UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 7.01. | Regulation FD Disclosure. |
As previously disclosed, on January 13, 2023, Calyxt, Inc, (“Calyxt”) and Calypso Merger Subsidiary, LLC, a wholly-owned subsidiary of Calyxt, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cibus Global, LLC, a Delaware limited liability company (“Cibus”) and certain blocker entities identified in the Merger Agreement. As a result of the transactions contemplated by the Merger Agreement, pre-closing Calyxt stockholders are expected to own approximately 5.0% of issued and outstanding common stock of the resulting public company, which will be renamed Cibus, Inc., and pre-closing holders of Cibus membership units and warrants are expected to own approximately 95.0% of the issued and outstanding common stock of resulting public company, in each case subject to certain limitations, dilution, and adjustments contemplated in the Merger Agreement.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference is the form of an investor presentation, which has been prepared by Cibus, to be used to discuss the transaction with certain of Calyxt’s and Cibus’ securityholders and other persons, as an updated and alternative form of investor presentation furnished on a Current Report on Form 8-K on March 28, 2023 (the “Alternative Investor Presentation”). The information furnished in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Cautionary Statement Regarding Forward-Looking Statements
The information included in this Current Report on Form 8-K and the materials incorporated by reference herein include “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of present or historical fact included herein, regarding the transactions, the ability of the parties to the Merger Agreement to consummate the transactions, the benefits of the transactions, Calyxt’s future financial performance (including its liquidity and capital resources and cash runway), the combined company’s future performance following the transactions, and the potential for global regulatory developments, as well as Calyxt’s, Cibus’ and the combined company’s respective strategies, future operations, financial positions, prospects and plans as well as the objectives of management are forward-looking statements. Words such as “expects,” “continues,” “may,” “will,” “approximately,” “intends,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.
These forward-looking statements are based on the current expectations and assumptions of Cibus’ and Calyxt’s management about future events and are based on currently available information as to the outcome and timing of future events. Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Calyxt and Cibus. These risks include, but are not limited to, (i) the risk that the conditions to the closing of the proposed transactions are not satisfied, including the failure to obtain stockholder approval of matters related to the proposed transactions in a timely manner or at all, (ii) uncertainties as to the timing of the consummation of the proposed transactions, (iii) risks related to Calyxt’s capital resources and the ability of Calyxt and Cibus, respectively, to correctly estimate and manage their respective operating expenses and expenses associated with the proposed transactions, (iv) risks related to Calyxt’s continued listing on the Nasdaq Capital Market until closing of the proposed transactions, (v) risks associated with the possible failure to realize certain anticipated benefits of the proposed transactions, including with respect to future financial and operating results; (vi) uncertainties regarding the impact that any delay in the closing of the proposed transactions would have on the anticipated cash resources of the combined company upon closing of the proposed transactions and other events and unanticipated spending and costs that could reduce the combined company’s cash resources; (vii) the potential for the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement; (viii) the possible effect of the announcement, pendency or completion of the proposed transactions on Calyxt’s or Cibus’ business relationships, operating results and business generally; (ix) risks related to unexpected costs related to the proposed transactions; (x) the potential for, and uncertainty associated with the outcome of, any legal proceedings that have been or may be instituted against Calyxt or Cibus or any of their respective directors or officers related to the Merger Agreement or the transactions contemplated thereby; (xi)
risks associated with the ability of Calyxt and Cibus to protect their respective intellectual property rights; (xii) the potential impact of competitive responses to the proposed transactions and changes in expected or existing competition; (xiii) the possibility that Calyxt, Cibus or the combined company may be adversely affected by other economic, business, or competitive factors; (xiv) risks associated with the loss of key employees of Calyxt or Cibus; (xv) risks associated with changes in applicable laws or regulations and the potential impact of such changes on Calyxt’s, Cibus’ or the combined company’s ability to advance product development and commercialization; and (xvi) other risks and uncertainties identified from time to time in documents filed or to be filed with the Securities and Exchange Commission (the “SEC”) by Calyxt or the combined company, including those discussed in the “Risk Factors” section of Calyxt’s Annual Report on Form 10-K/A, which was filed with the SEC on March 3, 2023. Should one or more of the risks or uncertainties occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. In addition, the forward-looking statements included in this Current Report on Form 8-K represent Calyxt’s and Cibus’ views as of the date hereof. Calyxt and Cibus anticipate that subsequent events and developments will cause the respective company’s views to change. Calyxt and Cibus specifically disclaim any obligation to update such forward-looking statements in the future, except as required under applicable law. These forward-looking statements should not be relied upon as representing Calyxt’s or Cibus’ views as of any date subsequent to the date hereof.
