product development agreements, their success will depend heavily on the efforts and activities of its customer’s commercialization efforts and as a result its ability to achieve milestone payments or generate royalties will not be within its direct control. If an outdoor agriculture product is commercialized by a licensee, its performance may also be impacted by numerous risks, including:

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Calyxt is subject to various risks related to public health crises, including the COVID-19 pandemic, that could have material and adverse impacts on its business, financial condition, liquidity, and results of operations.

Any outbreaks of contagious diseases and other adverse public health developments could have a material and adverse impact on Calyxt’s business, financial condition, liquidity, and results of operations. As has occurred with the COVID-19 pandemic, a global pandemic could cause significant disruption to the global economy, including in regions in which we, Calyxt’s suppliers, infrastructure partners, and customers do business. A regional epidemic or global pandemic and efforts to manage it, including those by governmental authorities, could have significant impacts on national and global financial markets, and could have a significant, negative impact on Calyxt’s and Calyxt’s customers’ operating results. Disruptions could include partial shutdowns of Calyxt’s facilities as mandated by government decree, significant travel restrictions, “work-from-home” orders, limited availability of Calyxt’s workforce, supplier constraints, supply chain interruptions, logistics challenges and limitations, and reduced demand from customers. The COVID-19 pandemic has had, and could continue to have, these effects on the economy and Calyxt’s business.

The extent to which the COVID-19 pandemic will continue to impact Calyxt’s business going forward will be dependent on future developments such as the length and severity of the crisis, the potential resurgence of the crisis, the prevalence and severity of variant strains of the virus, vaccine availability and effectiveness, future government actions in response to the crisis and the overall impact of the COVID-19 pandemic on the global economy and capital markets, among many other factors, all of which remain highly uncertain and unpredictable. This unpredictability could limit Calyxt’s ability to respond to future developments quickly. Additionally, the impacts described above and other impacts of a global pandemic, including the COVID-19 pandemic and responses to it, could substantially increase the risk to Calyxt from the other risks described in this “Risk Factors” section.

Risks Related to Calyxt’s Intellectual Property

Patents and patent applications involve highly complex legal and factual questions, which, if determined adversely to Calyxt, could negatively impact its competitive position.

The patent positions of biotechnology companies and other actors in Calyxt’s fields of business can be highly uncertain and involve complex scientific, legal, and factual analyses. The interpretation and breadth of claims allowed in some patents covering biological compositions may be uncertain and difficult to determine and are often affected materially by the facts and circumstances that pertain to the patented compositions and the related patent claims. The issuance and scope of patents cannot be predicted with certainty. Patents, if issued, may be challenged, invalidated, narrowed, or circumvented. Challenges to Calyxt or its licensors’ patents and patent applications, if successful, may result in the denial of it or its licensors’ patent applications or the loss or reduction in their scope. In addition, defending against such challenges may be costly and involve the diversion of significant management time. Accordingly, rights under any of Calyxt or its licensors’ patents may not provide it with enough protection against competitive products or processes and any loss, denial, or reduction in scope of any of such patents and patent applications may have a material adverse effect on its business.

Even if not challenged, Calyxt or its licensors’ patents and patent applications may not adequately protect its product candidates or technology or prevent others from designing their products or technology to avoid being

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covered by Calyxt or its licensors’ patent claims. If the breadth or strength of protection provided by the patents Calyxt owns or licenses is threatened, it could dissuade companies from partnering with it to develop, and could threaten the ability to successfully commercialize, Calyxt’s product candidates.

If Calyxt or its licensors fail to obtain and maintain patent protection and trade secret protection of its product candidates and technology, it could lose competitive advantage and competition Calyxt faces would increase, reducing any potential revenues and have a material adverse effect on its business.

Calyxt does not seek to protect its intellectual property rights in all jurisdictions throughout the world and it may not be able to adequately enforce its intellectual property rights even in the jurisdictions where it seeks protection.

Filing, prosecuting, and defending patents in all countries and jurisdictions throughout the world would be prohibitively expensive. Patent protection must be sought on a country-by-country basis, which is an expensive and time-consuming process with uncertain outcomes. Calyxt’s intellectual property rights in some countries outside the United States could be less extensive than those in the United States, assuming that rights are obtained in the United States. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United States. Consequently, Calyxt may not be able to prevent third parties from practicing its inventions in all countries outside the United States, or from selling or importing products made using its inventions in and into the United States or other jurisdictions.

Competitors may use Calyxt’s technologies in jurisdictions where it or its licensors do not pursue and obtain patent protection. Further, competitors may export otherwise infringing products to territories where Calyxt or its licensors have patent protection, but where the ability to enforce those patent rights is not as strong as in the United States. These products may compete with Calyxt’s products and its intellectual property rights and such rights may not be effective or enough to prevent such competition.

In addition, changes in, or different interpretations of, patent laws in the United States and other countries may permit others to use Calyxt’s discoveries or to develop and commercialize its technology and products without providing any notice or compensation or may limit the scope of patent protection that Calyxt or its licensors are able to obtain. The laws of some countries do not protect intellectual property rights to the same extent as United States laws and those countries may lack adequate rules and procedures for defending Calyxt’s intellectual property rights.

Furthermore, proceedings to enforce Calyxt’s licensors’ and its patent rights and other intellectual property rights in foreign jurisdictions could result in substantial costs and divert its efforts and attention from other aspects of its business, could put Calyxt or its licensors’ patents at risk of being invalidated or interpreted narrowly, could put it or its licensors’ patent applications at risk of not issuing and could provoke third parties to assert claims against it or its licensors. Calyxt may not prevail in any lawsuits that initiates, and the damages or other remedies awarded to it, if any, may not be commercially meaningful, while the damages and other remedies Calyxt may be ordered to pay such third parties may be significant. Accordingly, Calyxt’s licensors and its efforts to enforce its intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that it develops or licenses.

Third parties may assert rights to inventions Calyxt develops or otherwise regards as its own.