Important Additional Information
In connection with the proposed transactions, Calyxt has filed materials with the SEC, including a registration statement on Form S-4 (the “Form S-4”), which includes a proxy statement of Calyxt for the stockholders of Calyxt and that will serve as a prospectus of Calyxt and an information statement of Cibus, and other documents relating to the proposed transactions. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS, INCLUDING THE FORM S-4 AND THE PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT CALYXT, CIBUS AND THE PROPOSED TRANSACTIONS. After the Form S-4 is declared effective, the definitive proxy statement included in the Form S-4 will be mailed to Calyxt stockholders as of a record date to be established for voting on the matters to be considered at the Calyxt special meeting of stockholders being held in connection with the transactions. The Form S-4, the proxy statement/prospectus included therein, and other materials filed by Calyxt with the SEC may be obtained free of charge from the SEC’s website (www.sec.gov) or from Calyxt by directing a request to: Calyxt, Inc., 2800 Mount Ridge Road, Roseville, MN 55113.
Participants in the Solicitation
Calyxt, Cibus and their respective directors, executive officers and other members of management may be deemed to be participants in the solicitation of proxies with respect to the proposed transactions under the rules of the SEC. Information about the directors and executive officers of Calyxt is set forth in Calyxt’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2022, which was filed with the SEC on March 3, 2023, and its definitive proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on March 22, 2023.
Other information regarding persons who may, under the rules of the SEC, be deemed to be participants in the proxy solicitation and a description of their interests in the transaction, by security holdings or otherwise, are included in the proxy statement/prospectus included in the Form S-4 and other relevant materials filed with the SEC regarding the proposed transaction. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Calyxt or the SEC’s website, as indicated above.
No Offer or Solicitation
This Current Report on Form 8-K and the materials incorporated by reference herein, which have been prepared by Cibus, shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Calyxt, Cibus or the combined company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made in the United States except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, a public offer will not be made directly or indirectly, in or into any
jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone or internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Alternative Investor Presentation (April 2023) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Calyxt, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 4, 2023
| CALYXT, INC. | ||
| By: | /s/ Michael A. Carr | |
| Name: | Michael A. Carr | |
| Title: | President and Chief Executive Officer | |
Exhibit 99.1 The Future of Breeding™ D r i v i n g S u s t a i n a b l e A g r i c u l t u re™ A p r i l 2 0 2 3
“Investing in seed innovation is one of the best ways to ensure food security.” - Bill Gates 2 2
The Past & the Present The Oldest Industry without a Technological Moment Breeding is Still a Lengthy and Random Process 3
Gene Editing Can be that Moment Regulation of Traits as Similar to Conventional Breeding is Enabling this Moment Scale is Making Gene Editing the “Analogue to Digital Moment” for Agriculture The EU is a Key Driver - The European Union has announced that in Q2 2023, they will release their proposals for new gene editing regulations. - EU represents > 100 MM acres 4
Gene Editing Transforms Breeding Trait Development in a Scale Semi-Automated “End-to-End” Process Enables a “Timebound & Predictable” System to Develop Traits “Nature Identical” Traits Traits from Trait Machine that are conventional breeding like. Bio-Mfg. Standards Pharma Standard Quality Control & Assurance. RTDS 5
Background Plant Genetics Business FOUNDED EMPLOYEES - Cibus Develops Genetic Traits for Seed Companies 2001 ~200 HEADQUARTERS Products San Diego, CA 1) Productivity Traits for Major Crops Productivity traits that make crops more adaptable to the environment, have increased yields or require less chemicals. Crop Focus 2) Sustainable Ingredients - Major Oil Crops Renewable products or materials that that don’t negatively impact the environment SOYBEAN during production, use, or disposal. CANOLA - Major Grain Crops Technology Non-GMO* Gene Editing CORN RICE OVER 400 ISSUED OR PENDING PATENTS WHEAT *See Slide 11 for the difference between GMO and Non-GMO Gene Editing Technologies 6 6
See: Cibus.com for Announcement & Details https://www.Cibus.com/press-release.php Merger Combines Key Technologies in Gene Editing Productivity Traits Sustainable Ingredients Gene Edited Plants Plants, Micro-Organisms Oil Seeds Cereals Yarrowia Plant Cell Matrix (Both) (Both) (Cibus) (Calyxt) 7
Technology & Business RTDS®/Trait Machine™ - Revolutionary Breeding Platform 1- Changes Scale, Speed & Accuracy 2- Changes Opportunity Set - Disease, Nitrogen Use, Climate Change 8
Foreign DNA / Gene Edit RTDS® Transgene Insertion Cibus RTDS Trait Technology Proprietary Non-GMO GMO Trait Technology Genetic Modification w/o Gene Editing Platform Genetic Modification integrating integrating Foreign DNA/Transgene Foreign DNA/Transgene Traits are Conventional Breeding-like” PROCESS PROCESS Foreign DNA or Transgene No Foreign DNA or Transgene integrated in Editing Process Integrated in Editing Process TRAIT PRODUCT TRAIT PRODUCT Final Product has Foreign Material Final Product is “Nature identical” (*) The above charts shows the difference between GMO Trait Technology and RTDS’s trait technology. These differences are central to a global regulatory movement to regulate Gene Editing similarly to traditional breeding. In the US, 9 South America and certain key markets, RTDS technology is not regulated as GMO.