Third parties may in the future make claims challenging the inventorship or ownership of Calyxt or its licensors’ intellectual property. Calyxt has written agreements with R&D partners that provide for the ownership of intellectual property arising from the relationship. Some agreements provide that Calyxt must negotiate certain commercial rights at a later date and others may not include or clearly address the allocation of intellectual property rights. If Calyxt cannot successfully negotiate sufficient ownership and commercial rights to the inventions that result from Calyxt’s use of a third-party partner’s materials, or if disputes otherwise arise with respect to the intellectual property developed through the use of a partner’s samples, Calyxt may be limited in its ability to capitalize on the full market potential of these inventions. In addition, Calyxt may face claims by third

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parties that its agreements with employees, contractors, or consultants obligating them to assign intellectual property to it are ineffective or are in conflict with prior or competing contractual obligations of assignment. Litigation may be necessary to resolve an ownership dispute, and if Calyxt is not successful, it may be precluded from using certain intellectual property and associated products and technology, which could have a material adverse effect on its business.

In addition, the research resulting in certain of Calyxt’s in-licensed patent rights and technology was funded in part by the United States government. As a result, the United States government has certain rights to such patent rights and technology, which include march-in rights. When new technologies are developed with government funding, the government generally obtains certain rights in any resulting patents, including a non-exclusive license authorizing the government to use the invention or to have others use the invention on its behalf. The government can exercise its march-in rights if it determines that action is necessary because Calyxt fails to achieve practical application of the government-funded technology, or because action is necessary to alleviate health or safety needs, to meet requirements of federal regulations, or to give preference to United States industry. Any exercise by the government of any of the foregoing rights could have a material adverse effect on Calyxt’s business.

Any infringement, misappropriation, or other violation by Calyxt of intellectual property rights of others may prevent or delay its product development efforts and may prevent or increase the costs of successful commercialization by Calyxt, its customers or its licensees.

Calyxt’s success will depend in part on its ability to operate without infringing, misappropriating, or otherwise violating the intellectual property and proprietary rights of third parties. Calyxt cannot assure that its business operations, products developed, historically developed agriculture-focused product candidates, and methods and the business operations, products, product candidates and methods of its customers or licensees do not or will not infringe, misappropriate, or otherwise violate the patents or other intellectual property rights of third parties.

The biotechnology industry is characterized by extensive litigation regarding patents and other intellectual property rights. Other parties may allege that Calyxt’s product development activities, products, product candidates or the use of its technologies infringe, misappropriate, or otherwise violate patent claims or other intellectual property rights held by them or that it is employing their proprietary technology without authorization. Patent and other types of intellectual property litigation can involve complex factual and legal questions, and their outcome is uncertain. Any claim relating to intellectual property infringement that is successfully asserted against Calyxt may require it to pay substantial damages, including treble damages and attorneys’ fees if it or its partners are found to be willfully infringing another party’s patents, for past use of the asserted intellectual property and royalties and other consideration going forward if Calyxt is forced to take a license. Such a license may not be available on commercially reasonable terms, or at all. Even if Calyxt was able to obtain a license, it could be non-exclusive, thereby giving its competitors access to the same intellectual property rights or technologies licensed to Calyxt. In addition, if any such claim were successfully asserted against Calyxt and it could not obtain a license, Calyxt or its partners may be forced to stop or delay developing, manufacturing, selling or otherwise commercializing its products, product candidates or other infringing technology, or those it develops with its R&D partners.

Even if Calyxt is successful in these proceedings, it may incur substantial costs and divert management time and attention pursuing these proceedings, which could have a material adverse effect on the organization. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of Calyxt’s confidential information could be compromised by disclosure during this type of litigation. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of Calyxt Common Stock. Such litigation or proceedings could substantially increase Calyxt’s operating losses and reduce the resources available for

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development activities or any future sales, marketing, or distribution activities. If Calyxt is unable to avoid infringing the patent rights of others, it may be required to seek a license, defend an infringement action, or challenge the validity of the patents in court, or redesign its products. Patent litigation is costly and time consuming. Calyxt may not have enough resources to bring these actions to a successful conclusion.

Any of these risks coming to fruition could have a material adverse effect on Calyxt’s business, results of operations, financial condition, and prospects.

Calyxt may be unsuccessful in developing, licensing, or acquiring intellectual property that may be required to develop and commercialize its product candidates.

Calyxt’s programs may involve additional product candidates that may require the use of intellectual property or proprietary rights held by third parties; the growth of its business may depend in part on its ability to acquire, in-license or use these intellectual property and proprietary rights. However, Calyxt may be unable to acquire or in-license any third-party intellectual property or proprietary rights that may be key to development. Even if Calyxt can acquire or in-license such rights, it may be unable to do so on commercially reasonable terms. The licensing and acquisition of third-party intellectual property and proprietary rights is a competitive area, and several more established companies are also pursuing strategies to license or acquire third-party intellectual property and proprietary rights that Calyxt may consider attractive or necessary. These established companies may have a competitive advantage over Calyxt due to their size, capital resources and agricultural development and commercialization capabilities. In addition, companies that perceive Calyxt to be a competitor may be unwilling to assign or license intellectual property and proprietary rights to Calyxt. Calyxt also may be unable to license or acquire third-party intellectual property and proprietary rights on terms that would allow it to make an appropriate return on its investment or at all.

If Calyxt is unable to successfully acquire or in-license rights to required third-party intellectual property and proprietary rights or maintain the existing intellectual property and proprietary rights Calyxt has, it may have to cease development of the relevant program, product, or product candidate, which could have a material adverse effect on its business.

Calyxt licenses a portion of its intellectual property from Cellectis, its largest stockholder, and the University of Minnesota.

Calyxt relies on the intellectual property it licenses from Cellectis and the University of Minnesota. If it does not comply with obligations under the license agreements, it may be subject to damages, which may be significant, and in some cases Cellectis and/or the University of Minnesota may have the right to terminate the license agreement. Any termination of Calyxt’s license agreement with Cellectis or the University of Minnesota could have a material adverse effect on its business and results of operations.

Moreover, any enforcement of the licensed intellectual property could be subject it to challenge by third parties and if any such challenge is successful, such intellectual property could be narrowed in scope or held to be invalid or unenforceable, which could materially impair any competitive advantage afforded to Calyxt by such intellectual property. There can be no assurance that Cellectis or the University of Minnesota will prosecute and maintain such intellectual property in the best interests of Calyxt’s business or at all, and, if Cellectis or the University of Minnesota fails to properly prosecute and maintain such intellectual property, Calyxt could lose rights to such intellectual property, which would materially impair any competitive advantage afforded to it by such intellectual property. For more information regarding Calyxt’s license agreement with Cellectis or the license agreement between Cellectis and the University of Minnesota.

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Risks Related to Calyxt’s Regulatory and Legal Matters

Ethical, legal, and social concerns about products using genetically modified or edited plant cells could limit or prevent the use of Calyxt’s products and technologies and could harm its business.

Calyxt’s technologies and products involve the use of genetically modified or edited plant cells. Public perception about the safety of, and ethical, legal, or social concerns over, genetically engineered products, including genetically modified or edited plant genetic materials, could affect public acceptance of Calyxt’s products. If Calyxt is not able to overcome any such concerns relating to its products, these technologies may not be accepted by its customers or end-users of the customers’ products that incorporate Calyxt’s products. In addition, the use of genetically modified or edited plant cells has in the past received negative publicity, which could lead to greater regulation or restrictions on imports of Calyxt’s products. If Calyxt’s technologies and products are not accepted by its customers or their end-users due to negative publicity or lack of public acceptance, Calyxt’s business could be materially harmed.

Calyxt may become subject to increasing regulation as a result of its hemp development activities, which could require it to incur additional costs associated with compliance requirements.

Calyxt has developed hemp product candidates and explored licensing opportunities in the crop. Hemp is legally distinct from marijuana and recognized as an agricultural crop by the United States government. Federal and state laws and regulations on hemp address production, monitoring, manufacturing, distribution, and laboratory testing to ensure that that the hemp has a THC concentration of not more than 0.3 percent on a dry weight basis. Federal laws and regulations may also address the transportation or shipment of hemp or hemp products. It is difficult to predict whether regulators, such as the USDA or the MDA, will alter the manner in which they interpret existing federal and state laws and regulations on hemp or institute new regulations, or otherwise modify regulations in a way that will render compliance more burdensome. As Calyxt continues to pursue hemp as a product candidate, it may become subject to increasing regulation particular to hemp, which could require it to incur additional costs associated with compliance requirements.

The regulatory environment outside the United States varies greatly from jurisdiction to jurisdiction and there is less certainty how Calyxt’s products will be regulated.

The regulatory environment around gene editing and genetic modification in plants is greatly uncertain outside of the United States and varies greatly from jurisdiction to jurisdiction. Each jurisdiction may have its own regulatory framework regarding genetically modified and gene edited products and materials, which continue to evolve, and which may encapsulate Calyxt’s products. To the extent regulatory frameworks outside of the United States are not receptive to Calyxt’s genetic modification and gene editing technologies, this may limit its ability to expand into other global markets.

Complying with the regulatory requirements outside the United States will be costly and time-consuming, and there is no guarantee Calyxt will be able to commercialize its products outside the United States. Such regulatory requirements may also inhibit Calyxt’s ability to market and sell its products to customers located outside of the United States.

Calyxt cannot predict whether or when any jurisdiction will change its regulations with respect to its products. Advocacy groups have engaged in publicity campaigns and filed lawsuits in various countries against companies and regulatory authorities, seeking to halt regulatory approval or clearance activities or influence public opinion against genetically engineered and/or gene edited products. In addition, governmental reaction to negative publicity concerning Calyxt’s products could result in greater regulation of genetic research and derivative products or regulatory costs that render its products cost prohibitive.

The scale of the industries in which Calyxt intends as the end markets for its products may make it difficult to monitor and control the distribution of Calyxt’s products. As a result, Calyxt’s products may be sold inadvertently within jurisdictions where they are not approved for distribution. Such sales may lead to regulatory challenges or lawsuits against Calyxt, which could result in significant expenses and management attention.

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Calyxt may use biological materials in its business and is subject to numerous environmental, health and safety laws and regulations. Compliance with such laws and regulations and any claims relating to improper handling, storage or disposal of these materials could be time consuming and costly.

Calyxt is subject to numerous federal, state, local and foreign environmental, health and safety laws and regulations, including those governing laboratory procedures, the handling, use, storage, treatment, manufacture and disposal of hazardous materials and wastes, discharge of pollutants into the environment and human health and safety matters. Calyxt’s R&D processes involve the controlled use of hazardous materials, including biological materials. Calyxt may be sued for any injury or contamination that results from its use or the use by third parties of these materials, or may otherwise be required to remediate such contamination, and its liability may exceed any insurance coverage and its total assets. Compliance with environmental, health and safety laws and regulations may be expensive and may impair Calyxt’s R&D efforts. If Calyxt fails to comply with these requirements, it could incur substantial costs and liabilities, including civil or criminal fines and penalties, clean-up costs or capital expenditures for control equipment or operational changes necessary to achieve and maintain compliance. In addition, Calyxt cannot predict the impact on its business of new or amended environmental, health and safety laws or regulations or any changes in the way existing and future laws and regulations are interpreted and enforced. These current or future laws and regulations may impair Calyxt’s research, development or production efforts or result in increased expense of compliance.

The regulatory environment in the United States is uncertain and evolving and may impact Calyxt’s customers’ willingness to utilize its products.

Calyxt anticipates that its customers will be responsible for any regulatory activities associated with development of compounds commissioned from Calyxt. Such regulatory activities may involve significant expense and changes in applicable regulatory requirements could result in substantial increases in the time and costs associated with such activities. It is difficult for Calyxt and its customers to predict whether regulators, such as the USDA or FDA, will alter the manner in which they interpret existing laws and regulations or institute new regulations, or otherwise modify regulations in a way that will subject products utilizing Calyxt’s synthetic biology products to more burdensome standards, thereby substantially increasing the time and costs associated with the regulatory activities of its customers. If the regulatory burden and expense required for the utilization of Calyxt’s products becomes too significant, its customers may seek alternatives that involve lesser regulatory costs.