RTDS Drives Step Changes in Breeding Two Ways 1– Prototyping: Accelerates Development & Proof of Concept 2– Production: Accelerates Speed to Market. Trait Machine Trait Machine directly Once a trait is developed, Trait Machine accelerates accelerates prototyping or edits a customer’s time to commercialization. testing of different traits. elite germplasm. 10
Business Model: Traits Distributed in Seeds by Seed Co’s Seed Companies In-License Traits for Specific Characteristics E.G.: In 2018, Corteva disclosed that they pay ~$750 million in Trait Royalties.(*) WHO TURN TO TURN TO Farmers Seed Companies Plant Trait Developers Challenged by the impacts of Seed germplasm & crop specific Develop productivity traits and Environment & Climate change productivity traits drive crop license Trait IP to Seed Co’s. performance and competition. Seed Co’s pay Trait Co’s Royalties Farmers pay Seed Co’s trait fees for IP associated with Traits within total cost charged for seed. and/or germplasms. 11 11
Revenue Model: Royalties Long History of Trait Licensing & Royalty Payments Royalties (Trait Fees) based on “Value Per Acre” Trait Fees NA & SA Trait Market $2.1B Soybean ➢ Accessible Acres ~400 MM $1.0B ➢ Trait Fee Acres Cotton Major Crops 2020 Est. > 300 MM Trait Fees (NA & SA) $0.4B ➢ Avg. Trait Fee/Acre by Crop Canola $10-$15/Acre Current Market (Weeds & Insects) ~$8 B ~400 MM Acres $0.2B ➢ Est. 2020 Trait Fees Other > $8 Billion $4.1B Corn (1) Source: Company estimates, BCG, FDA.gov., AgbioInvestor 2021. (2) 2020 Traits fees are predominantly for GMO-based traits in North & South America 12 12 Note: See slide 24 regarding data assumptions in this presentation. 12 Trait Fee Pricing is based on Trait Specific Economics
Product Review Pipeline 3- Developed Products 3- Advanced Products 13
Well Developed Broad Initial Pipeline EST. CIBUS TRAIT ACRES 6 Traits Initially Targeting Canola, Rice & Soybean* Trait Machine Enables Serving Same Trait to Multiple Crops, Customers SPECIALTY TRAITS ~30 MM Four of the Six Traits have Applicability for Multiple Crops * Acres based on Canola, Rice, Soybean in N.A.,S.A., EU MULTI-CROP TRAITS ~640 MM Advanced Note: See slide 24 for data sources & assumptions. 14 14 14
Initial Commercial Model: Trait Machine Platforms for 3 Crops (Canola, Rice, Soybean) Addressing >250 MM Acres 4 of 6 Trait Products Linked to Multiple Crops; 3 Traits Starting Commercialization Cibus’ Initial Trait Machine Platforms Service > 250 Million Acres Acres * Mkt. Note: See slide 24 for data sources & assumptions. Canola Rice Soybean MM MM MM TAM: TAM: 46 ACRES 11 ACRES TAM: ACRES 190 Soybean Traits Traits Traits 5 3 5 STATS: STATS: STATS: Traits Traits Traits Fees (est.) ~$5-$15 Fees (est.) Fees (est.) ~$20-$30 ~$10-$30 Progress Progress Progress - Lead - Customers 10 - Customers 1 Customer GDM - PSR Trait - HT1, HT2 Trait (>50mm acres} Transfers (est) 2023 Trait Transfers 2023 15 * Acreage for North & South America, Europe
Lead Developed Trait: PSR: Pod Shatter Reduction - Canola/WOSR Quantifiable Savings & Pricing, Recently Issued Product Patent*, Initial Trait Acres ~15 MM Commercial Progress: POD Shatter Reduction Developed & Transferring Sheaths or pods shatter in rain/high winds, causing yield Collaborations. losses of 10% or more. 10 Transfers have started PSR reduces pod shatter . Est. Acres for ~15 MM and associated seed losses Initial Customers 1st Transfer 2023 Est. Commercial Strengthens sheath 2025 Launch PSR: That holds oil seeds. Photo credit to the Canola Council of Canada * See slide 24 for data sources & assumptions. 16 16
Lead Advanced Trait Sclerotinia White Mold Resistance The First Disease Trait, Major Need in Canola & Soybean, Est. Trait Fees Acres ~80 MM Sclerotinia Resistance Major Crops Canola/ Soybean Sclerotinia WOSR Builds plant’s defense mechanisms Resistance to prevent Sclerotinia from infecting Est. Trait and colonizing a Soybean, Canola or ~30 MM ~50 MM Fee Acres Winter Oilseed Rape plants. . Est. Trait Fee ~$5-$10 ~$5-$10 Direct benefit from improved yields, reducing fungicide cost and their applications. Molecular Confirmation Yes Yes Green House Confirmation NA 2023 * See slide 23 for data sources & assumptions. NA Field Validation (Est.) 2024 17 17