If Calyxt is sued for defective products and if such lawsuits were determined adversely, it could be subject to substantial damages, for which insurance coverage is not available.

Calyxt expects that some applications of its products will be used as components of customers’ end products and therefore its success will be tied, in part, to the success of such end products. Calyxt cannot be certain that material performance problems, defects, errors or delays will not arise in its products or the end products in which they are used as components.

Calyxt expects to provide warranties that its products will meet customer specifications. The costs incurred in correcting any failures to meet such specifications may be substantial and could adversely affect Calyxt’s business. If Calyxt’s products or the end products of which they are components, contain defects or are delayed, it may experience:

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Risks Related to Ownership of Calyxt Common Stock if the Mergers Are Not Completed

If Calyxt, Inc. is unable to maintain compliance with Nasdaq’s listing requirements, its common stock may be delisted from The Nasdaq Capital Market, which could have a material adverse effect on Calyxt’s financial condition and could make it more difficult for holders of Calyxt Common Stock to sell their shares.

On October 4, 2022, Calyxt, Inc.’s application to list its common stock on The Nasdaq Capital Market, or Nasdaq, was approved by Nasdaq. Calyxt Common Stock was previously listed on The Nasdaq Global Market. Calyxt, Inc. is therefore subject to the continued listing requirements of The Nasdaq Capital Market, including requirements with respect to the market value of publicly held shares, market value of listed shares, minimum bid price per share, and minimum stockholder’s equity, among others, and requirements relating to board and committee independence. If Calyxt, Inc. fails to satisfy one or more of these continued listing requirements, it may be delisted from The Nasdaq Capital Market. In addition, pursuant to Nasdaq rules, if the closing bid price of Calyxt Common Stock is $0.10 or less for 10 consecutive days, Calyxt Common Stock would be subject to immediate delisting. From October 4, 2022 through January 31, 2023, the closing price on Nasdaq of Calyxt Common Stock has ranged from a low of $0.13 to a high of $0.35.

The continued listing of Calyxt Common Stock on the Nasdaq is a condition for the consummation of the Mergers. If the Transactions do not close for any reason, including a delisting of Calyxt Common Stock prior to Closing, such a delisting, if applicable, or the continuing possibility of such delisting, would have an adverse impact on Calyxt’s ability to raise additional financing through the public or private sale of equity securities, significantly affect the ability of investors to trade Calyxt, Inc.’s securities, and negatively affect the value and liquidity of Calyxt Common Stock. Delisting, or the possibility of such delisting, also could have other negative results, including the potential loss of investor confidence or interest in business development opportunities.

At Calyxt, Inc.’s 2022 annual meeting of stockholders on June 1, 2022, Calyxt Stockholders approved an amendment to Calyxt, Inc.’s amended and restated certificate of incorporation to effect a reverse stock split of Calyxt, Inc.’s shares of common stock at a ratio not less than 2-to-1 and not greater than 10-to-1, with the exact ratio set within that range at the discretion of the Calyxt Board. If the Transactions do not close for any reason, Calyxt, Inc. would continue to have the ability to implement this previously approved reverse stock split. However, there can be no assurance that such a reverse stock split, if implemented, will increase the market price of Calyxt Common Stock in proportion to the reduction in the number of shares of Calyxt Common Stock outstanding before the reverse stock split or result in a permanent increase in the market price. In addition, it is possible that the reduced number of issued shares of common stock resulting from a reverse stock split could adversely affect the liquidity of Calyxt Common Stock.

If Calyxt Common Stock becomes subject to the penny stock rules, it would become more difficult to trade shares of Calyxt Common Stock.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If Calyxt, Inc. does not retain its listing on Nasdaq and if the price of Calyxt Common Stock is less than $5.00, Calyxt Common Stock may be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive: (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for Calyxt Common Stock, and therefore stockholders may have difficulty selling their shares of Calyxt Common Stock.

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The market price of Calyxt Common Stock has been and could remain volatile, which could be exacerbated if the merger does not close.

The market price of Calyxt Common Stock has experienced, and may continue to experience, volatility in response to various factors, such as:

Furthermore, stock markets have experienced price and volume fluctuations that have affected, and continue to affect, the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rate changes and international currency fluctuations, may negatively affect the market price of Calyxt Common Stock.

If the Mergers do not close for any reason, Cellectis will continue to possess rights that prevent other stockholders from influencing significant decisions.

As of January 13, 2023, Cellectis holds 48.6% of the outstanding Common Stock of Calyxt, Inc. As of that date, through its stock ownership, together with its enumerated rights under its stockholders agreement with Calyxt, Inc., Cellectis remains Calyxt, Inc.’s controlling stockholder. Pursuant to the stockholders’ agreement between Calyxt, Inc. and Cellectis, Cellectis continues to retain substantial rights with respect to Calyxt, Inc. for so long as it beneficially owns at least 15 percent of the outstanding shares of Calyxt Common Stock (“Cellectis Rights”). The Cellectis Rights include the right to nominate a number of designees for the Calyxt Board representing a majority of the directors, to designate the Chair of the board of directors, and to have at least one designated director serve on each board committee. In addition, the Cellectis Rights include information rights for Cellectis, as well as approval rights over a significant number of key aspects of Calyxt’s operations and management, including certain changes to Calyxt, Inc.’s constitutive documents, the making of any regular or special dividends, the commencement of any voluntary bankruptcy proceeding or any consent to any bankruptcy proceeding, any appointment to or removal from the board of directors, and the consummation of any public or private offering, merger, amalgamation or consolidation of Calyxt, Inc., the spinoff of a business of Calyxt, Inc., or any sale, conveyance, transfer or other disposition of Calyxt, Inc.’s assets. The Cellectis Rights are incorporated into, and form a part of, Calyxt, Inc.’s certificate of incorporation and bylaws, which makes any amendment, repeal, or modification of such rights burdensome.

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Following the Closing, Cellectis is expected to own approximately 2.5 percent of the equity interests of the Combined Company, the Amended Certificate of Incorporation and the Amended Bylaws will no longer incorporate the Cellectis Rights, and all such Cellectis Rights will cease to apply.

However, if for any reason the Mergers are not completed, Cellectis will continue to exercise control with respect to the Cellectis Rights and such Cellectis Rights will continue to apply even after Cellectis’ stock ownership is substantially reduced, whether through dilution or otherwise. In addition, if the Mergers are not completed, certain provisions of the Calyxt Certificate of Incorporation, the Calyxt Bylaws, and other agreements may make it difficult for Calyxt Stockholders to influence its decisions or for another third-party to acquire control of Calyxt, or may discourage other third-parties from attempting to acquire control of Calyxt, in each case, even if these actions were considered beneficial by many stockholders or might involve transactions in which Calyxt Stockholders might otherwise receive a premium for their shares of Calyxt Common Stock. Further, these provisions could limit the price that investors might be willing to pay in the future for shares of Calyxt Common Stock, possibly depressing the market price of its common stock. As a result, stockholders may be limited in their ability to obtain a premium for their shares.

Provisions in the Calyxt Certificate of Incorporation and the Calyxt Bylaws and under Delaware Law could make an acquisition of Calyxt, Inc., which may be beneficial to Calyxt Stockholders, more difficult and may prevent attempts by Calyxt Stockholders to replace or remove Calyxt, Inc.’s current management.

If for any reason the Mergers are not completed and Calyxt does not pursue a liquidation and dissolution or an alternative strategic transaction, the Calyxt Board may pursue an alternative strategic transaction. In such circumstances, provisions in the current Calyxt Certificate of Incorporation and the Calyxt Bylaws may discourage, delay or prevent a merger, acquisition or other change in control of Calyxt that Calyxt Stockholders may consider favorable, including transactions in which Calyxt Stockholders might otherwise receive a premium for their shares of Calyxt Common Stock. These provisions could also limit the price that investors might be willing to pay in the future for shares of Calyxt Common Stock, thereby depressing the market price of Calyxt Common Stock. In addition, because the Calyxt Board is responsible for appointing the members of Calyxt, Inc.’s management team, these provisions may frustrate or prevent any attempts by Calyxt Stockholders to replace or remove Calyxt, Inc.’s current management by making it more difficult for Calyxt Stockholders to replace members of the Calyxt Board. Among other things, these provisions:

Moreover, because Calyxt, Inc. is incorporated in Delaware, Calyxt, Inc. is governed by the provisions of Section 203 of the DGCL, which prohibits a person who owns in excess of 15% of Calyxt, Inc.’s outstanding

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voting stock from merging or combining with Calyxt, Inc. for a period of three years after the date of the transaction in which the person acquired in excess of 15% of Calyxt, Inc.’s outstanding voting stock, unless the merger or combination is approved in a prescribed manner.

Cellectis and Calyxt, Inc.’s directors who have relationships with Cellectis may have conflicts of interest with respect to matters involving Calyxt, Inc., including the Mergers.

Calyxt, Inc.’s current certificate of incorporation provides that none of Cellectis, or any of its officers, directors, agents, shareholders, members, partners, subsidiaries (other than Calyxt, Inc. and any future subsidiaries) and their affiliates will be liable to Calyxt, Inc. or its stockholders for breach of any fiduciary duty by reason of the fact that Cellectis or any such individual directs a corporate opportunity to Cellectis or its affiliates instead of Calyxt, Inc., or does not communicate information regarding a corporate opportunity to Calyxt, Inc. that such person or affiliate has directed to Cellectis or its affiliates. Calyxt, Inc.’s certificate of incorporation also provides that neither Cellectis nor any of its affiliates or any of Calyxt, Inc.’s nonemployee directors will have any duty to refrain from engaging in a corporate opportunity in the same or similar lines of business in which it or any future subsidiaries now engage or propose to engage or otherwise competing with it or any of its future subsidiaries.

Calyxt, Inc.’s license agreement with Cellectis does not restrict Cellectis from competing with Calyxt generally. Cellectis could develop and commercialize agricultural and food products that may compete with Calyxt’s current products or products in its pipeline using Cellectis intellectual property or technologies other than the gene editing technologies Cellectis has licensed to Calyxt. Cellectis could also use the licensed gene editing technologies to develop and commercialize products involving animals and animal cells and these animal-based products may be competitive with Calyxt’s plant-based products in certain circumstances.

One of Calyxt, Inc.’s directors, Laurent Arthaud, is also a director of Cellectis, and prior to the Closing, Cellectis has the right to designate additional directors to serve on the Calyxt Board. Mr. Arthaud and any other directors designated by Cellectis who have relationships with Cellectis will have fiduciary duties to Calyxt and in addition will have duties to Cellectis. Accordingly, there may be real or apparent conflicts of interest with respect to matters, such as the Mergers, affecting both Calyxt and Cellectis, whose interests, in some circumstances, may be different than the interests of other stockholders or its interests.

Calyxt’s ability to use its net operating losses to offset future taxable income may be subject to certain limitations.

As of December 31, 2022, Calyxt had approximately $239.2 million of net operating losses, or NOLs, for federal and state income tax purposes, which may be available to offset federal income tax liabilities in the future. In addition, Calyxt may generate additional NOLs in future years. Calyxt has established a full valuation allowance for its deferred tax assets, including NOLs, due to the uncertainty that enough taxable income will be generated to utilize the assets.

Calyxt’s ability to utilize its NOLs may be limited if it experiences an “ownership change” as defined in Section 382 (Section 382) of the Code. An ownership change generally occurs if certain direct or indirect five percent shareholders increase their aggregate percentage ownership of a corporation’s stock by more than 50 percentage points over their lowest percentage ownership at any time during the testing period, which is generally the three-year period preceding any potential ownership change.

There is no assurance that Calyxt will not experience a current or future ownership change under Section 382 that would significantly limit or possibly eliminate its ability to use its NOLs. Current or potential future transactions by Calyxt involving the sale or issuance of its common stock or pre-funded warrants, or the exercise of common warrants, or a combination of such transactions, may result in ownership changes under Section 382. In addition, Calyxt may experience ownership changes as a result of shifts in the direct or indirect ownership of its stock, some of which may be outside of its control.