Corn & Wheat Platforms Will Add to TAM* Timeline: Corn and Wheat Trait Machine Platform Expected by 2025. Major collaborations are Expected in both Crops by 2024. Accessible Acreage for the 5 Major Crops is ~ 530 Million Acres Accessible TRAIT ACRES * Acres based on Corn and Wheat in N.A..,S.A., EU MULTI-CROP TRAITS ~394 MM Advanced Note: See slide 24 for sources & assumptions. 18 18 18
Multi-Crop Strategies Drive Business The Business is Focused on Developing “Blockbusters” - Multi-crop Traits with 100 Million Acre+ Market Need - Targeting Trait Fees Ranging from $5 to $30 per Acre Target Areas Sustainable Ingredients Resistance Traits Efficiency Traits PLANT OUTPUTS CLIMATE CHANGE Renewable products that don’t Addressing the impacts of climate negatively impact the environment such as drought & weather during production, use, or disposal. NUTRIENT PROCESSING Able to better process available Nutrient. Reduces fertilizer needs. PROCESS OUTPUTS Replacing inputs or process materials AGRONOMY that negatively impact the environment. Physiological traits that improve yields and farmability 19 19
Tech Strategy: Crop Specific Trait Machine Platforms Build Crop Specific Platforms with a Pipeline of Stacked Traits Available to Each Customer. Trait Machine Enables Incorporating (or Stacking) Multiple Traits Directly in a Specific Crop. Example: Cibus has a Multi-Trait Pipeline for Canola Est. Cibus Trait Acres* Est. Trait Royalty* Pod Shatter (PSR) 25 MM $5-$10/Acre Sclerotinia Resistance 30 MM $5-$10/Acre Herbicide Tolerance #2 20 MM $5-$10/Acre Canola Herbicide Tolerance #1 15 MM $5-$10/Acre OSR ~46 MM Acres Nutrient Use Efficiency 46 MM $10-$15/Acre ~140 MM Royalty Potential Sclerotinia, HT#2, HT#1 & NUE based on Potential Cibus (in dark gray) are Multi-Crop Traits Customer & Geogrpahy Trait Fee Acres • Trait Fee Pricing is based on Trait Specific Economics. Photo credit to the Canola Council of Canada 20 See slide 23 for additional data sourcing & assumptions. 20 20
Business Strategy: ➢ Build Trait Machine Crop Platforms as Breeding Extensions for all Major Crops ➢ Build Family of 100 Million Acre + Multi-Crop Traits Trait Fees $2.1B Soybean The Underlying Scale of Traits Major Crops $1.0B NA&SA ➢ Major Traits are Applicable Cotton ~400 MM Acres 2020 Est. to and Across Multiple Crops (Note: EU Approval will Trait Fees $0.4B ➢ Trait Royalties are Paid for Each add ~100 mm acres) by Crop Canola Trait for its Specific Economics ~$8 B $0.2B ➢ Est. 2020 Trait Fees Across Other Multiple Crops: ~ $8 Billion See slide 23 regarding data assumptions in this presentation. $4.1B rd Current 3 party trait market is primarily GMO traits. Corn (1) Source: Company estimates, BCG, FDA.gov., AgbioInvestor 2021. (2) 2020 Traits fees are predominantly for GMO-based traits in North & South America * See slide 21 regarding data assumptions in this presentation. 21 21 Trait Fee Pricing is based on Trait Specific Economics 21
Disclaimer Securities Law Matters Acreage Data This presentation has been prepared by Cibus Global, LLC (the Company ), and the Company This presentation has 2 available acreage calculations: TAM-Total Accessible Acres and Trait is responsible for its contents. It shall not constitute an offer, nor a solicitation of an offer, of Fees Acres. These are based on the company’s estimate of total hybrid acres available in: the sale or purchase of securities, nor shall any securities of the Company be offered or sold, North America, South America & Europe for each crop. European acres are not currently in any jurisdiction in which such an offer, solicitation or sale would be unlawful. Neither the accessible. These acres depend