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Under Section 382, a current or future ownership change would subject Calyxt to an annual limitation that applies to the amount of pre-ownership change NOLs that may be used to offset post-ownership change taxable income. This limitation is generally determined by multiplying the value of a corporation’s stock immediately before the ownership change by the applicable long-term tax-exempt rate. Any unused annual limitation may, subject to certain limits, be carried over to later years, and the limitation may under certain circumstances be increased by built-in gains in the assets held by such corporation at the time of the ownership change. This limitation could cause Calyxt’s U.S. federal income taxes to be greater, or to be paid earlier, than they otherwise would be, and could cause some of its NOLs to expire unused. Similar rules and limitations may apply for state income tax purposes. There is also a risk that future legal or regulatory changes may limit Calyxt’s ability to use current or future NOLs to offset its future federal income tax liabilities.

Risks Related to the Organization and Governance of Calyxt

Changes to Calyxt’s strategic business focus have placed significant demands on Calyxt’s management and Calyxt’s infrastructure.

Since Calyxt, Inc.’s initial public offering, the strategic focus of the business has undergone changes. Most recently, in October 2021, Calyxt announced the launch of a strategic initiative which focused it on engineering synthetic biology solutions. The changes to Calyxt’s strategic focus has placed, and may continue to place, significant demands on Calyxt’s management and its operational and financial infrastructure. Managing a significant change in business focus requires significant expenditures and allocation of valuable management resources. If Calyxt fails to achieve the necessary level of efficiency as it evolves, its business, financial condition and results of operations would be adversely impacted.

Calyxt depends on attracting and retaining qualified personnel, and its business could be harmed if it cannot attract and retain other qualified personnel.

Calyxt’s business is dependent on its ability to recruit and maintain a highly skilled and educated workforce with expertise in a range of disciplines, including biology, biochemistry, plant genetics, mathematics, and other subjects relevant to its operations. Calyxt’s ability to successfully implement its strategic focus also depends on recruiting and retaining personnel with the necessary background and ability to understand its systems at a technical level to effectively identify and sell to potential new customers. Competition for these highly skilled employees is intense.

To attract top talent, Calyxt believes it needs to offer competitive compensation and benefits packages, including equity incentive compensation, which may require significant investment. If Calyxt is unable to offer competitive compensation this may make it more difficult for it to attract and retain key employees. Moreover, if the perceived value of Calyxt’s equity awards declines, as it has over the past two years, it may adversely affect Calyxt’s ability to attract and retain key employees.

Further, all of Calyxt’s current employees are employed at-will and could depart with little or no prior notice. If Calyxt does not maintain the necessary personnel to accomplish its business objectives, it may experience staffing constraints that adversely affect its ability to support its R&D programs, customer acquisition efforts, and operations.

There can be no assurance that Calyxt will be successful in attracting or retaining such personnel and the failure to do so could have a material adverse effect on its business, financial condition, and results of operations.

Calyxt’s business and operations would suffer in the event of computer system failures, cyber-attacks, or a deficiency in its cyber-security.

Increased information systems security threats, cyber- or phishing-attacks and more sophisticated, targeted computer invasions pose a risk to the security of Calyxt’s systems and networks, and the confidentiality,

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availability, and integrity of its data, operations, and communications, and the exposure to such risks is enhanced in Calyxt’s remote work environment as a result of the COVID-19 pandemic. Cyber-attacks against Calyxt’s technology platform and infrastructure could result in exposure of confidential information, the modification of critical data, and/or the failure of critical operations. Likewise, improper or inadvertent employee behavior, including data privacy breaches by employees and others with permitted access to Calyxt’s systems, may pose a risk that sensitive data may be exposed to unauthorized persons or to the public. While Calyxt attempts to mitigate these risks by employing a number of measures, including security measures, employee training, comprehensive monitoring of networks and systems, maintenance of backup and protective systems, and incident response procedures, if these measures prove inadequate, Calyxt could be adversely affected by, among other things, loss or damage of intellectual property, proprietary and confidential information, data integrity, and communications or customer data, increased costs to prevent, respond to, or mitigate these cyber security threats and interruptions of its business operations.

Calyxt’s business activities are conducted at a limited number of locations, which makes it susceptible to damage or business disruptions caused by natural disasters or acts of vandalism.

Calyxt’s current headquarters and R&D facilities, which include an office, labs, the BioFactory pilot facility, greenhouses, and field-testing plots are in Roseville, Minnesota. Calyxt takes precautions to safeguard its facilities, including insurance, health and safety protocols, and off-site storage of critical research results and computer data. Although Calyxt maintains levels of insurance that it believes are customary for its industry, its insurance policies may not cover certain losses, or losses may exceed Calyxt’s coverage limits. A natural disaster, such as a hurricane, drought, fire, flood, tornado, earthquake, or other intentional or negligent acts, including acts of vandalism, could damage or destroy Calyxt’s equipment, inventory, development projects, data, and cause it to incur significant additional expenses to repair or replace the damaged physical facilities, which increase the development schedule for the products under development for customers.

Risks Related to Cibus

Risks Related to Cibus’ Business and Operations

Cibus’ operating history makes it difficult to assess its future prospects.

Cibus’ commercial strategy is focused on the development and licensing for royalties of intellectual property associated with agricultural productivity traits and more sustainable industrial ingredients, in each case developed with Cibus’ RTDS gene-editing technology.

While this focus has been a consistent part of Cibus’ commercial strategy since its inception, Cibus previously had a broader range of activities in the agriculture market. In respect of agricultural products, Cibus’ commercial strategy was initially bifurcated between commercial sales of Cibus’ proprietary branded canola seed, SU Canola (canola tolerant to specific sulfonylurea herbicides), and the development and licensing of its RTDS-developed productivity traits to leading seed companies. In October 2020, as part of a sharpening of its strategic direction and focus, Cibus divested its canola seed breeding assets and focused its business solely on developing key productivity traits for the largest global crops: canola, rice, soybean, corn and wheat.

Since October 2020, Cibus has focused primarily on research and development of RTDS-developed productivity traits and more sustainable low-carbon ingredients, and the licensing of the intellectual property associated with these product candidates.

Cibus’ operating history under this more focused strategy has been limited, which may make it difficult to evaluate its current business and future prospects. Cibus has encountered, and will continue to encounter, risks and difficulties frequently experienced by growing companies in the rapidly developing biotechnology industry. These risks and difficulties include challenges in determining appropriate investments of Cibus’ limited resources, gaining market acceptance of the gene-edited trait and ingredient products developed using its RTDS, managing a complex regulatory landscape, developing new trait products and competing against other companies operating in Cibus’ industries.

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Cibus may not be able to fully implement or execute on its commercial strategy or realize, in whole or in part within its expected time frames, the anticipated benefits of its growth strategies. Cibus’ business and prospects should be evaluated in light of the risks and difficulties it faces as a growing company focused on developing novel disruptive technologies for the agriculture and the industrial ingredients markets.

Cibus has incurred significant losses and anticipates that it will continue to incur significant losses for several years.

Historically, Cibus has incurred net losses and had an accumulated deficit. The amount of Cibus’ future net losses will depend, in part, on the amount of its future operating expenses and the pace at which they are incurred, the satisfaction of its Royalty Liability (as defined herein) and its interest expense related thereto, and its ability to obtain funding through its licensing activities, through equity or debt financings or through grants or partnerships.

With respect to its Royalty Liability, Cibus expects the liability balance to continue to increase each year until 2035, as the accretion of interest expense will outpace the cash payments for royalties due, and the related non-cash interest expense recorded to increase in conjunction with the underlying liability balance. As a result of its limited commercial licensing revenue, Cibus expects to continue to incur significant expenses and operating losses for at least the next several years. Cibus anticipates that such expenses will increase substantially if it, directly or through partners:

The net losses Cibus incurs may fluctuate significantly from year-to-year and quarter-to-quarter, such that a period-to-period comparison of its results of operations may not be a good indication of its future performance. In any particular period or periods, Cibus’ operating results could be below the expectations of investors, which could cause the value of its securities to decline.

Cibus faces significant competition and many of its competitors have substantially greater financial, technical and other resources than Cibus does.

The markets for agricultural productivity traits and more sustainable, low-carbon ingredients are highly competitive, and Cibus faces significant competition in its businesses.

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In agriculture, competition for improving plant genetics comes from traditional and advanced plant breeding techniques, as well as from the development of desirable plant traits through gene-editing techniques. Competition for the discovery of new desirable traits based on biotechnology is likely to come from a relatively small number of major global agricultural chemical companies, smaller biotechnology research companies and institutions, and academic institutions. For improving crop yields, Cibus’ traits compete as a system with other practices, including the application of crop protection chemicals, fertilizer formulations, farm mechanization, other biotechnology, and information management. Programs to improve genetics and chemistry are generally concentrated within a relatively small number of large companies, while non-genetic approaches are underway with a broader set of companies. With respect to more sustainable ingredients, competition comes from traditional chemical and non-sustainable ingredients primarily produced by global health and nutrition companies, large international chemical companies and companies specializing in specific products, such as flavor or fragrance ingredients, as well as from emerging alternatives produced from renewable sources, including fermentation and synthetic biology.

Many of Cibus’ current or potential competitors, either alone or with their research and development or collaboration partners, have significantly greater financial resources and expertise in research and development, marketing and licensing than Cibus does. Further, many competitors have well-developed networks for their products, including valuable historical relationships with potential customers that we are seeking to engage with. Smaller or early-stage companies may also prove to be significant competitors, particularly through research and development and collaborative arrangements with large and established companies. Competitors also compete with Cibus in recruiting and retaining qualified scientific and management personnel, as well as in acquiring technologies complementary to, or necessary for, Cibus’ programs. Future mergers and acquisitions may result in a concentration of resources among an increasingly smaller number of competitors.

Cibus intends to compete on the basis of: innovation; product performance and quality; development cost and price; market priorities, including increasing focus on sustainability, climate change and social responsibility. Cibus’ ability to compete effectively depends, in part, on its ability to successfully: evaluate needs and market demand in the seed and ingredients markets; control costs; develop commercial licensing relationships with established seed companies and end-users of industrial ingredients; innovate new productivity traits and more sustainable ingredients that are attractive to the market; navigate regulatory requirements; and license traits and ingredients in a timely and cost-efficient manner.

Ultimately, if Cibus cannot demonstrate that its productivity traits and more sustainable ingredient products are better alternatives to existing product options, Cibus may not succeed in its markets, which failure would adversely affect its business, results of operations and financial condition.

Many of Cibus’ existing competitors invest substantial resources in ongoing research and development, and Cibus also anticipates increased competition as new companies enter the market. To the extent that its competitors introduce new technologies, particularly in the area of gene editing, such developments could render Cibus’ products or technology obsolete, less competitive or uneconomical. In this case, such technological advances or new approaches to trait development could prevent or limit Cibus’ ability to generate revenue from the commercial licensing arrangements.

Cibus relies on gene-editing technologies that may become obsolete in the future.

Cibus relies on its proprietary RTDS technologies, such as the GRON, to develop its productivity traits and low-carbon, sustainable industrial ingredient products. If its competitors are able to refine existing gene-editing technologies to be, or develop new gene-editing technologies that are, superior to its RTDS technologies, Cibus may face reputational damage and a decline in the demand for its productivity traits and sustainable ingredient products. Its technologies may be rendered obsolete or uneconomical by technological advances or entirely different approaches developed by one or more of its competitors that are more effective than RTDS or that enable them to develop and commercialize products more quickly or with lower expense than Cibus is able to do.

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If for any reason Cibus’ technologies become obsolete or uneconomical relative to its competitors’ technologies, this would prevent or limit Cibus’ ability to generate revenues from the commercial licensing of its traits or ingredient products.

Cibus’ success is dependent on demand for its productivity traits and more sustainable ingredient products, which can be adversely impacted by various factors.

Cibus’ success depends on demand for its productivity traits and more sustainable ingredient products, which may be adversely impacted by a variety of factors, including factors unrelated to Cibus and many of which are outside of Cibus’ control.