on a favorable outcome of the current EU Parliamentary Securities and Exchange Commission nor any state securities commission has approved or process. They are shown to show the potential increase in available acres if the EU were to disapproved of the transactions contemplated hereby or determined if this presentation is pass the proposed legislation. The EU is expected to address these changes in 2023. truthful or complete. Any representation to the contrary is a criminal offense. Intellectual Property “Cibus,” “RTDS,” “Rapid Trait Development System,” “FALCO,” “SU Canola,” “Nucelis,” “ASAP,” Forward Looking Statements “A Different Breed,” “Trait Machine,” “Inspired by Nature,” “Driving Sustainable Agriculture,” This presentation contains forward-looking statements that involve risks and uncertainties. “Reshaping Crop Protection,” “Reinventing Trait Development”, “Timebound & Predictable”, These forward-looking statements relate to, among other things, the expected timetable for “Driving Trait & Breeding Innovation”, “Future of Breeding”, the Cibus logo and other development of certain crop traits and our future financial performance, including our trademarks or service marks of Cibus appearing in this presentation are the property of Cibus. operations, economic performance, financial condition, prospects and other future events. Trade names, trademarks and service marks of other companies that appear are the property These forward-looking statements are only predictions and are largely based on our current of their respective holders and do not imply a relationship with, or endorsement or expectations. These forward-looking statements appear in a number of places in this sponsorship of us, by these other companies. Solely for convenience, trademarks and trade Presentation. In addition, a number of known and unknown risks, uncertainties and other names in this presentation appear without the ™ and ® symbols, but any such failure to factors could affect the accuracy of these statements. These risks may cause our actual results, appear should not be construed as indicating that their respective owners will not assert their levels of performance or achievements to differ materially from any future results, levels of rights with respect thereto. activity, performance or achievements expressed or implied by these forward- looking statements. Company Data & Projections 1. Developed means validated field trials (Canola PSR, rice HT1, HT3); Advanced development Industry and Market Data means editing process underway with known edit targets. Beginning Development means Information about market and industry statistics contained in this presentation is included early stage of initial edits. based on information available to the Company that it believes is accurate in all material 2. TAM, Addressable Markets and Trait Fee Acres company estimates based on industry sources. respects. It is generally based on academic and other publications that are not produced for There can be no assurance that Trait Fee Acres can be achieved. purposes of securities offerings or economic analysis. The Company has not reviewed or 3. Trait Machine Platforms are operational in canola and rice. Soybean is expected to be included data from all sources, and the Company cannot assure potential investors of the operational in Q2 2023. accuracy or completeness of the data included in this presentation. Forecasts and other forward-looking information obtained from these sources, including estimates of future rd 3 Party Data market size, revenue and market acceptance of products and services, are subject to the same 1. Trait Fee information are 2020 estimates based on data from Agbioinvestor, US Gov., BCG qualifications and the additional uncertainties accompanying any forward-looking statements. and 3rd party consultants. Traits are predominantly GMO traits. 2. Corteva, 2018 Trait Royalties are from Corteva public disclosure. 22 22