In agriculture, demand for seed generally and demand from seed companies for specific traits depends on a variety of factors, including downstream demand for specific crops. For example, because China is the world’s largest importer of soybeans, a severe downturn in the Chinese economy could have a negative effect on global soybean sales and as a result, the demand for soybean seeds in the U.S. market, including soybean seeds that include Cibus’ productivity traits.

With respect to more sustainable, low-carbon ingredients, demand is primarily driven by global societal and political movements to accelerate a transition to sustainable consumption. For example, hundreds of companies, including numerous large multinational corporations, have publicly committed to achieving net-zero carbon emissions by 2040.

Demand for Cibus’ productivity traits and more sustainable ingredient products could decline as a result of various factors, including because of availability of more cost effective or better performing alternatives or as a result of failure by its licensees to effectively compete in their respective industries. A decline in demand for Cibus’ productivity traits, more sustainable industrial ingredient products, or downstream products containing Cibus intellectual property could have a material adverse effect on Cibus’ business, results of operations and financial condition.

Cibus’ business activities are currently conducted at a limited number of locations, and damage or business disruptions at these locations would have an adverse effect on its business.

Cibus’ current headquarters is located in San Diego, California. Substantially all of its research and development operations, including its RTDS automation capabilities and the facilities of Nucelis, are conducted at its headquarters location. In addition, Cibus’ first generation parent seed is also produced by Cibus staff in greenhouses near its headquarters and hybrids designated for testing are developed using several different cooperators, primarily in Chile.

Cibus takes precautions to safeguard its facilities, including maintaining customary insurance coverage, implementing safety protocols, and keeping critical research results and computer data backed-up on off-site storage networks. However, damage to, or destruction of, critical facilities, equipment, inventory or development projects, or any business disruptions at Cibus’ critical locations, whether due to natural disasters, acts of vandalism or otherwise, could cause substantial delays in research and development activities and commercial licensing efforts and could cause Cibus to incur additional expenses.

Cibus’ research and development efforts may be slower than expected and not be successful.

The development and advancement of Cibus’ productivity traits and more sustainable industrial ingredient products entail substantial research and development efforts using complex technology platforms, such as its RTDS. These development efforts require significant investments, including expenses relating to laboratory, greenhouse and field testing, and lab- and pilot-scale fermentation infrastructure.

Historically, Cibus has incurred significant research and development expenses. Cibus intends to continue to invest in research and development to develop and validate its technologies, productivity traits and sustainable

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ingredient products. Notwithstanding its investments in research and development, there is significant risk that Cibus will not be able to achieve its development goals in the desired timeframe or at all, and Cibus may not realize significant product revenue in the near term, if ever.

Moreover, the application of gene-editing technologies can be unpredictable, and may prove to be unsuccessful when attempting to achieve desired productivity traits in different crops and plants or to produce sustainable ingredient products at scale. For example, Cibus’ productivity traits that perform in the greenhouse may not achieve similar performance levels in the field, or may achieve varying performance levels as a result of environmental and geographic conditions, and Cibus’ sustainable ingredient products developed at lab-scale or pilot-scale may not be successfully generated at commercial scale. Any such variations could substantially harm Cibus’ ability to license the relevant intellectual property for such productivity traits or sustainable ingredient candidates.

Development using innovative and complex technologies, such as Cibus’ RTDS, is subject to the risks that, among other things:

Lastly, the field of gene editing, particularly in plants and microorganisms, is still in its early stages. Unexpected or negative developments from the use of RTDS, including with respect to the exhibition of unanticipated undesirable traits or characteristics, could adversely affect the commercial value of Cibus’ product offerings and harm its reputation. In addition, negative developments arising from its competitors’ use of certain gene-editing technologies could harm the reputation of gene-editing technology, generally.

Cibus may direct its limited resources toward productivity trait or sustainable ingredient candidates that prove to be less profitable or successful than others that it did not pursue.

Cibus has limited financial and managerial resources, which Cibus must expend on the basis of its expectations about, and forecasts of, market demand. As a result, Cibus may forego or delay the pursuit of opportunities with certain productivity trait or sustainable ingredient candidates that later prove to have greater commercial potential than those that Cibus does choose to develop. Its resource allocation decisions may lead Cibus to fail to capitalize on commercially viable productivity trait or sustainable ingredient candidates or profitable market opportunities. Its spending on current and future research and development programs and productivity trait or sustainable ingredient candidates may never yield commercially viable products sufficient to sustain its business and operations.

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Cibus intends to license the intellectual property with respect to its productivity traits and sustainable ingredient products to third parties for use in their products, and will be dependent on them to successfully commercialize such products.

Cibus’ business model contemplates that it will license to third parties the intellectual property with respect to substantially all of the productivity traits and sustainable ingredients it develops for sale in their product offerings. Cibus’ licensee customers will typically oversee the development and commercialization of products containing such licensed intellectual property. In such cases, Cibus’ ability to achieve milestone payments or generate royalties is not within its direct control and will substantially depend on the efforts and success of its licensee customers.

If Cibus’ licensees are delayed or unsuccessful in introducing Cibus’ licensed intellectual property into their products or commercializing the products that contain Cibus’ licensed intellectual property, or if they fail to devote sufficient time and resources to support the marketing and selling efforts of those products, Cibus may not receive royalty payments as expected and its financial results could be harmed. Further, if these licensee customers fail to market products incorporating Cibus’ intellectual property at prices that will achieve or sustain market acceptance for those products, Cibus’ royalty revenues could be further harmed.

Any partnerships that Cibus may enter into in the future may not be successful.

Cibus may seek research and development partnerships or joint venture arrangements with third parties for the development or commercialization of certain intellectual property. To the extent that Cibus pursues such arrangements, Cibus will face significant competition in seeking appropriate partners. Moreover, such arrangements are complex and time-consuming to negotiate, document, implement and maintain. Cibus may not be successful in establishing or implementing such arrangements. The terms of any partnerships, joint ventures or other arrangements that Cibus may establish may not be favorable to Cibus.

The success of any future partnerships or joint ventures is uncertain, and will depend heavily on the efforts and activities of Cibus’ partners. Such arrangements are subject to numerous risks, including the risks that: