Filed Pursuant to Rule 424(b)(3)
Registration No. 333-269764

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 designate 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 remain outstanding as a share of Class A Common Stock at the First Blocker Merger Effective Time without any conversion or exchange thereof.

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 (or, in the case of warrants, surrendered to Cibus, Inc. for exchange) and converted into the right to receive the following (the “Cibus Merger Consideration,” and together with the Blocker Merger Consideration, the “Merger Consideration”):

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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 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 Calyxt Common Stock outstanding immediately prior to the First Blocker Merger.

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 Shares of Cibus, Inc., on a Fully-Exchanged Basis, taking into consideration all dilutive equity instruments as of that date, as described in the accompanying proxy statement/prospectus, and legacy holders of Cibus Global membership units (including profits interest 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 as described in the accompanying proxy statement/prospectus, in each case, subject to dilution in connection with any additional equity issued in the Continuing Series F Financing or the Potential Calyxt Financing, certain Calyxt RSU grants that Calyxt, Inc. is permitted to issue prior to Closing and outstanding options and warrants of Calyxt, Inc., which as of the mailing date of accompanying proxy statement/prospectus are out-of-the-money.

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 such Electing Members prior to the Closing. In connection with the Up-C structure, at Closing, (i) Cibus, Inc. and the Electing Members will become party to the Cibus Amended Operating Agreement, (ii) Cibus, Inc., Cibus Global and the Electing Members will enter into an Exchange Agreement, and (iii) 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. Calyxt made an initial draw under the Interim Funding on March 15, 2023, an additional draw on March 30, 2023 and expects to make additional draws prior to Closing. 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 “The Merger Agreement—Cibus Global Interim Funding” 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. has filed 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 the Class A Common Stock will trade under the symbol “CBUS.” On April 17, 2023, the last trading day before the date of the accompanying proxy statement/prospectus, the closing sale price of Calyxt Common Stock was $0.31 per share.

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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 9:00 a.m., Central Time, on May 18, 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. 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 at www.virtualshareholdermeeting.com/CLXT2023SM.

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 outstanding Calyxt 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 Supporting Unitholders, 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 (the “Calyxt Board”) and the Cibus Global board of managers (the “Cibus Board”) have each 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, Board 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 40 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 April 18, 2023, and is first being mailed to Calyxt, Inc. stockholders on or about April 18, 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 MAY 18, 2023

Dear Stockholders of Calyxt, Inc.:

On behalf of the board of directors of Calyxt, Inc. (the “Calyxt Board”), 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”), and (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 webcast at www.virtualshareholdermeeting.com/CLXT2023SM on May 18, 2023 at 9:00 a.m. Central Time for the following purposes:

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The record date for the Calyxt Special Meeting is April 12, 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 49,735,490 shares of common stock outstanding and entitled to vote. Calyxt, Inc.’s list of stockholders as of April 12, 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 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, mail, or the internet by following the instructions provided on the enclosed proxy card or voting instruction form.

To attend the Calyxt Special Meeting, you will need the 16-digit control number that is printed in the box marked by the arrow on your proxy card. Calyxt, Inc. recommends that you log in starting 15 minutes before the Calyxt Special Meeting to ensure that you are logged in when the meeting starts. Online access will begin at 8:45 a.m. Central Time. The Calyxt Special Meeting platform is fully supported across browsers (Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Stockholders should ensure that they have a strong internet connection if they intend to attend and/or participate in the Calyxt Special Meeting. Attendees should allow plenty of time to log in (starting 15 minutes before the Calyxt Special Meeting) and ensure that they can hear streaming audio prior to the start of the Calyxt Special Meeting. 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 and 5. The

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affirmative vote of the majority of the votes cast affirmatively or negatively by holders present or represented by proxy at the Calyxt Special Meeting and entitled to vote on the subject matter is required for approval of Proposal Nos. 6 (on an advisory basis) and 7. Approval of Proposals No. 1, 3 (on an advisory basis) 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 subject matter.

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, which are non-binding and advisory in nature, 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.

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 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 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 May 2, 2023.

“AIML” means artificial intelligence and machine learning.

“Allocation Schedule” means the schedule attached to the Merger Agreement as Exhibit G (as such schedule shall be amended and revised from time to time prior to the Closing), setting forth for each holder of a Cibus Unit and of a Cibus Warrant and of an equity interest in each Blocker: (i) the number and class of interests of Cibus Global and each Blocker, as applicable, held by such Person, and (ii) the portion of the Merger Consideration to be allocated to such Person.

“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., as amended as of 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 Common Warrants” means the warrants to purchase 7,760,000 shares of Calyxt Common Stock at an exercise price of $1.41 issued by Calyxt, Inc. in its February 2022 follow-on offering.

“Calyxt Contracts” means the contracts listed in Schedule 4.12 in the Calyxt disclosure schedule.

“Calyxt PSU” means a performance stock unit of Calyxt, Inc.

“Calyxt RSU” means a restricted stock unit of Calyxt, Inc.

“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.

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

“Calyxt Support Agreements” means the Voting Agreements, each dated January 13, 2023, 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 held voting power of approximately 49.8% of the then outstanding Calyxt Common Stock.

“Canola” refers to both Canola and Winter Oilseed Rape.

“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 Schedule 3.11 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.

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

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

“Cibus Preferred Units” means each of the Cibus Series A Preferred Units, Cibus Series B Preferred Units, Cibus Series C Preferred Units, Cibus Series D Preferred Units, Cibus Series E Preferred Units and Cibus Series F Preferred Units.

“Cibus Series A Preferred Unit” means a membership unit representing a convertible preferred membership interest in Cibus Global, authorized as part of Cibus Global’s Series A financing.

“Cibus Series B Preferred Unit” means a membership unit representing a convertible preferred membership interest in Cibus Global, authorized as part of Cibus Global’s Series B financing.

“Cibus Series C Preferred Unit” means a membership unit representing a convertible preferred membership interest in Cibus Global, authorized as part of Cibus Global’s Series C financing.

“Cibus Series D Preferred Unit” means a membership unit representing a convertible preferred membership interest in Cibus Global, authorized as part of Cibus Global’s Series D financing.

“Cibus Series E Preferred Unit” means a membership unit representing a convertible preferred membership interest in Cibus Global, authorized as part of Cibus Global’s Series E financing.

“Cibus Series F Preferred Unit” means a membership unit representing a convertible preferred membership interest in Cibus Global, authorized as part of Cibus Global’s Series F financing.

“Cibus Support Agreements” means the Voting Agreements, each dated January 13, 2023, 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, held voting power of approximately 54.3% of the then outstanding voting Cibus Units.

“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 Units, pre-Closing Cibus PIUs and Cibus Warrants.

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“Cibus Warrant” means a warrant to purchase Cibus Units.

“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.

“Continuing Series F Financing” means the sale of additional Cibus Series F Preferred Units following the date of the Merger Agreement and prior to the Closing at a cash purchase price of $2.00 per Cibus Series F Preferred Unit and on other terms substantially the same as sales of Cibus Series F Preferred Units by Cibus Global prior to the date of the Merger Agreement. For the avoidance of doubt, the Series F Purchase Commitment is part of the Continuing Series F Financing.

“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.

“Contribution Agreement” means the Contribution Agreement, to be 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.

“Dilutive Issuances” means any potential issuances following the date of the Merger Agreement of (i) up to an additional 3,487,503 Calyxt RSUs (of which 3,468,083 have been issued as of the date of this proxy statement/prospectus), which Calyxt RSUs will, if issued, be subject to accelerated vesting upon Closing, (ii) 7,760,000 shares of Calyxt Common Stock issuable upon the exercise of outstanding Calyxt Common Warrants with an exercise price of $1.41 per share issued by Calyxt, Inc. in its February 2022 follow-on offering, (iii) shares of Calyxt Common Stock underlying stock options issued by Calyxt pursuant to its Equity Plans, all of which were out-of-the-money as of January 13, 2023, (iv) shares of Calyxt Common Stock underlying 336,668 Calyxt PSUs subject to accelerated vesting, with the actual amount determined based on the applicable performance metrics pursuant to Calyxt’s Equity Plans (other than the issuance at Closing of 150,000 shares of Class A Common Stock upon the accelerated vesting of 150,000 outstanding Calyxt PSUs), (v) any Cibus Series F Preferred Units pursuant to the Continuing Series F Financing, and (vi) any Class A Common Stock in connection with any Potential Calyxt Financing.

“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.

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“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 Units.

“Election Form” means a merger consideration election form in a form mutually satisfactory to Cibus Global and Calyxt, Inc. that Cibus Global will mail to each holder of Cibus Units that is a Top 99 Holder promptly after the date this proxy statement/prospectus is declared effective by the SEC.

“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 Cibus, 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.

“Exchange Ratio” means, without having given effect to any Reverse Stock Splits, the exchange ratio of 3.17045722397476.

“Excluded Units” means the Cibus 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 Amendment” means the First Amendment to the Merger Agreement, dated as of April 14, 2023, by and among Calyxt, Inc. and Cibus Global.

“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.

“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.

“Fully-Exchanged Basis” means on a basis, in each case, without taking into account the effect of the Reverse Stock Splits:

(1) giving effect to (a) the issuance at Closing of all Merger Consideration, (b) the issuance at Closing of 1,260,461 shares of Class A Common Stock upon the accelerated vesting of 1,260,461 Calyxt RSUs that were

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outstanding at the time the Merger Agreement was executed, (c) the issuance at Closing of 150,000 shares of Class A Common Stock upon the accelerated vesting of 150,000 outstanding Calyxt PSUs, and

(2) without giving effect to (t) the issuance prior to Closing of up to an additional 3,487,503 Calyxt RSUs (of which 3,468,083 have been issued as of the date of this proxy statement/prospectus), which are subject to accelerated vesting upon Closing, (u) the issuance of 7,760,000 shares of Calyxt Common Stock issuable upon the exercise of outstanding Calyxt Common Warrants with an exercise price of $1.41 per share issued by Calyxt, Inc. in its February 2022 follow-on offering, (v) the issuance of any shares of Calyxt Common Stock underlying stock options issued by Calyxt pursuant to its Equity Plans, all of which were out-of-the-money as of January 13, 2023, (w) the issuance of any shares of Calyxt Common Stock underlying 336,668 Calyxt PSUs subject to accelerated vesting, with the actual amount determined based on the applicable performance metrics pursuant to its Equity Plans (other than those expressly covered by clause (1)(c) above), (x) the issuance of any Cibus Series F Preferred Units pursuant to the Continuing Series F Financing, (y) the issuance of any Calyxt securities in connection with any Potential Calyxt Financing, and (z) the forfeiture of any Calyxt RSUs, Calyxt PSUs, or Calyxt Stock Options that may occur pursuant to Calyxt’s Equity Plans, including 450,000 Calyxt PSUs that are expected to be forfeited in connection with the departure of Calyxt’s principal executive officer at Closing.

“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.

“Initial Reverse Stock Split” means the reverse stock split of all of the shares of Calyxt Common Stock outstanding at the time of effectiveness thereof by a ratio of 1-for-10, approved by Calyxt Stockholders at the 2022 Annual Meeting and expected to be effected, as determined in the discretion of the Calyxt Board and as agreed to by Cibus, prior to the Subsequent Reverse Stock Split.

“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.

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“Merger Consideration” means the shares of Class A Common Stock and Class B Common Stock, 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.

“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.

“Outside Date” means May 15, 2023, as may be extended pursuant to Section 8.1(b) of the Merger Agreement.

“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 and the Electing Members.

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

“Potential Calyxt Financing” means one or more potential private placements and/or registered offerings by Calyxt, Inc., as agreed with Cibus Global, of Class A Common Stock, subject to compliance with the requirements of applicable Nasdaq shareholder approval rules and the issuance of which is subject to, and conditioned upon, the Closing of the Transactions.

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

“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 Splits” means, collectively, the Initial Reverse Stock Split and the Subsequent Reverse Stock Split.

“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 Cibus Warrants that were exchanged for the rights to future royalty payments.

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

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“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.

“Series F Purchase Commitment” means the commitment entered into in January 2023 by New Ventures Agtech Solutions, LLC, an entity affiliated with Cibus Global’s Chairman and Chief Executive Officer, Rory Riggs, to purchase $50,000,000 of Cibus Series F Preferred Units at a purchase price of $2.00 per Cibus Series F Preferred Unit and on other terms substantially the same as sales of Cibus Series F Preferred Units by Cibus Global prior to the date of the Merger Agreement, except that, unless agreed otherwise, the Series F Purchase Commitment is conditioned upon, and the Cibus Series F Preferred Units that are the subject of the Series F Purchase Commitment will be issued immediately prior to, the Closing of the Transactions.

“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 as of July 25, 2017, by and among Calyxt, Inc., Cellectis and the persons listed therein.

“Subsequent Reverse Stock Split” means the proposed reverse stock split of all of the shares of Calyxt Common Stock outstanding at the time of effectiveness thereof by a ratio in the range of not less than 1-for-2 and not greater than 1-for-10, with the implementation and timing of such Subsequent Reverse Stock Split, as determined in the discretion of the Calyxt Board and as agreed to by Cibus, to be at or prior to the Closing of the Transactions, as described in Proposal No. 4 in the proxy statement/prospectus and to be considered and voted upon at the Calyxt Special Meeting.

“Subsequent Reverse Stock Split Factor” shall be equal to the number of shares of Calyxt Common Stock converting onto one share of Calyxt Common Stock in connection with the Subsequent Reverse Stock Split.

“sulfonylurea herbicides” means 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, but including any investor who has delivered an irrevocable commitment as of the date of the Merger Agreement to purchase Cibus Units prior to the Closing) that, prior to the Mailing Date (as defined in the Merger Agreement), is among the 99 largest holders of Cibus Units, measured based on each member’s Cibus Units (excluding Cibus PIUs, but including Cibus Warrants or options to purchase and instruments convertible into membership interests of Cibus Global), on a fully diluted basis.

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

“Transactions” means, 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 to 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 Cibus, Inc.

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

“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 for additional copies of materials should be made prior to 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. 333-269764), 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 April 18, 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. The names and trademarks Cellectis® and TALEN®, along with any other trademarks, trade names, and service marks of Cellectis appearing in this this 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,” “Future of Breeding^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 industry 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 Statement Concerning Forward-Looking Statements.”

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QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS

Except where specifically noted, the following information and all other information contained in this proxy statement/prospectus does not give effect to the Reverse Stock Splits described elsewhere in this proxy statement/prospectus and does not give effect to the issuance of any equity in the Continuing Series F Financing or the Potential Calyxt Financing.

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 designate two classes of Cibus, Inc. 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 remain outstanding as a share of Class A Common Stock without any conversion or exchange thereof.

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 of the equityholder of the applicable Blocker 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 162 of this proxy statement/prospectus.

At the Cibus Merger Effective Time, all of the issued and outstanding Cibus Units, and all outstanding Cibus Warrants or options to purchase Cibus Units, 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 162 of this proxy statement/prospectus.

Immediately following the Cibus Merger, (i) each pre-Closing Cibus Unit and pre-Closing Cibus Warrant, 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 Cibus Warrant held by Cibus, Inc. as a result of the warrant exchanges described in the description of the Merger Consideration 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.

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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 own approximately 5.0% of issued and outstanding Shares, on a Fully-Exchanged Basis, and Cibus Unitholders are expected to own approximately 95.0% of the issued and outstanding Shares, on a Fully-Exchanged Basis, in each case, subject to dilution in connection with any Dilutive Issuances.

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. In connection with the Up-C structure, at Closing, (i) Cibus, Inc. and the Electing Members will become party to the Cibus Amended Operating Agreement, (ii) Cibus, Inc., Cibus Global and the Electing Members will enter into an Exchange Agreement, and (iii) 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 Cibus Units, all outstanding Cibus PIUs, and all outstanding Cibus Warrants or options to purchase Cibus Units, will be cancelled (or, in the case of Cibus Warrants, surrendered to Cibus, Inc. for exchange) and converted into the right to receive the following:

For a more complete description of what Cibus Unitholders will receive in the Mergers, see the section entitled “The Merger Agreement—Merger Consideration” beginning on page 162 of this proxy statement/prospectus.

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The Up-C structure allows future taxable income of Cibus Global that is allocated to the Electing Members to be generally taxed on a pass-through basis, and therefore, such income will generally not be subject to corporate taxes at the entity level. Additionally, the holders of Up-C Units may exchange their Up-C Units for shares of Class A Common Stock, 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 Up-C Units that exchange such Up-C Units for shares of Class A Common Stock 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 192 of this proxy statement/prospectus.

At the 2022 Annual Meeting, Calyxt Stockholders approved an amendment to the Calyxt Certificate of Incorporation to effect a reverse stock split of Calyxt Common Stock at a ratio not less than 1-for-2 and not greater than 1-for-10, with the exact ratio set within that range at the discretion of the Calyxt Board. Calyxt, Inc. expects to effect the Initial Reverse Stock Split to regain compliance with the Bid Price Rule prior to the Subsequent Reverse Stock Split and the Closing.

In addition, in connection with the Transactions and subject to the approval of Proposal No. 4 by the Calyxt Stockholders at the Calyxt Special Meeting, at or prior to the Closing of the Transactions, and subsequent to the Initial Reverse Stock Split, Calyxt, Inc. may implement the Subsequent Reverse Stock Split. If Proposal No. 4 is approved, the implementation and timing of the Subsequent Reverse Stock Split will be determined in the discretion of the Calyxt Board and as agreed to by Cibus. Among other things, the Subsequent

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Reverse Stock Split may provide greater certainty regarding Cibus, Inc.’s ability to maintain compliance with the Bid Price Rule and may make the Class A Common Stock more attractive to a broader range of institutional and other professional investors.

On March 15, 2023, Calyxt, Inc. made an initial draw of $500,000 under the Interim Funding and made an additional draw on March 30, 2023. Calyxt, Inc. anticipates continuing to draw on the Interim Funding in accordance with its terms through Closing.

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 (a) a termination by Cibus resulting from the fraud or willful breach of the Merger Agreement by Calyxt, Inc. (in which case Calyxt, Inc. 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 termination by Calyxt, Inc. if it accepts a superior offer (in which case Calyxt, Inc. 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 Global in the event Calyxt, Inc. shall have an adverse change in condition or Calyxt, Inc. materially breaches its obligations with respect to soliciting an alternative acquisition (in which case Calyxt, Inc. 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.

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Cibus Series F Preferred Units issued pursuant to the Continuing Series F Financing, including those to be issued pursuant to the Series F Purchase Commitment, will convert into Shares of Cibus, Inc. based on the Exchange Ratio. Any Cibus Series F Preferred Units issued pursuant to the Continuing Series F Financing, including those to be issued pursuant to the Series F Purchase Commitment, will have the effect of diluting the anticipated post-Closing ownership percentage of Cibus, Inc. for both Calyxt Stockholders and Cibus Unitholders (other than those purchasing additional Cibus Series F Preferred Units in the Continuing Series F Financing, to the extent of such purchases).

Because such shares of Class A Common Stock would be issued subject to, and conditioned upon, the Closing of the Transactions, any Class A Common Stock issued pursuant to the Potential Calyxt Financing will have the effect of diluting the anticipated post-Closing ownership percentage of Cibus, Inc. for both Calyxt Stockholders and Cibus Unitholders (other than Calyxt Stockholders and/or Cibus Unitholders purchasing Class A Common Stock in such Potential Calyxt Financing, to the extent of such purchases).

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

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transactions by the Cibus Global members requires (i) approval by a majority of each of the issued and outstanding Cibus Series D Preferred Units, Cibus Series E Preferred Units and Cibus Series F Preferred Units to convert all issued and outstanding Cibus Preferred Units into Cibus Global voting common units on a one-for-one basis and (ii) approval by a majority of all issued and outstanding Cibus Preferred Units 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 173 of this proxy statement/prospectus.

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. Abstentions will have the same effect as a vote “AGAINST” Proposal No. 4. Abstentions will have no effect on the outcome of Proposal No. 7. 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, which are non-binding and advisory in nature, 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 Mergers—Material U.S. Federal Income Tax Consequences of the Cibus Merger.”

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Stockholder of Record: Shares Registered in Your Name

If, at the close of business on the record date for the Calyxt Special Meeting, 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, by mail, or on the internet as instructed on the proxy card to ensure your vote is counted.

Calyxt Stockholders are invited to attend the Calyxt Special Meeting, which will be a virtual meeting held exclusively via live webcast. To attend the Calyxt Special Meeting, you will need the 16-digit control number that is printed in the box marked by the arrow on your proxy card. Calyxt, Inc. recommends that you log in starting 15 minutes before the Calyxt Special Meeting to ensure that you are logged in when the meeting starts. Online access will begin at 8:45 a.m. Central Time.

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 for the Calyxt Special Meeting, 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. To attend the Calyxt Special Meeting, you will need the 16-digit control number that is printed in the box marked by the arrow on your proxy card. Calyxt, Inc. recommends that you log in starting 15 minutes before the Calyxt Special Meeting to ensure that you are logged in when the meeting starts. Online access will begin at 8:45 a.m. Central Time.

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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.

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To attend the Calyxt Special Meeting, you will need the 16-digit control number that is printed in the box marked by the arrow on your proxy card. Calyxt, Inc. recommends that you log in starting 15 minutes before the Calyxt Special Meeting to ensure that you are logged in when the meeting starts. Online access will begin at 8:45 a.m. Central Time.

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. To attend the Calyxt Special Meeting, you will need the 16-digit control number that is printed in the box marked by the arrow on your proxy card. Calyxt, Inc. recommends that you log in starting 15 minutes before the Calyxt Special Meeting to ensure that you are logged in when the meeting starts. Online access will begin at 8:45 a.m. Central Time.

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

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broker to change those instructions. Holders in “street name” will not be able to vote during the Calyxt Special Meeting unless such holder has requested and obtained a valid proxy from such holder’s broker or other agent in whose name the shares are held in advance of the Calyxt Special Meeting.

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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MARKET PRICE AND DIVIDEND INFORMATION

Calyxt Common Stock is listed on Nasdaq under the symbol “CLXT.” Cibus is a private company and Cibus Global common membership units and Cibus Preferred Units are not publicly traded. The closing price of Calyxt Common Stock on January 13, 2023, the last trading day prior to the public announcement of the Transactions, was $0.19 per share, and the closing price of Calyxt Common Stock on April 17, 2023, the last practicable trading day prior to the date of this proxy statement/prospectus, was $0.31 per share, each as reported on Nasdaq. Because the market price of Calyxt Common Stock is subject to fluctuation, the market value of the Class A Common Stock that certain Cibus Unitholders will be entitled to receive in the Transactions may increase or decrease.

Assuming stockholder approval of Proposal Nos. 1 and 2 and successful application for initial listing on Nasdaq, following the consummation of the Transactions, the Class A Common Stock will trade on Nasdaq under the new name, “Cibus, Inc.” and new trading symbol “CBUS.”

As of April 12, 2023, the record date for the Calyxt Special Meeting, there were approximately 90 holders of record of Calyxt Common Stock. This number does not include stockholders for whom shares were held in “street name.” As of April 12, 2023, there were 813 holders of record of Cibus Units and Cibus Preferred Units. For detailed information regarding the beneficial ownership of certain beneficial holders and management of Calyxt, Inc., Cibus Global, and Cibus, Inc. upon consummation of the Transactions, see the sections entitled “Principal Stockholders of Calyxt, Inc.,” “Principal Unitholders of Cibus Global,” and “Principal Stockholders of Cibus, Inc.” in this proxy statement/prospectus.

Dividends

Calyxt, Inc. has never declared or paid any cash dividends on Calyxt Common Stock. Notwithstanding the foregoing, any determination to pay cash dividends on the Class A Common Stock subsequent to the consummation of the Transactions will be at the discretion of the Cibus, Inc. Board and will depend upon a number of factors, including the Combined Company’s results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors the Cibus, Inc. Board deems relevant.

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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 114 of this proxy statement/prospectus before deciding how to vote your shares of Calyxt Common Stock. Except where specifically noted, the information in these Risk Factors and all other information contained in this proxy statement/prospectus does not give effect to the Reverse Stock Splits described elsewhere in this proxy statement/prospectus and does not give effect to the issuance of any equity in the Continuing Series F Financing or the Potential Calyxt Financing.

Risks Related to the Mergers

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 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 Schedule) 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 (other than with respect to out-of-the-money options and warrants) 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 Schedule” beginning on page 28 of this proxy statement/prospectus. The exchange ratio does not give effect to the Reverse Stock Splits.

The closing price of Calyxt Common Stock on January 13, 2023, the last trading day prior to the public announcement of the signing of the Merger Agreement, 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.

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Because the exchange ratio is fixed as of the date of the Merger Agreement, any Dilutive Issuances will have the effect of diluting the anticipated post-Closing ownership percentage of Cibus, Inc. for both Calyxt Stockholders and Cibus Unitholders.

The Merger Agreement has set the exchange ratio for the calculation of Class A Common Stock and Class B Common Stock to be issued as Merger Consideration as of the date of the Merger Agreement. Accordingly, the exchange ratio does not take into account the Dilutive Issuances that may occur prior to or in connection with the Transactions. Except with respect to the recipients of equity instruments in connection therewith (to the extent of such equity instruments received), any Dilutive Issuances will have the effect of diluting the anticipated post-Closing ownership percentage of Cibus, Inc. for both Calyxt Stockholders and Cibus Unitholders.

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 Potential Dilutive Issuances.

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.

Based on the capitalization of Calyxt, Inc. and Cibus Global, the Calyxt Stockholders would be expected to own approximately 5.0% of issued and outstanding Shares immediately post-Closing, on a Fully-Exchanged Basis, and Cibus Unitholders would be expected to own approximately 95.0% of the issued and outstanding Shares immediately post-Closing, on a Fully-Exchanged Basis in each case, subject to any Dilutive Issuance.

Pursuant to the Merger Agreement, Cibus Global is permitted to issue additional Cibus Series F Preferred Units pursuant to the Continuing Series F Financing. Any additional Cibus Series F Preferred Units issued prior to Closing will have the effect of diluting the anticipated post-Closing ownership of Cibus, Inc. for both Calyxt Stockholders and Cibus Unitholders.

Prior to the Closing, Calyxt, Inc., as agreed with Cibus Global, may decide to pursue a Potential Calyxt Financing. Although any such Potential Calyxt Financing may be arranged prior to the Closing, because a Potential Calyxt Financing would be subject to, and conditioned upon, the Closing of the Transactions, any Class A Common Stock issued pursuant to such a Potential Calyxt Financing will have the effect of diluting the anticipated post-Closing ownership of Cibus, Inc. for 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 Calyxt RSUs (of which 3,468,083 have been issued as of the date of this proxy statement/prospectus) 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 (including the Reverse Stock Splits), 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 includes the Transactions). Any additional Calyxt RSUs issued by Calyxt, Inc. in connection with the foregoing will have the effect of diluting the anticipated post-Closing ownership of Cibus, Inc. for both Calyxt Stockholders and Cibus Unitholders.

Lastly, certain stock options issued under the 2017 Omnibus Incentive Plan and the Calyxt Common Warrants are outstanding. Although such options and the Calyxt Common Warrant are out-of-the-money as of the date of this proxy statement/prospectus, future increases in the stock price of Calyxt, Inc. prior to Closing or in the stock price of Cibus, Inc. following closing may make the exercise of such options or the Calyxt Common Warrants economically viable. In the event that holders exercise such stock options or the Calyxt Common

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Warrants, such exercises would have the effect of diluting the anticipated post-Closing ownership of Cibus, Inc. for 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 either 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 amounts 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.

Any delay in the Closing 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 Shares 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.

Before the Mergers can be completed, the Calyxt Stockholders must approve, among other things, the issuance of Shares 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 may 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,

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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 Cibus, Inc. Class A 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 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 145 and 290, 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—Cibus Global Director Compensation” beginning on pages 307 and 313, respectively, of this proxy statement/prospectus.

Rory Riggs, Peter Beetham, Ph.D., Mark Finn, Jean-Pierre Lehmann, Gerhard Prante, Ph.D. and Keith Walker, Ph.D., 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.

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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 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 162 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 145 and 155, respectively, of this proxy statement/prospectus.

The market price of the Class A Common Stock following the Mergers may decline as a result of the Mergers.

The market price of the Class A 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 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. Based on the capitalization of Calyxt and Cibus, the Calyxt Stockholders would be expected to own approximately 5.0% of the Shares immediately post-Closing, on a Fully-Exchanged Basis, and Cibus Unitholders would be expected to own approximately 95.0% of the issued and outstanding Shares immediately post-Closing, on a Fully-Exchanged Basis, in each case, subject to dilution in connection with any Dilutive Issuances.

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 the Class A 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

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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 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 177 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.

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 Units makes it difficult to evaluate the value of Cibus Units and Cibus Warrants, the Cibus Unitholders may receive Shares in the Mergers that have a value that is less than, or greater than, the fair market value of Cibus Units or Cibus Warrants.

The outstanding Cibus Units and Cibus Warrants 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 Units or Cibus

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Warrants. Because the percentage of the Shares to be issued to Cibus Unitholders was determined based on negotiations between the parties, it is possible the value of the Shares to be received by Cibus Unitholders will be less than the fair market value of Cibus Units or Cibus Warrants, or the value of the Shares to be received by Cibus Unitholders may be more than the aggregate fair market value of Cibus Units or Cibus Warrants.

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, as Class A Common Stock, on Nasdaq following the Mergers and the listing of the Class A 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 173 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 transaction 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 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 Units or Cibus Warrants for shares of Class A Common Stock pursuant to the Cibus Merger, except to the extent that the Cibus Participant’s allocable share of Cibus’ liabilities exceeds the Cibus Participant’s tax basis in its Cibus Units or Cibus Warrants exchanged for Class A Common Stock. However, as discussed further in the section entitled “The Mergers—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 does not meet the requirements of Section 351 of the Code, the exchange of Cibus Units or Cibus Warrants 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 respective consideration for Cibus Units or Cibus Warrants that 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.

Lawsuits have been filed, and additional lawsuits may be filed in the future, against Calyxt, Inc. and the members of the Calyxt Board arising out of the Transactions, which may delay or prevent the Closing of the Transactions.

In March 2023, complaints were filed in each of the Court of Chancery for the State of Delaware and in the U.S. District Court for District of Minnesota against Calyxt, Inc. and the members of the Calyxt Board. Additional putative stockholder complaints, including stockholder class action complaints, and other complaints may be filed against Calyxt, Inc., the Calyxt Board, Cibus Global, and/or the Cibus Board in connection with the Transactions contemplated by the Merger Agreement. The outcome of litigation is uncertain, and Calyxt, Inc. and Cibus Global may not be successful in defending against any such future claims. Lawsuits that may be filed

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against Calyxt, Inc., the Calyxt Board, Cibus Global, and/or the Cibus Board could delay or prevent the merger, divert the attention of the management teams and employees of Calyxt, Inc. and Cibus Global from day-to-day business and otherwise adversely affect the business and financial condition of Calyxt, Inc., Cibus Global or the Combined Company.

Risks Related to the Reverse Stock Splits

The Reverse Stock Splits 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 Splits will result in an increase in the market price of Calyxt Common Stock, Calyxt cannot assure stockholders that the Reverse Stock Splits, 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 either or both of the Reverse Stock Splits may be lower than the total market capitalization before such Reverse Stock Splits and, in the future, the market price of Calyxt Common Stock following such Reverse Stock Splits may not exceed or remain higher than the market price prior to the corresponding Reverse Stock Split.

The effect the Reverse Stock Splits 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.

The Reverse Stock Splits 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 Splits 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 Splits 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 Splits 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 Reverse Stock Splits may not increase the price of the Class A Common Stock over the long term.

One of the purposes of the Reverse Stock Splits 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 Cibus, Inc. It cannot be assured, however, that the Reverse Stock Splits 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 Splits will increase the per share market price of Calyxt Common Stock by a multiple of the ratios of the Reverse Stock Splits 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, 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 price of the Class A Common Stock might meet the continued listing requirements for Nasdaq initially, it cannot be assured that it will continue to do so.

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The Reverse Stock Splits may decrease the liquidity of the Class A Common Stock.

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

Should the market price of the Calyxt Common Stock or the Class A Common Stock decline after the Reverse Stock Splits, the percentage decline may be greater, due to the smaller number of shares outstanding, than it would have been prior to the Reverse Stock Splits. The Reverse Stock Splits may be viewed negatively by the market and, consequently, may lead to a decrease in the Cibus, Inc. overall market capitalization. If the per share market price does not increase in proportion to the exact ratios of the Reverse Stock Splits, 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 Calyxt Common Stock and subsequently the Class A Common Stock will remain the same after the Reverse Stock Splits are effected, or that the Reverse Stock Splits will not have an adverse effect on the price of the Calyxt Common Stock or the Class A Common Stock due to the reduced number of outstanding shares after the Reverse Stock Splits.

The Calyxt Board will determine the ratio of the Subsequent Reverse Stock Split 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 the Subsequent Reverse Stock Split of its issued Calyxt Common Stock by a ratio of not less than 1-to-2 and not greater than 1-to-10, or any whole number in between. If Proposal Nos. 1 and 2 are approved, the exact ratio of the Subsequent 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 Subsequent Reverse Stock Split, in accordance with the terms set forth in Proposal No. 4. If Proposal Nos. 1 and 2 are not approved or the Mergers are not consummated, the Calyxt Board may elect to proceed with the Subsequent Reverse Stock Split even in the absence of completion of the Mergers, and the exact ratio of the Subsequent Reverse Stock Split will be determined by the Calyxt Board.

One of the purposes of the Reverse Stock Splits 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 Subsequent 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, including as a result of the Initial Reverse Stock Split, and the anticipated impact of the Reverse Stock Splits on the trading market for Calyxt Common Stock; the anticipated impact of the Reverse Stock Splits 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 Subsequent Reverse Stock Split ratio, see “Proposal No. 4: Approval of an amendment to the Calyxt Certificate of Incorporation to effect the Subsequent 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 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.

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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 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. Calyxt made an initial draw under the Interim Funding on March 15, 2023 and an additional draw on March 30, 2023. 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 is unlikely that Calyxt will be able 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 Calyxt 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

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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 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 capital resource constraints in recent quarters, management has implemented cost reduction and other cash-focused measures, 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^™ 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 ten 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

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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.

The issuance of Shares to Cibus Global equityholders in the Transactions will dilute substantially the voting power of Calyxt 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 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 Shares, on a Fully-Exchanged Basis, and pre-Closing holders of Cibus Global membership units and Cibus Warrants are expected to own approximately 95.0% of the issued and outstanding Shares, on a Fully-Exchanged Basis, in each case, subject to dilution in connection with any Dilutive Issuances. Accordingly, the issuance of Shares to Cibus Global equity holders in the Transactions will reduce significantly the relative voting power of each share of Calyxt Common Stock, which are to remain outstanding as Class A Common Stock in connection with the Mergers, held by current Calyxt Stockholders. Consequently, Calyxt Stockholders as a group will have significantly less influence over the management and policies of the Combined Company 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.

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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 December 31, 2022, Calyxt had $3.4 million of cash and cash equivalents. Calyxt’s net loss was $16.9 million for the fiscal year ended December 31, 2022, and it used $19.4 million of cash for operating activities for the fiscal year ended December 31, 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 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 streamlined and focused its business activities on preserving cash sufficient to achieve the Closing. 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, 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 Calyxt Stockholders and increased fixed payment obligations, and these securities may have rights senior to those of the Calyxt Common Stock. Any of these events could significantly harm Calyxt’s business, financial condition, and prospects. In light of the current price of Calyxt Common Stock 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 the Closing. 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^™ 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.

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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.

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 PCM structures 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.

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Risks Related to Calyxt’s Business and its 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 closing of the Mergers. Accordingly, Calyxt has streamlined its operations and reduced its operating expenses. Calyxt has focused its operations on: scaling production of its Plant Cell Matrix^™ 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.

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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. See the section of this proxy statement/prospectus entitled “Calyxt Business—Competition.” Many of these competitors have substantially greater financial, technical, marketing, sales, distribution, and other resources than Calyxt. Many 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. To compete, Calyxt’s development activity needs to occur on a timely and cost-effective basis, and it will need to continue to advance its technology. However, in light of Calyxt’s efforts to preserve cash, it has presently suspended non-core activities, such as efforts toward the development and integration of AIML capabilities and the initiation, development and commercialization of additional synthetic biology products, or chemistries, beyond those involved in the continuing operations identified above.

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. Moreover, Calyxt’s ability to attract and contract with customers has been hampered by Calyxt’s capital resource constraints and cost reduction efforts.

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. In addition, potential customers will be required to make assumptions about Calyxt’s ability to execute on such product development initiatives, including Calyxt’s ability to continue as a going concern through the product development lifecycle.

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.

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Calyxt also anticipates that competition in the synthetic biology industry will increase 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 BioFactory production system relative to alternatives, the pricing and efficiency of its offerings relative to alternatives, its financial stability (including market participants’ expectations about Calyxt’s ability to continue as a going concern), 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 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 PCM structures 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 its PCM structures. Evologic is currently scaling one of Calyxt’ PCM structures.

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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 these infrastructure partners 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 these infrastructure partners 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.

Additionally, if Calyxt is unable to maintain or enter into agreements with 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.

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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’s strategy permits opportunistically entering into product development arrangements with third parties for the development and commercialization of certain outdoor agriculture seed traits. For example, in 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:

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 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.

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Calyxt will 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 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

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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 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.

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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.

In connection with his appointment as chair of the Scientific Advisory Board, Dr. Dan Voytas is no longer Calyxt’s Chief Science Officer, a position he held from Calyxt’s founding in January 2010 through February 2021. The consulting agreement with Dr. Voytas, while he served as Chief Science Officer, and the current engagement letter with Dr. Voytas, as chair of the Scientific Advisory Board, each generally obligates Dr. Voytas to assign to Calyxt any intellectual property solely or jointly conceived, developed or reduced to practice by him in the course of the performance of his services to Calyxt. However, Calyxt does not have any rights, including any assignment or right of first refusal rights, to intellectual property conceived, developed, or reduced to practice by Dr. Voytas outside the course of the performance of his services to Calyxt, including in connection with his employment at the University of Minnesota.

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, see the section entitled “Calyxt Business—Intellectual Property.”

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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 is currently exploring 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, the Calyxt 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 the Calyxt 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 Nasdaq, including requirements with respect to the market value of publicly held shares, market value of listed shares, minimum bid price per share, and minimum stockholders’ 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 Nasdaq. 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 March 31, 2023, the closing price on Nasdaq of Calyxt Common Stock has ranged from a low of $0.13 to a high of $0.44.

The continued listing of Calyxt Common Stock on 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, may adversely affect Calyxt’s ability to raise additional financing through the public or private sale of equity securities, may significantly affect the ability of investors to trade Calyxt, Inc.’s securities, and may 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 the 2022 Annual Meeting, Calyxt Stockholders approved an amendment to the Calyxt Certificate of Incorporation to effect a reverse stock split of Calyxt Common Stock at a ratio not less than 1-for-2 and not greater than 1-for-10, with the exact ratio set within that range at the discretion of the Calyxt Board. The Calyxt Board has determined to effect the Initial Reverse Stock Split at a ratio of 1-for-10 and expects to effect the Initial Reverse Stock Split prior to the Subsequent Reverse Stock Split and prior to the Closing. If the Transactions do not close for any reason and Calyxt has not yet implemented the Initial Reverse Stock Split, Calyxt, Inc. would continue to have the ability to implement this previously approved Initial 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 Initial 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 Calyxt 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

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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 Calyxt Stockholders may have difficulty selling their shares of Calyxt Common Stock.

The market price of Calyxt Common Stock has been and could remain volatile, which could be exacerbated if the Mergers do 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 March 31, 2023, Cellectis held 48.2% of the outstanding Calyxt Common Stock. 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 Calyxt Board, and to have at least one designated director serve on each Calyxt 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 Calyxt Board, 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 Iincorporated into, and form a part of, the Calyxt Certificate of Incorporation and Calyxt 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 2.4% of the Shares, 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 Calyxt Common Stock. As a result, Calyxt 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.

The Calyxt 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. The Calyxt 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 the exercise of Calyxt 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 on July 25, 2017, the strategic focus of the business has undergone changes. In October 2021, Calyxt announced the launch of a strategic initiative which focused it on engineering synthetic biology solutions. Most recently, in light of the proposed Transactions, Calyxt has focused its current business activities on ensuring it has cash sufficient to achieve a closing of the proposed Transactions. Accordingly, Calyxt has taken additional steps to reduce its operating expenses. Calyxt has focused its operations on: scaling production of its Plant Cell Matrix with its manufacturing partner, Evologic; licensing efforts with respect to its PlantSpring technology and plant traits, including the TALEN technology; and continuing to progress its current customer projects. Calyxt’s three key customer projects are (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 its improved digestibility alfalfa trait, which was developed with and licensed to S&W Seed Company.

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 and negotiating the Transactions while overseeing day-to-day operations, each requires significant expenditures and allocation of valuable management resources. If Calyxt fails to achieve the necessary level of efficiency in its organization as it evolves, its business, financial condition and results of operations would be adversely impacted.

Calyxt depends on key management personnel and attracting and retaining other qualified personnel, and its business could be harmed if it loses key management personnel. In addition, Calyxt is substantially dependent on its remaining employees to facilitate the consummation of the Transactions.

Calyxt’s success depends to a significant degree upon the technical skills and continued service of certain members of its management and other key employees. Although Calyxt has significantly streamlined its operations, the loss of the services of Calyxt’s management or key employees may delay or prevent the timely and successful execution of its business strategies and objectives and may have a negative impact on Calyxt’s ability to facilitate the consummation of the Transactions. 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. In the event the Transactions are not consummated, Calyxt’s ability to successfully implement its strategic focus will also depend 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.

If for any reason the Transactions 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

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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’ 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.

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, 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 currently 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.

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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.

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.

Accordingly, Cibus has concluded that there is substantial doubt about its ability to continue as a going concern for at least 12 months from the issuance date of the financial statements included in this proxy statement/prospectus. The accompanying consolidated financial statements of Cibus have been prepared on a going-concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of

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business. The Cibus consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liability that might result from the outcome of this uncertainty.

Cibus’ management is currently evaluating different strategies to obtain the required funding for Cibus’ future operations. These strategies may include but are not limited to private placements or public offerings of equity or equity-linked instruments, or collaboration, licensing or other similar arrangements. There is no assurance that such financing will be available when needed.

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.

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

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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. 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.

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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 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.

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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.

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

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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:

If ongoing or future field trials are unsuccessful, Cibus may be unable to complete the development of productivity trait candidates on a timely basis or at all.

Cibus relies on field trials to evaluate and demonstrate the efficacy of productivity traits that it has developed and evaluated in greenhouse conditions. Field trials allow Cibus to test the productivity traits that it has developed as well as to increase seed production, and to measure performance across multiple geographies and conditions. The successful completion of field trials is critical to the success of Cibus’ productivity trait development efforts and supports its licensing efforts with respect to its productivity trait candidates.

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If Cibus’ ongoing or future field trials are unsuccessful or produce inconsistent results or unanticipated adverse effects on the agronomic performance of seeds with its traits, or if the field trials do not produce reliable data, Cibus’ productivity trait development efforts could be delayed, subject to additional regulatory review or abandoned entirely. In addition, in order to support its licensing efforts, it is necessary to collect data across multiple growing seasons and from different geographies. Even in cases where initial field trials are successful, Cibus cannot be certain that additional field trials conducted on a greater number of acres or in different geographies will also be successful. Many factors that are beyond Cibus’ control may adversely affect the success of these field trials, including unique geographic conditions, weather and climatic variations, disease or pests, or acts of protest or vandalism. Field trials, which may take up to 2-3 years, are costly, and any field trial failures that Cibus may experience may not be covered by insurance and, therefore, could result in increased costs, which may negatively impact its business and results of operations.

Cibus relies on third parties to conduct, monitor, support and oversee field trials, and any performance issues by them may impact Cibus’ ability to successfully commercialize products or license traits.

Cibus currently relies on third parties, such as growers, consultants, contractors, and universities, to conduct, monitor, support and oversee its field trials. Because field trials are conducted in multiple geographies, it is often difficult for Cibus to monitor the daily activity of the work being conducted by such third parties that it engages. Although Cibus provides its third parties with extensive protocols regarding the establishment, management, data collection, harvest, transportation and storage of its productivity trait candidates, Cibus has limited control over the execution of field trials. Poor field trial execution or data collection, failure to follow required agronomic practices, protocols or regulatory requirements, or mishandling of productivity trait candidates by these third parties could impair the success of Cibus’ field trials. Any such failures may result in delays in the development of Cibus’ productivity trait candidates or the incurrence of additional costs. Ultimately, Cibus remains responsible for ensuring that each of its field trials is conducted in accordance with the applicable protocol, legal and regulatory and agronomic standards, and its reliance on third parties does not relieve Cibus of its responsibilities. Should such third parties fail to comply with these standards, Cibus’ ability to develop its productivity trait candidates for licensing could be adversely impacted, and Cibus may be forced to incur additional costs in regaining compliance.

Additionally, if Cibus is unable to enter into, or maintain, agreements with such third parties on acceptable terms, or if any such engagement is terminated prematurely, Cibus may be unable to conduct or complete its field trials in the manner it anticipates. If Cibus’ relationship with any of these third parties is terminated, Cibus may be unable to enter into arrangements with alternative third parties on commercially reasonable terms, or at all. Switching or adding third parties can involve substantial cost and require extensive management time and focus. In addition, there is a natural transition period when any new third party commences field trial work. As a result, delays may occur, which could materially impact Cibus’ ability to meet its desired development timelines.

Cibus may lack the necessary expertise, personnel and resources to effectively license its productivity traits and sustainable ingredient products.

To successfully license the intellectual property underlying Cibus’ productivity traits and sustainable ingredient products, Cibus must develop, foster and maintain commercial relationships with a range of potential customers across several industries, including potential customers that may have long-standing historical relationships with competitors. In order to be successful in this regard, Cibus will need to develop and enhance its commercial team to both establish new relationships as well as to maintain relationships with existing customers. To foster the commercial success of Cibus’ licensee customers in effectively marketing and commercializing their products containing Cibus licensed intellectual property, Cibus will need to develop and build-out its own understanding of their respective industries and capabilities.

Factors that may affect Cibus’ ability to effectively license its intellectual property and support its licensee’s commercialization efforts include its ability to: recruit and retain adequate numbers of qualified personnel, effectively develop relationships with potential licensee customers in key industries, secure license agreements

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with companies requiring them to undertake specific commercialization activities within specified timeframes, and persuade downstream end users to purchase and use products that integrate Cibus licensed intellectual property.

Developing and maintaining such capabilities requires significant investment, is time-consuming and could delay the licensing of Cibus’ intellectual property with respect to productivity traits or sustainable ingredient products or the commercial launch of its licensees’ products.

Interruptions in the production or transportation of parent seeds could adversely affect Cibus’ operations and profitability.

With respect to productivity traits, Cibus’ licensee customers will provide elite germplasm to Cibus so that Cibus may introduce a desired productivity trait. Cibus will produce parent or hybrid seeds containing such productivity traits for the licensee customer. Cibus’ licensee customers would then utilize the parent seed containing Cibus’ traits to produce their own hybrids. Cibus will rely on contract seed producers for such parent seed production.

Poor execution, failure to follow required agronomic practices, protocols or regulatory requirements, or mishandling of productivity trait candidates by these contract seed producers could adversely affect products. Any such failures may result in delays in Cibus’ ability to deliver parent seed to Cibus’ licensee customers in a timely manner. Such delays could adversely affect the ability of Cibus’ licensee customers to deliver hybrid seed products to farmers to meet their planting window. Cibus’ dependency upon timely seed deliveries means that interruptions or stoppages in such deliveries, or delays or limitations with respect to seed production, could adversely affect Cibus’ operations until alternative arrangements could be made. Such a delay would adversely affect Cibus’, and its licensee customers’, reputations and revenues and could result in write-offs of inventory. If Cibus was unable to produce the necessary seed for an extended period of time for any reason, its business, customer relations, and operating results could suffer.

Cibus may not be able to identify suitable seed producers to meet its production needs. If Cibus does identify suitable seed producers, it may not be able to enter into cost effective agreements on acceptable terms. If any contract seed producers whom Cibus engages fail to perform their obligations as expected or breach or terminate their agreements with Cibus, or if Cibus is unable to secure the services of such third parties when and as needed, Cibus may lose opportunities to generate revenue from product sales.

The unintended presence of Cibus’ productivity traits in other products or plants, or of transgenes in Cibus’ products, may negatively affect Cibus.

Trace amounts of Cibus’ productivity traits may unintentionally be found outside its agricultural containment area in the products of third parties, which may result in negative publicity and claims of liability brought by such third parties against Cibus. Furthermore, in the event of an unintended dissemination of Cibus’ gene-edited germplasm into the environment, or the presence of unintended trace amounts of its traits in traditional seed, or in the grain or products produced from traditional crops, Cibus could be subject to claims by multiple parties, including environmental advocacy groups, as well as governmental actions such as mandated crop destruction, product recalls, or additional stewardship practices and environmental cleanup or monitoring.

Cibus’ productivity traits and sustainable ingredient products may not achieve commercial success quickly or at all.

Cibus intends to license intellectual property with respect to its RTDS-developed productivity traits and sustainable ingredient products to third parties. Cibus’ productivity traits and sustainable ingredient products are in various stages of development, and there are no established channels to market for their commercialization by potential licensee customers. If Cibus is unable to license its productivity traits and sustainable ingredient products on a significant scale, then Cibus may not be successful in building a profitable business.

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Cibus expects to price its licenses based on its assessment of the value that Cibus believes its productivity traits and sustainable ingredient products will provide within the relevant end product market dynamics, rather than on the cost of production. If licensees, commercial product end users or other market participants attribute a lower value to Cibus’ productivity traits or sustainable ingredient products than Cibus does, they may not be willing to pay the premiums that Cibus expects to charge. Pricing levels may also be negatively affected if Cibus’ productivity traits or sustainable ingredient products traits are unsuccessful or suboptimal in producing or exhibiting the characteristics expected by Cibus and its licensees.

Public understanding of Cibus’ RTDS technologies and public perception and acceptance of gene-editing technologies, including Cibus’ RTDS technologies, could affect Cibus’ sales and results of operations and impact relevant government regulation.

The ability of Cibus’ licensees to successfully commercialize products containing Cibus’ productivity traits and sustainable ingredient products depends, in part, on public understanding and acceptance of gene editing.

Such understanding is particularly relevant with respect to plant gene editing, where end products may enter consumer food supply chains. Farmers, seed companies and end-product consumers may not understand the nature of Cibus’ RTDS technologies or the scientific distinction between Cibus’ non-transgenic products and processes and transgenic products and processes of competitors. As a result, these parties may transfer negative perceptions and attitudes regarding transgenic products to Cibus’ products and productivity trait candidates. A lack of understanding of Cibus’ RTDS technologies may also make consumers more susceptible to the influence of negative information provided by opponents of biotechnology. Some opponents of biotechnology actively seek to raise public concern about gene editing, whether transgenic or non-transgenic, by claiming that plant products developed using biotechnology are unsafe for consumption or use, pose risks of damage to the environment, or create legal, social and ethical dilemmas. The commercial success of Cibus’ trait candidates may be adversely affected by such claims, even if unsubstantiated. In addition, extreme opponents of biotechnology have vandalized the fields of farmers planting biotech seeds and facilities used by biotechnology companies. Any such acts of vandalism targeting the fields of farmers planting seed with Cibus traits, Cibus’ field testing sites or its research, production or other facilities, could adversely affect Cibus’ sales and costs.

Negative public perceptions about gene editing can also affect the regulatory environment in the jurisdictions in which Cibus is targeting the licensing of its intellectual property. Any increase in such negative perceptions or any restrictive government regulations in response thereto, could have a negative effect on Cibus’ business and may delay or impair its ability to enter licensing agreements or to receive milestone and royalty payments pursuant to such licensing arrangements.

Food products produced from crops containing Cibus’ productivity traits may fail to meet standards established by third-party non-GMO verification organizations, which could reduce the value of Cibus’ productivity traits to licensee customers.

Certain third-party organizations offer verification programs that seek to make non-GMO products easily identifiable for consumers. These organizations verify the non-GMO status of products (such as foods, beverages and vitamins) based on independently developed standards, and often authorize the display of specific markers or labels illustrating such status on the verified product’s packaging. Although the verification programs seek to identify finished products as non-GMO verified, the processes that they employ typically examine the individual ingredients and precursors, rather than the finished products.

Standards established by such third-party organizations for the verification of non-GMO status often differ from applicable regulatory legal standards governing non-GMO classification in the United States, Canada or other of Cibus’ target markets. As a result, notwithstanding a regulatory determination as to the non-GMO status of its RTDS technologies, products containing Cibus’ traits may fail to meet more restrictive or non-scientific standards imposed by these independent verification organizations. For example, a third-party verification organization could determine that it will withhold its non-GMO verification from any product developed using biotechnology, whether it is transgenic or not.

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If third-party verification organizations were to determine that any products containing Cibus’ productivity traits, or gene-edited products generally, did not meet their non-GMO verification standards, and certified non-GMO seals or labels were not available for such products, Cibus’ reputation could be harmed, these products may be unable to demand non-GMO premiums, which could reduce the value of Cibus’ productivity traits to its licensee customers, and Cibus’ operating results could be adversely affected.

Cibus’ insurance coverage may be inadequate to cover all the liabilities Cibus may incur.

Cibus faces the risk of exposure to liability claims if any product that uses Cibus’ technologies or incorporates any of Cibus’ intellectual property causes injury. Although Cibus carries insurance at levels customary for companies in its industries, such coverage may become unavailable or be inadequate to cover all liabilities Cibus may incur. There can be no assurance that Cibus will be able to continue to maintain such insurance, or obtain comparable insurance at a reasonable cost, if at all. If Cibus is unable to obtain sufficient insurance coverage at an acceptable cost or otherwise, or if the amount of any claim against Cibus exceeds the coverage under its policies, Cibus may face significant expenses.

In the past Cibus has identified material weaknesses in its internal control over financial reporting.

If Cibus experiences material weaknesses in the future or fails to remediate identified material weaknesses, it may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect investor confidence in Cibus and, as a result, the value of its securities.

Risks Related to Cibus’ Industries

Cibus’ success is partially dependent on its ability to make accurate predictions about customer demand in its industries.

Due to the lead time involved in developing a productivity trait or sustainable ingredient product candidate, Cibus and its licensee customers must make a number of assumptions and estimates regarding the commercial feasibility of development, including assumptions and estimates regarding the demand for end-products containing Cibus licensed intellectual property, the existence or non-existence of products being simultaneously developed by competitors, and potential market penetration and obsolescence, whether planned or unplanned.

As a result, it is possible that Cibus and its licensee customers may involve substantial time and resources to develop intellectual property for a contemplated end product that is quickly displaced or that addresses a market that no longer exists or is smaller than previously thought.

Agriculture

Cibus’ estimates and forecasts with respect to addressable acres, addressable trait acres, trait penetration rates and Cibus’ potential market share may prove to be inaccurate, and Cibus’ business could fail to achieve the same growth rates as other companies operating in the seed and trait industries.

Estimates about current markets and market opportunity estimates, projections and forecasts are based on assumptions and estimates that may not prove to be accurate and are therefore inherently uncertain. Cibus’ management makes estimates that it believes to be reasonable based on currently available information, but estimates, projections and forecasts relating to the size and expected growth of Cibus’ industry, the biotech seeds market, the market for productivity traits and expected trait penetration, and estimates regarding Cibus’ ability to capture addressable acres may prove to be materially inaccurate. In addition, management’s estimates about the incremental value increase that a novel, newly developed productivity trait may produce, may prove to be materially inaccurate.

In particular, management’s estimates, projections and forecasts include an assumption that changes are likely to be made to the European Union’s regulatory landscape that would enable Cibus’ productivity traits to be licensed for use in seed distributed in EU member states. This assumption could prove to be incorrect and if the RTDS technologies by which Cibus’ productivity traits are developed continues to be subject to GMO regulation in the EU, Cibus’ estimates, projections and forecasts would need to be materially revised. Assumptions regarding uncertain regulatory outcomes are subject to numerous risk. See “—Risks Related to Regulatory and Legal Matters.”

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Even if Cibus’ general industry and market projections and forecasts are achieved, Cibus’ business could fail to realize management’s expectations with respect to Cibus’ ability to compete effectively, including by capturing addressable acres and realizing management’s expectations regarding trait values.

The overall agricultural industry is susceptible to commodity and raw material price changes.

Prices for agricultural commodities and their byproducts are often volatile and sensitive to local and international changes in supply and demand caused by a variety of factors, including general economic conditions, farmer planting and selling decisions, government agriculture programs and policies, global and local inventory levels, demand for biofuels, weather and crop conditions, food safety concerns, government regulations, and demand for and supply of, competing commodities and substitutes. As a result, Cibus may not be able to anticipate or react to changing costs by adjusting its practices, which could cause its operating results to deteriorate. Cibus may engage in hedging or other financial transactions to mitigate these risks. If these efforts are not successful, it could materially affect Cibus’ business, operating results and prospects and cause the value of its securities to decline.

The successful licensing of Cibus’ productivity trait candidates, and the commercialization by seed partners of seed products containing these traits, may also be adversely affected by fluctuations in the prices of agricultural commodities and agricultural inputs, such as fertilizer, energy, labor and water, in each case caused by market factors beyond Cibus’ control. Changes in the prices of certain raw materials used by farmers in growing Cibus’ crops could result in higher overall costs along the agricultural supply chain. Depending on the nature of such price changes, the cultivation of certain crops could be impacted to a greater extent than others. While increases in certain costs could make certain of Cibus’ productivity traits more valuable, increases in certain raw material costs could adversely affect demand for Cibus’ productivity traits, including as a result of farmers being less willing to transition to new and unfamiliar seed products containing Cibus traits.

Adverse weather and environmental conditions and natural disasters can cause significant costs and losses.

Cibus’ revenues will depend, in part, on trait royalties paid to Cibus from seed sales by the companies that license Cibus’ productivity traits for their commercial seed products. Calyxt’s licensees’ seed crops are vulnerable to adverse weather conditions, including windstorms, floods, drought and temperature extremes, which are common but difficult to predict. In addition, such seed crops are vulnerable to crop disease and to pests, which may vary in severity and effect, depending on the stage of production at the time of infection or infestation, the type of treatment applied and climatic conditions. The weather also can affect the quality, volume and cost of seed produced for sale as well as demand and product mix. In addition, climate change may increase the frequency or intensity of extreme weather such as storms, floods, heat waves, droughts and other events that could affect the quality, volume and cost of seed produced for sale as well as demand and product mix. Climate change may also affect the availability and suitability of arable land and contribute to unpredictable shifts in the average growing season and types of crops produced. Unfavorable growing conditions can reduce both crop size and quality.

Although Cibus licenses its traits to seed companies that are responsible for the growing of their seed directly, these factors can still impact Cibus by potentially decreasing the quality and yields of seed containing Cibus’ productivity traits and reducing Cibus’ licensees’ available inventory. These factors can adversely impact Cibus’ licensees sales, which would result in lower royalty payments to Cibus, which in turn may have a material adverse effect on Cibus’ business, results of operations and financial condition.

The agricultural industry is highly seasonal, which may cause Cibus’ sales and operating results to fluctuate significantly.

The sale of plant and seed products is dependent upon growing and harvesting seasons, which vary from year to year and across geographies as a result of weather-related shifts in planting schedules and purchase patterns of farmers. Seasonality in the seed industry is expected to result in both highly seasonal patterns and substantial fluctuations in quarterly sales and profitability for Cibus’ business and may be further impacted by climate change.

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Seasonality also relates to the limited windows of opportunity that farmers have to complete required tasks at each stage of crop cultivation. Weather and environmental conditions and natural disasters, such as heavy rains, hurricanes, hail, floods, tornadoes, freezing conditions, excessively hot or cold weather, drought or fire, affect decisions by farmers about the types and amounts of seeds to plant and the timing of harvesting and planting such seeds. Should adverse conditions occur during key growing and harvesting seasons, such conditions could substantially impact demand for agricultural inputs. Any delayed or cancelled orders as a result of such conditions would negatively affect the quarter in which they occur and cause fluctuations in Cibus’ operating results.

Sustainable Ingredients

The sustainable ingredients industry is still emerging.

The sustainable, low-carbon ingredients industry is still emerging, driven by government policy and regulations, low-carbon technology advancement, and shifting sentiment and societal preferences, and as an emerging industry is characterized by rapid change.

Cibus’ future success will depend, in part, on its ability to adapt to address the evolving market environment and the changing needs of its licensee customers on a timely and cost-effective basis. This will require Cibus to compete with an increasing number of new market entrants, including companies that are pursuing novel technologies and methods of production.

Should Cibus be unable to effectively and efficiently address such market changes, this would have a material adverse effect on Cibus’ business, results of operations and financial condition.

Risks Related to Regulatory and Legal Matters

Ethical, legal and social concerns about the use of gene-edited plants and microorganisms could limit licensing demand for Cibus’ intellectual property.

The intellectual property that Cibus intends to license to third parties uses non-transgenic gene-editing of plants and microorganisms. Public perception about the safety of, and ethical, legal or social concerns over, gene-edited products, including plants and microorganisms, could affect public acceptance of products incorporating Cibus’ licensed intellectual property. If potential licensees are concerned that downstream products incorporating such licensed intellectual property may not be accepted by their customers or end-users, this may adversely impact demand for the licensing arrangements that Cibus intends to pursue. If Cibus is not able to overcome any such concerns, this could have a material adverse effect on Cibus’ business, results of operations and financial condition.

Regulatory requirements for gene-edited products are uncertain and evolving. Adverse changes in the current application of these laws would have a significant negative impact on Cibus’ ability to develop and commercialize its product candidates.

Changes in regulatory requirements applicable to Cibus’ productivity trait or sustainable ingredient product candidates could result in a substantial increase in the time and costs associated with their development and could negatively impact Cibus’ operating results.

To date, Cibus’ productivity trait products have been subject to the United States’ self-regulatory framework. Prior to August 2020, Cibus used the USDA’s AIR process for the assessment of its productivity traits. In 2004, APHIS informed Cibus in writing that products developed using its RTDS (specifically where Cibus used the GRON in an early version of its technologies under the RTDS umbrella) are not subject to regulation under the PPA. In 2018, the USDA determined not to require an AIR assessment for products that used modern forms of mutagenesis if it was clear these outcomes could occur in nature—an opinion that applies to Cibus’ newer technologies under the RTDS umbrella. In August 2020, the AIR process was replaced by the USDA’s SECURE rule, under which, certain categories of modified plants are exempt from regulations because

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they could have been developed through traditional breeding techniques and are unlikely to pose an increased plant pest risk. In addition, plants determined by APHIS to be non-regulated because they are unlikely to pose a plant pest risk, are exempt from the regulations, and a confirmation of this determination can be requested from APHIS. Cibus continues to work with the USDA, as developing plants with new productivity traits for herbicide tolerance or plants with multiple gene-edited traits may need to be assessed through the SECURE rule’s confirmation process.

In the event that any of Cibus’ productivity trait candidates are found to contain inserted genetic material or otherwise differ from the descriptions Cibus has provided to the USDA, the USDA could determine that such products or productivity trait candidates are regulated articles, which would require Cibus to comply with the more onerous permit and notification requirements of the PPA. Moreover, Cibus cannot assure you that the USDA will analyze any of Cibus’ future productivity trait candidates in a manner consistent with its analysis of Cibus’ products or productivity trait candidates to date. Complying with the USDA’s plant pest regulations, including permitting requirements, is a costly, time-consuming process and could substantially delay or prevent the commercialization of Cibus’ products.

There can be no guarantee that the governing regulations in the United States will not change. It is difficult for Cibus and its licensee customers to predict whether U.S. regulators 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 developed with Cibus’ RTDS technologies to more burdensome standards, thereby substantially increasing the time and costs associated with required regulatory activities of Cibus and its customers. If the regulatory burden and expense required for the utilization of Cibus’ products becomes too significant, its customers may seek alternatives that involve lesser regulatory costs.

Some products containing Cibus’ productivity traits may be subject to FDA food product regulations or EPA environmental impact regulations. Under the FDA, any substance that is reasonably expected to become a food or animal feed component or additive is subject to FDA premarket review and approval, unless generally recognized among qualified experts as having been adequately shown to be GRAS or the use of the substance is otherwise excluded from the “food additive” definition. The FDA may classify some or all of Cibus’ productivity traits as containing a food additive that is not GRAS or otherwise determine that further review is required. Such classification would cause these productivity traits to require premarket approval, which could delay a licensee customer’s commercialization of products containing these productivity traits. Such a classification could substantially increase the time and costs associated with required regulatory activities of Cibus and its customers. If the regulatory burden and expense required becomes too significant, Cibus’ customers may seek alternatives that involve lesser regulatory costs.

The FDA’s thinking on the use of genome editing techniques to produce new plant varieties that are used for human or animal food continues to evolve, and in January 2017, the FDA announced an RFC seeking public input to help inform its thinking about human and animal foods derived from new plant varieties produced using genome editing techniques. If the FDA enacts new regulations or policies with respect to gene-edited plants, such policies could result in additional compliance costs and/or delay the commercialization of any products containing Cibus’ productivity trait candidates, which could adversely affect Cibus’ profitability.

In the EU, GMOs and genetically modified food and feed products can only be sold in the market once they have been properly authorized. With respect to GMOs and genetically modified food and feed products, an application for authorization must be submitted under Directive 2001/18/EC if a company seeks to release GMOs for experimental purposes (e.g., field tests) and/or to sell GMOs, as such or in products, in the market (e.g., cultivation, importation or processing) and an application for authorization must be submitted under Regulation (EC) 1829/2003 if a company seeks to sell GMOs in the market for food and feed use and/or food and feed products containing or produced from GMOs. At the national level, EU member states have the ability to restrict or prohibit GMO cultivation in their territories by invoking various public policy grounds. In addition, EU directives establish specific labeling and traceability requirements for GMOs and products that contain or are produced from GMOs.

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Finally, genetically modified plant varieties must be authorized in accordance with Directive 2001/18/EC and/or Regulation (EC) 1829/2003, as applicable, before they can be included in a “Common Catalogue of Varieties,” which would permit the seeds of such genetically modified varieties to be marketed in the EU.

On July 25, 2018, the ECJ issued a final ruling that concluded that organisms obtained by modern mutagenesis plant breeding techniques, including Cibus’ ODM technologies, are GMOs and are subject to Directive 2001/18/EC and its obligations, including stringent pre-market authorization and associated environmental risk assessment requirements. The ECJ found further that varieties obtained by modern forms of mutagenesis are genetically modified varieties required to be authorized in accordance with Directive 2001/18/EC and/or Regulation (EC) 1829/2003, as applicable, before they can be included in a “Common Catalogue of Varieties,” which would permit the seeds of such genetically modified varieties to be marketed in the EU. As a result of the ECJ ruling, the authorities of EU member states are required to treat organisms obtained by new techniques of directed mutagenesis, including those utilized in substantially all productivity traits in Cibus’ current pipeline, as GMOs. Such organisms therefore remain subject to the onerous pre-market assessments and authorization procedures derived from Directive 2001/18/EC or, if applicable, Regulation (EC) 1829/2003, as well as to the labeling and traceability requirements applicable to GMOs.

Complying with such EU regulations is costly and time-consuming, and has no guarantee of success and could therefore substantially delay or totally prevent the commercialization in the EU of products containing productivity traits developed by Cibus. Accordingly, the EU regulatory framework materially adversely affects demand among potential licensee customers for Cibus’ gene-edited productivity traits.

See “Cibus Business—Government Regulations and Product Approval.”

Potential changes in regulatory frameworks that would be beneficial to Cibus may not come to fruition.

Currently, authorities of EU member states are required under EU regulations to treat organisms obtained by new techniques of directed mutagenesis, including those utilized in substantially all productivity traits in Cibus’ current pipeline, as GMOs. Such organisms therefore remain subject to onerous pre-market assessments and authorization procedures as well as labeling and traceability requirements applicable to GMOs.

For so long as the UK was an EU member state, the UK regulated GMOs in alignment with EU legislation. However, following the UK’s departure from the EU, the UK has diverged from this historical alignment. In May 2022, a Bill was introduced in the UK aiming to remove plants and animals produced using modern biotechnologies, and the food and feed derived from them, from Genetically Modified Organisms (GMO) regulation if those organisms could have occurred naturally or been produced by traditional methods. This Bill has reached the penultimate stage of the legislative process and is due to have its final reading before being granted royal assent on February 1, 2023. Although there can be no definitive certainty that the Bill will pass the final stage, given the lack of opposition to date, it appears most likely that the Bill will become law in 2023.

Cibus believes that the EU is also positioned for important regulatory changes that, if adopted, promise to enable more open and fair trade in agriculture for these new technologies. In connection with a follow-up case to the ECJ’s 2018 decision, the appointed Advocate General delivered an opinion suggesting to the ECJ that it declare certain GMOs—namely, those resulting from random mutagenesis applied in vitro—to be exempted from the EU’s GMO Directive. At the same time, the European Commission has announced that it is considering policy options aimed at facilitating the development and uptake of certain some new genomic techniques (NGTs) and their products, taking into account in particular the lower risk profiles of certain plants produced by certain techniques—namely, targeted mutagenesis and cisgenesis—compared to plants obtained with traditional transgenic genetic modification techniques. A proposal for a new EU Regulation in this field has been announced for the second half of 2023 which could potentially relax the rules applicable to the mentioned techniques and products.

Cibus’ management believes that there is strong momentum in the EU in support of changes to EU regulation of non-transgenic gene-editing, such as ODM techniques. Accordingly, although there cannot be any

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guarantee that any regulatory changes will be adopted in the EU, Cibus anticipates such changes occurring as early as 2023. Cibus management has reflected this expectation in its business plan, including its forecasts and projections regarding Cibus’ market opportunities.

Whether the regulatory changes in the UK will facilitate the sale of Cibus products in the UK and whether the regulatory changes in the EU will materialize and thereafter facilitate the sale of Cibus products in the EU remains speculative. If the EU regulatory changes do not come to fruition, products containing Cibus’ productivity traits would remain subject to the stringent EU regulations applicable to GMOs, which would require material adjustments to a key assumption underlying Cibus’ business plan. Further, even if the legal and regulatory regime in the UK and EU is relaxed as proposed, there can be no assurance that products including Cibus’ licensed productivity traits will be accepted by consumers and other market participants.

Finally, if and to the extent that the EU regulatory proposal is ultimately published, it will likely have to follow the ordinary legislative procedure, which means that approval by the European Council and the European Parliament will be necessary in order for European OGM law to be amended (and potentially relaxed) as regards the targeted NGTs, which process may take several years.

The regulatory environment varies greatly from region to region and in many countries is less developed than in the United States and the EU.

Outside of the United States and the EU, the regulatory environment around gene editing in plants and microorganisms is uncertain and varies greatly from jurisdiction to jurisdiction. Each jurisdiction may have its own regulatory framework regarding genetically modified organisms, which may include restrictions and regulations on planting and growing genetically modified plants and in the consumption and labeling of genetically modified foods, which may encapsulate products containing Cibus licensed intellectual property. The two leading jurisdictions, the United States and the EU, have distinctly different regulatory regimes. Cibus cannot predict how the global regulatory landscape regarding gene editing in plants and microorganisms will evolve, and Cibus may incur increased regulatory costs as regulations change in the jurisdictions in which it operates.

Cibus cannot predict whether or when any jurisdiction will change its regulations with respect to products incorporating Cibus licensed intellectual property. Advocacy groups have engaged in publicity campaigns and filed lawsuits in various countries against companies and regulatory authorities, seeking to halt regulatory approval activities or influence public opinion against genetically engineered products. In addition, governmental reaction to negative publicity could result in greater regulation of genetic research and derivative products or regulatory costs that render Cibus’ product development and the commercialization of products containing Cibus licensed intellectual property cost prohibitive.

The scale of the commodity food industry may make it difficult to monitor and control the distribution of products containing gene-edited Cibus traits. As a result, such products may be sold inadvertently within jurisdictions where they are not approved for distribution. Such sales may lead to regulatory challenges or lawsuits against its licensees, which could seek to name Cibus as a party and which could result in significant expenses and management attention.

Government policies and regulations, particularly those affecting the agricultural sector and related industries, could adversely affect Cibus’ operations and profitability.

Agricultural production and trade flows are subject to government policies and regulations. Governmental policies and approvals of technologies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives and import and export restrictions on agricultural commodities and commodity products can influence the planting of certain crops, the location and size of crop production, and the volume and types of imports and exports. Future government policies in the United States, Canada, the EU or in other countries could discourage farmers from using products containing Cibus productivity traits or food processors from purchasing harvested

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crops containing Cibus’ traits or could encourage the use of its competitors’ products, which would put Cibus at a commercial disadvantage and could negatively impact its future revenues and results of operations.

Cibus uses hazardous chemicals and biological materials in its business. Compliance with environmental, health and safety laws and regulations and any claims relating to improper handling, storage or disposal of these materials could be time consuming and costly.

Cibus is subject to 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. Cibus’ research and development processes may involve the controlled use of hazardous materials, including chemicals and biological materials. Cibus cannot eliminate the risk of contamination or discharge and any resultant injury from these materials. Cibus 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 Cibus’ liability with respect to such claims may exceed any insurance coverage that it maintains or the value of its total assets. Compliance with environmental, health and safety laws and regulations is time consuming and expensive. If Cibus 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, Cibus 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 Cibus’ research, development or production efforts.

Adverse outcomes in future legal proceedings could subject Cibus to substantial damages, adversely affect its results of operations, harm its reputation and result in governmental actions.

Cibus may become party to legal proceedings, including matters involving personnel and employment issues, personal injury, product liability, environmental matters, intellectual property disputes and other proceedings. Cibus may be held liable if its traits do not perform as anticipated by its customers, or if any product that uses its technologies or incorporates any of its traits causes injury or is found otherwise unsuitable during marketing, sale or consumption. Courts could levy substantial damages against Cibus in connection with claims for injuries allegedly caused by use of such products.

The detection of unintended traits in Cibus’ products could result in governmental actions such as mandated crop destruction, product recalls or environmental cleanup or monitoring. Concerns about seed quality could also lead to additional regulations being imposed on Cibus’ business, such as regulations related to testing procedures, mandatory governmental reviews of biotechnology advances, or the integrity of the food supply chain from the farm to the finished product.

Depending on their nature, certain future legal proceedings could result in substantial damages or payment awards that exceed Cibus’ insurance coverage. Cibus will estimate its exposure to any future legal proceedings and establish provisions for the estimated liabilities where it is reasonably possible to estimate and where an adverse outcome is probable. Assessing and predicting the outcome of these matters will involve substantial uncertainties. Furthermore, even if the outcome is ultimately in Cibus’ favor, its costs associated with such litigation may be material. Adverse outcomes in future legal proceedings or the costs and expenses associated therewith could damage Cibus’ market reputation and have an adverse effect on its results of operations.

Cibus is subject to governmental export and import controls that could impair its ability to compete in international markets due to licensing requirements and subject Cibus to liability if it is not in compliance with applicable laws.

Cibus’ productivity trait and sustainable ingredient candidates are subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations, and various economic and trade sanction regulations administered by the U.S. Treasury Department’s Office of Foreign

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Assets Controls. Exports of Cibus’ technologies must be made in compliance with these laws and regulations. If Cibus fails to comply with these laws and regulations, Cibus and certain of its employees could be subject to substantial civil or criminal penalties, including the possible loss of export or import privileges; fines, which may be imposed on Cibus and the responsible employees or managers; and, in extreme cases, the incarceration of the responsible employees or managers.

In addition, changes in Cibus’ technologies or changes in applicable export or import laws and regulations may create delays in the introduction and sale of products containing Cibus’ technologies in international markets, prevent Cibus’ customers from deploying their products or, in some cases, prevent the export or import of Cibus’ technologies to certain countries, governments or persons altogether. Any change in export or import laws and regulations, shift in the enforcement or scope of existing laws and regulations, or change in the countries, governments, persons or technologies targeted by such laws and regulations, could also result in decreased use of Cibus’ technologies, or in its decreased ability to export or sell its products to existing or potential customers. Any decreased use of Cibus’ technologies or limitation on Cibus’ ability to export or sell such technologies would likely adversely affect its business, financial condition and results of operations.

Cibus is subject to anti-corruption and anti-money laundering laws with respect to both its domestic and international operations, and non-compliance with such laws can subject Cibus to criminal and civil liability and harm its business.

Cibus is subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, and possibly other anti-bribery and anti-money laundering laws in countries in which it conducts activities. Anti-corruption laws are interpreted broadly and prohibit Cibus from authorizing, offering, or directly or indirectly providing improper payments or benefits to recipients in the public or private sector. Cibus may have direct and indirect interactions with government agencies and state affiliated entities and universities in the course of its business. Cibus may also have certain matters come before public international organizations such as the United Nations. Cibus uses third-party contractors, strategic commercial partners, law firms, and other representatives for certain aspects of regulatory compliance, patent registration, lobbying, deregulation advocacy, field testing, and other purposes in a variety of countries. Cibus can be held liable for the corrupt or other illegal activities of these third-parties, Cibus’ employees, representatives, contractors and agents, even if Cibus does not explicitly authorize such activities. In addition, although Cibus has implemented policies and procedures to ensure compliance with anti-corruption and related laws, there can be no assurance that all of its employees, representatives, contractors, partners, or agents will comply with these laws at all times. Noncompliance with these laws could subject Cibus to whistleblower complaints, investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and debarment from contracting with certain governments or other persons, the loss of export privileges, reputational harm, adverse media coverage, and other collateral consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if Cibus does not prevail in any possible civil or criminal litigation, its business, results of operations and financial condition could be materially harmed. In addition, responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees. Enforcement actions and sanctions could further harm Cibus’ business, results of operations and financial condition.

Risks Related to Intellectual Property

Cibus’ ability to compete may decline if it does not adequately protect its intellectual property proprietary rights.

Cibus’ commercial success depends, in part, on obtaining and maintaining proprietary rights to its and its licensors’ intellectual property as well as successfully defending these rights against third party challenges. Cibus will only be able to protect its products, productivity trait or sustainable ingredient candidates, processes and technologies from unauthorized use by third parties to the extent that valid and enforceable patents, or effectively

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protected trade secrets, cover them. Cibus’ ability to obtain patent protection for its products, productivity trait or sustainable ingredient candidates, processes and technologies is uncertain due to a number of factors, including:

Even if Cibus owns, obtains or in-licenses patents covering its products, productivity trait or sustainable ingredient candidates, processes and technologies, Cibus may still be barred from making, using and selling its products, productivity trait or sustainable ingredient candidates, processes and technologies because of the patent rights or intellectual property rights of others. Others may have filed, and in the future may file, patent applications covering products, productivity trait or sustainable ingredient candidates, processes or technologies that are similar or identical to Cibus’, which could materially affect Cibus’ ability to successfully develop and commercialize its products and productivity trait or sustainable ingredient candidates. In addition, because patent applications can take many years to issue, there may be currently pending applications unknown to Cibus that may later result in issued patents that Cibus’ products, productivity trait or sustainable ingredient candidates, processes or technologies may infringe. These patent applications may have priority over patent applications filed by Cibus or its licensors.

Obtaining and maintaining a patent portfolio entails significant expense of resources. Part of such expense includes periodic maintenance fees, renewal fees, annuity fees and various other governmental fees on patents and/or applications due over the course of several stages of prosecuting patent applications, and over the lifetime of maintaining and enforcing issued patents. Cibus or its licensors may or may not choose to pursue or maintain protection for particular intellectual property in Cibus’ or its licensors’ portfolio. If Cibus or its licensors choose to forgo patent protection or to allow a patent application or patent to lapse purposefully or inadvertently, Cibus’ competitive position could suffer. Furthermore, Cibus and its licensors employ reputable law firms and other professionals to help comply with the various procedural, documentary, fee payment and other similar provisions Cibus and they are subject to and, in many cases, an inadvertent lapse can be cured by payment of a late fee or by

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other means in accordance with the applicable rules. There are situations, however, in which failure to make certain payments or noncompliance with certain requirements in the patent prosecution and maintenance process can result in abandonment or lapse of a patent or patent application, resulting in a partial or complete loss of patent rights in the relevant jurisdiction. In such an event, Cibus’ competitors might be able to enter the market, which would have a material adverse effect on Cibus’ business.

Legal action that may be required to enforce Cibus’ patent rights can be expensive and may involve the diversion of significant management time. In addition, these legal actions could be unsuccessful and could also result in the invalidation of Cibus’ or its licensors’ patents or a finding that they are unenforceable. Cibus or its licensors may or may not choose to pursue litigation or other actions against those that have infringed on Cibus’ or their patents, or have used them without authorization, due to the associated expense and time commitment of monitoring these activities. In some cases, the enforcement and defense of patents Cibus in-licenses is controlled by the applicable licensor. If such licensor fails to actively enforce and defend such patents, any competitive advantage afforded by such patents could be materially impaired. In addition, some of Cibus’ competitors may be able to sustain the costs of such litigation or proceedings more effectively than Cibus or its licensors can because of their greater financial resources and more mature and developed intellectual property portfolios. Accordingly, despite Cibus’ efforts, Cibus may not be able to prevent third parties from infringing upon or misappropriating or from successfully challenging Cibus’ intellectual property rights. If Cibus fails to protect or to enforce its intellectual property rights successfully, its competitive position could suffer, which could harm its results of operations.

In addition to patent protection, because Cibus operates in the highly technical field of biotechnology, Cibus relies in part on trade secret protection in order to protect its proprietary technology and processes. However, trade secrets are difficult to protect. Monitoring unauthorized uses and disclosures is difficult, and Cibus does not know whether the steps it has taken to protect its proprietary technologies will be effective. Cibus cannot guarantee that its trade secrets and other proprietary and confidential information will not be disclosed or that competitors will not otherwise gain access to Cibus’ trade secrets. Despite these efforts, any of these parties may breach the agreements and disclose Cibus’ proprietary information, including its trade secrets, and Cibus may not be able to obtain adequate remedies for such breaches. Cibus enters into confidentiality and intellectual property assignment agreements with its employees, consultants, outside scientific collaborators, sponsored researchers and other advisors. These agreements generally require that the other party keep confidential and not disclose to third parties all confidential information developed by the party or made known to the party by Cibus during the course of the party’s relationship with Cibus. These agreements also generally provide that inventions conceived by the party in the course of rendering services to Cibus will be Cibus’ exclusive property. However, these agreements may be breached or held unenforceable and may not effectively assign intellectual property rights to Cibus.

In addition to contractual measures, Cibus tries to protect the confidential nature of its proprietary information using physical and technological security measures. Such measures may not provide adequate protection for Cibus’ proprietary information. For example, Cibus’ security measures may not prevent an employee or consultant with authorized access from misappropriating Cibus’ trade secrets and providing them to a competitor, and the recourse Cibus has available against such misconduct may not provide an adequate remedy to protect its interests fully. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive and time consuming, and the outcome is unpredictable. In addition, courts outside the United States may be less willing to protect trade secrets. Furthermore, Cibus’ proprietary information may be independently developed by others in a manner that could prevent legal recourse by Cibus. If any of Cibus’ confidential or proprietary information, including its trade secrets, were to be disclosed or misappropriated, or if any such information was independently developed by a competitor, Cibus’ competitive position could be harmed and its business could be materially and adversely affected.

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

The patent positions of biotechnology companies and other actors in Cibus’ fields of business can be highly uncertain and typically involve complex scientific, legal and factual analyses. In particular, 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 standards of the United States Patent and Trademark Office (the “USPTO”) and foreign patent offices are sometimes uncertain and could change in the future. Consequently, the issuance and scope of patents cannot be predicted with certainty. Patents, if issued, may be challenged, invalidated, narrowed or circumvented. U.S. patents and patent applications may also be subject to interference proceedings, and U.S. patents may be subject to reexamination proceedings, post-grant review, inter partes review, or other administrative proceedings in the USPTO. Foreign patents as well may be subject to opposition or comparable proceedings in corresponding foreign patent offices. Challenges to Cibus’ or its licensors’ patents and patent applications, if successful, may result in the denial of Cibus’ or its licensors’ patent applications or the loss or reduction in their scope. In addition, such interference, reexamination, post-grant review, inter partes review, opposition proceedings and other administrative proceedings may be costly and involve the diversion of significant management time. Accordingly, rights under any of Cibus’ or its licensors’ patents may not provide Cibus with sufficient 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 Cibus’ business.

Furthermore, even if not challenged, Cibus’ or its licensors’ patents and patent applications may not adequately protect its products, productivity trait or sustainable ingredient candidates, processes or technologies or prevent others from designing their products or technology to avoid being covered by Cibus’ or its licensors’ patent claims. If the breadth or strength of protection provided by the patents Cibus owns or licenses with respect to its products, productivity trait or sustainable ingredient candidates, processes or technologies is threatened, it could dissuade companies from partnering with Cibus to develop, and could threaten its ability to successfully commercialize, its products and productivity trait or sustainable ingredient candidates. Furthermore, for U.S. patent applications in which claims are entitled to a priority date before March 16, 2013, an interference proceeding can be provoked by a third party or instituted by the USPTO in order to determine who was the first to invent any of the subject matter covered by such patent claims.

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

If Cibus or its licensors fail to obtain and maintain patent protection and trade secret protection of Cibus’ products, productivity trait or sustainable ingredient candidates, processes and technologies, Cibus could lose its competitive advantage and competition it faces would increase, potentially reducing revenues and having a material adverse effect on its business.

The lives of Cibus’ patents may not be sufficient to effectively protect its products and business.

Patents have a limited lifespan. Individual patent terms extend for varying periods of time, depending upon the date of filing of the patent application, the date of patent issuance, and the legal term of patents in the countries in which they are obtained. In the United States, the natural expiration of a patent is generally 20 years after its first effective filing date. Although various extensions may be available, the life of a patent, and the protection it affords, is limited. In addition, although a U.S. patent’s life can be increased based on certain delays caused by the USPTO, this increase can be reduced or eliminated based on certain delays caused by the patent applicant during patent prosecution. However, the actual protection afforded by a patent varies on a product-by-product basis, from country-to-country, and depends upon many factors, including the type of patent,

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the scope of its coverage, the availability of legal remedies in a particular country, and the validity and enforceability of the patent. If Cibus or its licensors do not have sufficient patent life to protect its products, productivity trait or sustainable ingredient candidates, processes and technologies, its business and results of operations will be adversely affected.

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

Filing, prosecuting and defending patents on Cibus’ products, productivity trait or sustainable ingredient candidates, processes and technologies in all countries and jurisdictions throughout the world would be prohibitively expensive, and Cibus’ 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, Cibus may not be able to prevent third parties from practicing Cibus’ inventions in all countries outside the United States, or from selling or importing products made using Cibus’ inventions in and into the United States or other jurisdictions.

Competitors may use Cibus’ technologies in jurisdictions where Cibus or its licensors do not pursue and obtain patent protection to develop their own products and further, may export otherwise infringing products to territories where Cibus or its licensors have patent protection, but where the ability to enforce Cibus’ or its licensors’ patent rights is not as strong as in the United States. These products may compete with Cibus’ products and its intellectual property rights and such rights may not be effective or sufficient to prevent such competition.

The laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States. Patent protection must be sought on a country-by-country basis, which is an expensive and time-consuming process with uncertain outcomes. Accordingly, Cibus and its licensors may choose not to seek patent protection in certain countries, and Cibus will not have the benefit of patent protection in such countries. In addition, the legal systems of some countries, particularly developing countries, do not favor the enforcement of patents and other intellectual property protection, especially those relating to biotechnologies, and the requirements for patentability differ, in varying degrees, from country to country, and the laws of some foreign countries do not protect intellectual property rights, including trade secrets, to the same extent as federal and state laws of the United States. As a result, many companies have encountered significant problems in protecting and defending intellectual property rights in certain foreign jurisdictions. Such issues may make it difficult for Cibus to stop the infringement, misappropriation or other violation of its intellectual property rights. For example, many foreign countries, including the EU countries, have compulsory licensing laws under which a patent owner must grant licenses to third parties. In addition, many countries limit the enforceability of patents against third parties, including government agencies or government contractors. In these countries, patents may provide limited or no benefit. In those countries, Cibus and its licensors may have limited remedies if patents are infringed or if Cibus or its licensors are compelled to grant a license to a third party, which could materially diminish the value of those patents. This could limit Cibus’ potential revenue opportunities. Accordingly, Cibus’ and its licensors’ efforts to enforce intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that Cibus owns or licenses. Similarly, if Cibus’ trade secrets are disclosed in a foreign jurisdiction, competitors worldwide could have access to Cibus’ proprietary information and Cibus may be without satisfactory recourse. Such disclosure could have a material adverse effect on Cibus’ business. Moreover, Cibus’ ability to protect and enforce its intellectual property rights may be adversely affected by unforeseen changes in foreign intellectual property laws.

Furthermore, proceedings to enforce Cibus’ licensors’ and Cibus’ own patent rights and other intellectual property rights in foreign jurisdictions could result in substantial costs and divert Cibus’ efforts and attention from other aspects of its business, could put Cibus’ or its licensors’ patents at risk of being invalidated or interpreted narrowly, could put Cibus’ or its licensors’ patent applications at risk of not issuing and could

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provoke third parties to assert claims against Cibus or its licensors. Cibus may not prevail in any lawsuits that it initiates and the damages or other remedies awarded to Cibus, if any, may not be commercially meaningful, while the damages and other remedies Cibus may be ordered to pay such third parties may be significant. Accordingly, Cibus’ licensors’ and Cibus’ own efforts to enforce its intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that Cibus develops or licenses.

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

Third parties may in the future make claims challenging the inventorship or ownership of Cibus’ or its licensors’ intellectual property. Cibus has written agreements with research and development partners that provide for the ownership of intellectual property arising from its strategic alliances. These agreements provide that Cibus must negotiate certain commercial rights with such partners with respect to joint inventions or inventions made by Cibus’ partners that arise from the results of the strategic alliance. In some instances, there may not be adequate written provisions to address clearly the allocation of intellectual property rights that may arise from the respective alliance. If Cibus cannot successfully negotiate sufficient ownership and commercial rights to the inventions that result from Cibus’ use of a third-party partner’s materials when required, or if disputes otherwise arise with respect to the intellectual property developed through the use of a partner’s samples, Cibus may be limited in its ability to capitalize on the full market potential of these inventions. In addition, Cibus may face claims by third parties that its agreements with employees, contractors or consultants obligating them to assign intellectual property to Cibus are ineffective, or are in conflict with prior or competing contractual obligations of assignment, which could result in ownership disputes regarding intellectual property Cibus has developed or will develop and could interfere with Cibus’ ability to capture the full commercial value of such inventions. Litigation may be necessary to resolve an ownership dispute, and if Cibus is not successful, Cibus may be precluded from using certain intellectual property and associated products, processes and technologies, or may lose its rights in that intellectual property. Either outcome could have a material adverse effect on Cibus’ business.

Cibus may not identify relevant third party patents or may incorrectly interpret the relevance, scope or expiration of a third party patent which might adversely affect Cibus’ ability to develop and market its products or productivity trait or sustainable ingredient candidates.

Cibus cannot guarantee that any of its patent searches or analyses, including but not limited to the identification of relevant patents, the scope of patent claims or the expiration of relevant patents, are complete or thorough, nor can Cibus be certain that it has identified each and every third party patent and pending application in the United States and abroad that is relevant to or necessary for the commercialization of Cibus’ products or productivity trait or sustainable ingredient candidates in any jurisdiction.

The scope of a patent claim is determined by an interpretation of the law, the written disclosure in a patent and the patent’s prosecution history. Cibus’ interpretation of the relevance or the scope of a patent or a pending application may be incorrect, which may negatively impact Cibus’ ability to market its products. Cibus may incorrectly determine that its products are not covered by a third party patent or may incorrectly predict whether a third party’s pending application will issue with claims of relevant scope. Cibus’ determination of the expiration date of any patent in the United States or abroad that Cibus considers relevant may be incorrect, which may negatively impact Cibus’ ability to develop and market its products or productivity trait or sustainable ingredient candidates. Cibus’ failure to identify and correctly interpret relevant patents may negatively impact its ability to develop and market its products or productivity trait or sustainable ingredient candidates.

Third parties may assert that Cibus’ employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.

Cibus currently employs, and in the future may employ, individuals who were previously employed at universities or other biotechnology companies, including Cibus’ competitors or potential competitors. Although Cibus tries to ensure that its employees and consultants do not use the proprietary information or know-how of

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others in their work for Cibus, Cibus may be subject to claims that it or its employees, consultants or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information, of a former employer or other third parties. Litigation may be necessary to defend against these claims. If Cibus fails in defending any such claims, in addition to paying monetary damages, Cibus may lose valuable intellectual property rights or personnel or damage its reputation. Even if Cibus is successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

Any infringement, misappropriation or other violation by Cibus of intellectual property rights of others may prevent or delay Cibus’ product development efforts and may prevent or increase the costs of Cibus successfully commercializing its products or productivity trait or sustainable ingredient candidates, if approved.

The biotechnology industry is characterized by extensive litigation regarding patents and other intellectual property rights. Cibus’ 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. Cibus cannot assure you that its business operations, products, productivity trait or sustainable ingredient candidates and methods and the business operations, products, productivity trait or sustainable ingredient candidates and methods of its partners do not or will not infringe, misappropriate or otherwise violate the patents or other intellectual property rights of third parties. Cibus may, from time to time, utilize techniques or compounds for which Cibus has determined a license is not required. For example, in some cases, Cibus uses DNA-breaking reagents, such as CRISPR-Cas9, to make site-specific cuts in the DNA of a plant cell. In cases where Cibus has determined a license is not required, other parties may allege that the use of such techniques or compounds infringes, misappropriates or otherwise violates patent claims or other intellectual property rights held by them or that Cibus is employing their proprietary technology without authorization.

Other parties may allege that Cibus’ products, productivity trait or sustainable ingredient candidates, processes or technologies infringe, misappropriate or otherwise violate patent claims or other intellectual property rights held by them or that Cibus 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 Cibus may require Cibus to pay substantial damages, including treble damages and attorneys’ fees if Cibus 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 Cibus is forced to take a license. Such a license may not be available on commercially reasonable terms, or at all. Even if Cibus was able to obtain a license, it could be non-exclusive, thereby giving Cibus’ competitors access to the same intellectual property rights or technologies licensed to Cibus. In addition, if any such claim were successfully asserted against Cibus and Cibus could not obtain a license, Cibus or its partners may be forced to stop or delay developing, manufacturing, selling or otherwise commercializing its products, productivity trait or sustainable ingredient candidates or other infringing technology, or those Cibus develops with its research and development partners.

Even if Cibus is successful in these proceedings, Cibus may incur substantial costs and divert management time and attention pursuing these proceedings, which could have a material adverse effect on Cibus. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of Cibus’ 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 investors perceive these results to be negative, it could have a substantial adverse effect on the value of Cibus’ securities. Such litigation or proceedings could substantially increase Cibus’ operating losses and reduce the resources available for development activities or any future sales, marketing or distribution activities. If Cibus is unable to avoid infringing the patent rights of others, Cibus 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. Cibus may not have sufficient resources to

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bring these actions to a successful conclusion. In addition, intellectual property litigation or claims could force Cibus to do one or more of the following:

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

Cibus may be unsuccessful in licensing or acquiring intellectual property from third parties that may be required to develop and commercialize Cibus’ products or productivity trait or sustainable ingredient candidates.

Because Cibus’ programs may involve the use of intellectual property or proprietary rights held by third parties, the growth of Cibus’ business will likely depend in part on its ability to acquire, in-license or use these intellectual property and proprietary rights. For example, if Cibus determined to use a technology to perform its gene editing, Cibus may need one or more licenses to use that technology. However, Cibus may be unable to acquire or in-license any third-party intellectual property or proprietary rights. Even if Cibus is able to acquire or in-license such rights, Cibus 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 a number of more established companies are also pursuing strategies to license or acquire third party intellectual property and proprietary rights that Cibus may consider attractive or necessary. These established companies may have a competitive advantage over Cibus due to their size, capital resources and agricultural development and commercialization capabilities.

Cibus sometimes partners with academic institutions to accelerate its research and development under written agreements with these institutions. Typically, these institutions provide Cibus with an option to negotiate a license to any of the institution’s rights in technology resulting from the strategic alliance. Regardless of such option, Cibus may be unable to negotiate a license within the specified time frame or under terms that are acceptable to Cibus, and the institution may license such intellectual property rights to third parties, potentially blocking Cibus’ ability to pursue its development and commercialization plans.

In addition, companies that perceive Cibus to be a competitor may be unwilling to assign or license intellectual property and proprietary rights to Cibus. Cibus 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 Cibus 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 Cibus has, Cibus may have to cease development of the relevant program, product or productivity trait or sustainable ingredient candidate, which could have a material adverse effect on its business.

If Cibus fails to comply with its obligations in the agreements under which Cibus licenses intellectual property rights from third parties or otherwise experience disruptions to its business relationships with its licensors, Cibus could lose license rights that are important to its business.

Cibus is a party to a number of intellectual property license agreements that are important to its business and expects to enter into additional license agreements in the future. Cibus’ existing license agreements impose, and

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Cibus expects that future license agreements will impose, various diligence, royalty and other obligations on Cibus. If Cibus fails to comply with its obligations under these agreements, or Cibus is subject to a bankruptcy, its licensors may have the right to terminate the license, in which event Cibus would not be able to market products or productivity trait or sustainable ingredient candidates covered by the license.

In addition, disputes may arise regarding the payment of the royalties or other considerations due to licensors in connection with Cibus’ exploitation of the rights it licenses from them. Licensors may contest the basis of payments Cibus retained and claim that Cibus is obligated to make payments under a broader basis. In addition to the costs of any litigation Cibus may face as a result, any legal action against Cibus could increase its payment obligations under the respective agreement and require Cibus to pay interest and potentially damages to such licensors.

In some cases, patent prosecution of Cibus’ licensed technology is controlled solely by the licensor. If such licensor fails to obtain and maintain patent or other protection for the proprietary intellectual property Cibus licenses from such licensor, Cibus could lose its rights to such intellectual property or the exclusivity of such rights, and its competitors could market competing products using such intellectual property. In addition, these patents and applications may not be prosecuted and enforced in a manner consistent with the best interests of Cibus’ business. In that event, Cibus may be required to expend significant time and resources to develop or license replacement technology. If Cibus is unable to do so, Cibus may be unable to develop or commercialize the affected products and productivity trait or sustainable ingredient candidates, which could harm its business significantly. In other cases, Cibus controls the prosecution of patents resulting from licensed technology. In the event Cibus breaches any of its obligations related to such prosecution, Cibus may incur significant liability to its licensing partners. Cibus may also require the cooperation of its licensors to enforce any licensed patent rights, and such cooperation may not be provided. Moreover, Cibus has obligations under these license agreements, and any failure to satisfy those obligations could give its licensor the right to terminate the agreement. Termination of a necessary license agreement could have a material adverse impact on Cibus’ business.

Licensing of intellectual property is of critical importance to Cibus’ business and involves complex legal, business and scientific issues and is complicated by the rapid pace of scientific discovery in its industry. Disputes may arise regarding intellectual property subject to a licensing agreement, including:

If disputes over intellectual property that Cibus has licensed from third parties prevent or impair Cibus’ ability to maintain its current licensing arrangements on acceptable terms, Cibus may be unable to successfully develop and commercialize the affected products or productivity trait or sustainable ingredient candidates, which could have a material adverse effect on its business.

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Some of the licenses Cibus may grant to its licensing partners to use Cibus’ proprietary genes in certain crops may be exclusive within certain jurisdictions, which could limit Cibus’ licensing opportunities.

Some of the licenses Cibus may grant its licensing partners to use Cibus’ proprietary traits in certain crops may be exclusive within specified jurisdictions, so long as its licensing partners comply with certain diligence requirements. That means that once traits are licensed to a licensing partner in a specified crop or crops, Cibus may be generally prohibited from licensing those traits to any third party. The limitations imposed by such exclusive licenses could prevent Cibus from expanding its business and increasing its product development initiatives with new licensing partners, both of which could adversely affect Cibus’ business and results of operations.

Cibus’ results of operations will be affected by the level of royalty payments that Cibus is required to pay to third parties.

Cibus is, or may become, party to agreements, including licensing agreements and its Warrant Exchange Agreement (as defined herein), that require Cibus to remit royalty payments and other payments related to its owned or licensed intellectual property.

Under its in-license agreements, Cibus may pay up-front fees and milestone payments and be subject to future royalties. Cibus cannot precisely predict the amount, if any, of royalties it will owe in the future, and if its calculations of royalty payments are incorrect, Cibus may owe additional royalties, which could negatively affect its results of operations. As its product sales increase, Cibus may, from time to time, disagree with its third-party collaborators as to the appropriate royalties owed and the resolution of such disputes may be costly and may consume management’s time. Furthermore, Cibus may enter into additional license agreements in the future, which may also include royalty, milestone and other payments.

If Cibus’ trademarks and trade names are not adequately protected, then Cibus may not be able to build name recognition in its markets of interest and its business may be adversely affected.

Cibus’ trademarks or trade names may be challenged, infringed, circumvented or declared generic or determined to be infringing on other marks. Cibus may not be able to protect its rights to these trademarks and trade names or may be forced to stop using these names and trademarks, which Cibus needs for name recognition by potential partners or farmers or processors in its markets of interest. If Cibus is unable to establish name recognition based on its trademarks and trade names, Cibus may not be able to compete effectively and its business may be adversely affected.

Risks Related to Cibus’ Organization and Operation

Cibus will need to develop and expand its company, and Cibus may encounter difficulties in managing this development and expansion, which could disrupt its operations.

Cibus expects to increase its number of employees and the scope and location of its operations. To manage its anticipated development and expansion, including the development and licensing of its productivity trait or sustainable ingredient candidates, Cibus must continue to implement and improve its managerial, operational and financial systems, expand its facilities and continue to recruit and train additional qualified personnel. Members of Cibus’ management team may need to divert a disproportionate amount of their attention away from their day-to-day activities and devote a substantial amount of time to managing these development activities. Due to Cibus’ limited resources, it may not be able to effectively manage the expansion of its operations or recruit and train additional qualified personnel. This may result in weaknesses in Cibus’ infrastructure, give rise to operational mistakes, loss of business opportunities, loss of employees and reduced productivity among remaining employees. The physical expansion of its operations may lead to significant costs and may divert financial resources from other projects, such as the development of Cibus’ productivity trait or sustainable ingredient candidates. If its management is unable to effectively manage Cibus’ expected development and expansion, Cibus’ expenses may increase more than expected, its ability to generate or increase its revenue could

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be reduced and Cibus may not be able to implement its business strategy. Cibus’ future financial performance and its ability to commercialize its products and productivity trait or sustainable ingredient candidates and compete effectively will depend, in part, on Cibus’ ability to effectively manage the future development and expansion of the company.

Cibus depends on key management personnel and attracting and retaining other qualified personnel, and its business could be harmed if Cibus loses key management personnel or cannot attract and retain other qualified personnel.

Cibus’ success depends to a significant degree upon the technical skills and continued service of certain members of its management team, particularly Rory Riggs, Peter Beetham and Greg Gocal. The loss of the services of any of these key executive officers could have a material adverse effect on Cibus. Cibus does not maintain “key person” insurance policies on the lives of any of its employees.

Cibus’ success will also depend upon its ability to attract and retain additional qualified management, regulatory, technical, and licensing executives and personnel. The failure to attract, integrate, motivate, and retain additional skilled and qualified personnel could have a material adverse effect on Cibus’ business. Cibus competes for such personnel against numerous companies, including larger, more established companies with significantly greater financial resources than Cibus possesses. In addition, failure to succeed in Cibus’ productivity trait or sustainable ingredient candidates’ development may make it more challenging to recruit and retain qualified personnel. There can be no assurance that Cibus 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.

Cibus’ internal computer systems, or those of its third-party contractors or consultants, may fail or suffer security breaches, which could result in a material disruption of Cibus’ operations.

Despite the implementation of security measures, Cibus’ internal computer systems, and those of third parties on which Cibus relies, are vulnerable to damage from computer viruses, malware, natural disasters, terrorism, war, telecommunication and electrical failures, cyber-attacks or cyber-intrusions over the Internet, attachments to emails, persons inside its organization, or persons with access to systems inside its organization. While Cibus does not believe that it has experienced any such material system failure, accident, or security breach to date, if such an event were to occur and cause interruptions in its systems, it could result in a material disruption of Cibus’ operations. For example, the loss of field trial data for Cibus’ productivity trait or sustainable ingredient candidates could result in delays in Cibus’ commercialization efforts and significantly increase Cibus’ costs to recover or reproduce the data. Additionally, there have been reported cases in the industry where productivity trait or sustainable ingredient candidates have been stolen from the field during field trials. To the extent that any disruption or security breach results in a loss of or damage to Cibus’ data or applications or other data or applications relating to its technology or productivity trait or sustainable ingredient candidates, or inappropriate disclosure of confidential or proprietary information, Cibus could incur liabilities, damage to its reputation, and the further development of its productivity trait or sustainable ingredient candidates could be delayed.

Public Health Crisis Risks

Cibus 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 Cibus’ 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 Cibus, Cibus’ suppliers, infrastructure partners, and customers do business. A regional epidemic or global pandemic and efforts to manage it, including those by governmental authorities,

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could have significant impacts on national and global financial markets, and could have a significant, negative impact on Cibus’ and its customers’ operating results. Disruptions could include partial shutdowns of Cibus’ facilities as mandated by government decree, significant travel restrictions, “work-from-home” orders, limited availability of Cibus’ 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 Cibus’ business.

The extent to which the COVID-19 pandemic will continue to impact Cibus’ business going forward will be dependent on future developments such as the length and severity of the crisis, the potential resurgence of the crisis, 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 Cibus’ 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 Cibus from the other risks described under the caption “—Risks Related to Cibus.”

Risks Related to the Combined Company

In determining whether you should approve the issuance of Class A Common Stock and Class B Common Stock and other matters related to the Transactions to Cibus Unitholders as Merger Consideration you should carefully read the following risk factors in addition to the risks described under “Risk Factors—Risks Related to the Mergers,” “Risk Factors—Risks Related to the Reverse Stock Splits,” “Risk Factors—Risks Related to Calyxt” and “Risk Factors—Risks Related to Cibus,” which will also apply to the Combined Company.

Cibus’ Royalty Liability may contribute to net losses for the Combined Company and cause the value for securities of the Combined Company to fluctuate.

In connection with two series of financings between November 2013 and December 2014, Cibus Global issued to each investor in these financings Cibus Warrants to purchase Cibus Series A Preferred Units. Subsequently, certain of the investors sold the Cibus Warrants to Cibus Global in exchange for ongoing quarterly payments equal to a portion of Cibus’ aggregate amount of certain worldwide revenues received during the applicable quarter. Cibus refers to its ongoing warrant purchase payment obligations as its “Royalty Liability.”

Pursuant to its Royalty Liability, Cibus is required to make quarterly royalty payments equal to 10% of all revenue attributable to its RTDS technologies, subject to certain exceptions, to the applicable investors which includes members of the Cibus Board and certain officers, who will also serve as directors and officers of Cibus, Inc. The financial interest of such directors and officers under the Royalty Liability may create real or perceived conflicts of interest between stockholders’ interests and those of such affiliates.

The requirement to make quarterly payments pursuant to the Royalty Liability commences with the first quarter in which the aggregate revenue attributable to RTDS technologies during any consecutive 12-month period equals or exceeds $50 million. At commencement, Cibus will be required to pay all aggregated but unpaid royalty payment amounts. Its Royalty Liability has an initial term of 30 years following the date on which the first royalty payment becomes due and payable, subject to a subsequent 30-year extension, at the option of the holders, for a payment of $100. Cibus’ payments under, and performance of, the Royalty Liability are secured by a security interest in substantially all of Cibus’ intellectual property. The satisfaction of its Royalty Liability and the interest expense related thereto may adversely affect the cash flow available for the Combined Company’s operations, particularly in connection with the initial payment of aggregated, but unpaid, royalty payment amounts.

Cibus has previously recorded a Royalty Liability on its consolidated balance sheets. Changes in expected royalty payments, as a result of changes to estimates of the underlying revenues, are accreted to interest expense

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using the effective interest method. As royalties are paid over the life of the arrangement, Cibus estimates the total amount of future royalty payments over the life of the Royalty Liability that will be required to be paid to holders of royalty rights. Cibus reassesses these estimated royalty payments periodically and, if the amount or timing of royalty payments differs materially from its prior estimates, Cibus will prospectively adjust the accretion of the effective interest expense. Fluctuations in the liability balance of its Royalty Liability due to changes in Cibus’ business model and anticipated revenues from productivity trait or sustainable ingredient candidates in development may cause the value of its securities to fluctuate.

The unaudited pro forma combined financial statements included in this proxy statement/prospectus are presented for illustrative purposes only and may not be an indication of the Combined Company’s financial condition or results of operations following the completion of the Transactions.

The unaudited pro forma combined financial statements contained in this proxy statement/prospectus are presented for illustrative purposes only and may not be an indication of the Combined Company’s financial condition or results of operations following the Transactions for several reasons. The unaudited pro forma combined financial statements have been derived from the historical consolidated financial statements of Calyxt and Cibus, and certain adjustments and assumptions have been made regarding the Combined Company after giving effect to the Transactions. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with accuracy and precision. Moreover, the unaudited pro forma combined financial statements do not reflect all costs that are expected to be incurred by the Combined Company in connection with the Transactions. For example, the impact of any incremental costs incurred in integrating the two companies is not reflected in the unaudited pro forma combined financial statements. As a result, the actual financial condition of the Combined Company following the Transactions may not be consistent with, or evident from, these unaudited pro forma combined financial statements. The assumptions used in preparing the unaudited pro forma combined financial information may not prove to be accurate, and other factors may affect the Combined Company’s financial condition following the Transactions. For more information, please see the section titled “Unaudited Pro Forma Combined Financial Statements” in this proxy statement/prospectus.

The Combined Company may fail to realize the anticipated benefits of the Transactions.

The success of the Combined Company will depend on, among other things, its ability to combine each of Calyxt’s and Cibus’ businesses in a manner that realizes anticipated synergies. Calyxt and Cibus anticipate that the Combined Company will benefit from synergies. If the Combined Company is not able to successfully achieve these synergies, or the cost to achieve these synergies is greater than expected, then the anticipated benefits of the Transactions may not be realized fully or at all or may take longer to realize than expected.

Neither Calyxt nor Cibus has ever been profitable and neither company generates significant revenue under its current business strategy. Both Calyxt and Cibus expect the Combined Company to incur substantial net losses for at least the next several years. Because of the risks and uncertainties associated with identifying, developing and licensing productivity traits and sustainable ingredient products, Calyxt and Cibus are unable to predict if and when the Combined Company may generate material licensing revenue or if it will ever become profitable. These uncertainties also make it difficult to forecast the extent of any future losses.

The failure to successfully integrate the businesses and operations of Calyxt and Cibus in the expected time frame may adversely affect the Combined Company’s future results.

Calyxt and Cibus have operated and, until the completion of the Transactions, will continue to operate independently. Accordingly, their respective businesses may not be integrated successfully. It is possible that the integration process could result in: the loss of key employees, customers, service providers, suppliers or business partners; the disruption of either company’s or both companies’ operations; inconsistencies in standards, controls, procedures and policies; potential unknown liabilities; unforeseen expenses, delays, or regulatory conditions associated with and following completion of the Transactions; or higher than expected integration

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costs and an overall post-completion integration process that takes longer than originally anticipated. Specifically, the following issues, among others, must be addressed in integrating the operations of Calyxt and Cibus in order to realize the anticipated benefits of the Transactions:

In addition, until the Transactions are consummated, the attention of certain members of either company’s or both companies’ management and resources may be focused on completion of the Transactions and the integration of the two companies’ businesses and diverted from day-to-day business operations or other opportunities that would have been beneficial to such company. Such diverted focus may disrupt each company’s ongoing business and the business of the Combined Company.

The future operating results of the Combined Company will suffer if the Combined Company does not effectively manage its operations following the Transactions.

Following the Transactions, the Combined Company will be a larger, more complex, integrated business that will continue to seek to expand its operations through research and development and licensing opportunities, which may be supplemented from time to time by other strategic transactions. The future success of the Combined Company will depend, in part, upon the ability of the Combined Company to manage the complex challenges and opportunities arising from these circumstances in an efficient and timely manner, and to successfully monitor its operations and costs, and to maintain other necessary internal controls. The Combined Company cannot assure you that it will realize its expected operating efficiencies, cost savings, revenue enhancements, synergies or other benefits.

The market price of the Class A Common Stock is expected to be volatile, and the market price of the Class A Common Stock may drop following the Transactions.

The market price of the Class A Common Stock following the Transactions could be subject to significant fluctuations. Some of the factors that may cause the market price of the Class A Common Stock to fluctuate include:

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Moreover, the capital markets in general have recently experienced substantial volatility that has often been unrelated to the operating performance of individual companies. These broad market fluctuations may also adversely affect the trading price of the Class A Common Stock. In addition, a recession, depression or other sustained adverse market event could materially and adversely affect the Combined Company’s business and the value of the Class A Common Stock. In the past, following periods of volatility in the market price of a company’s securities, stockholders have often instituted class action securities litigation against such companies. Furthermore, market volatility may lead to increased shareholder activism if the Combined Company experiences a market valuation that activists believe is not reflective of its intrinsic value. Activist campaigns that contest or conflict with the Combined Company’s strategic direction or seek changes in the composition of the Cibus, Inc. Board could have an adverse effect on the Combined Company’s operating results and financial condition.

It is expected that the Combined Company will need to raise additional funding, which may not be available on acceptable terms or at all. Failure to obtain this necessary capital when needed may force the Combined Company to delay, limit or terminate its research and development efforts or other operations.

The process of developing productivity trait and sustainable ingredient candidates is expensive, lengthy and risky. It is expected that the Combined Company’s research and development expenses will increase substantially as the Combined Company integrates the research and development activities of the two companies

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and continues to identify and develop productivity trait and sustainable ingredient candidates for development and licensing. Further, as a result of the Combined Company’s expected licensing efforts, the Combined Company’s selling, general and administrative expense may increase significantly in the next several years. These expenses may further increase in the near term as Cibus and Calyxt integrate their operations, research and development activities, and administrative function.

In order to advance the Combined Company’s ongoing research and development processes, pursue regulatory approvals, where applicable, and pursue licensing and commercialization efforts, as applicable, it is expected that the Combined Company will require additional funding. Also, in light of the Transactions, the operating plan for the Combined Company may change as a result of many factors currently unknown to Cibus and Calyxt, and the Combined Company may need to seek additional funds sooner than contemplated, through public or private equity or debt financings, government or other third-party funding, marketing and distribution arrangements and other strategic alliances and licensing arrangements, or a combination of these approaches.

To the extent that the Combined Company raises additional capital through the sale of additional equity or convertible securities, holders of Class A Common Stock and the Class B Common Stock will experience dilution, and the terms of the new securities may include liquidation or other preferences that adversely affect such stockholders’ rights. Debt financing, if available, would result in increased fixed payment obligations and a portion of the Combined Company’s operating cash flows, if any, being dedicated to the payment of principal and interest on such indebtedness. Because the Royalty Liability is secured by a security interest in substantially all of Cibus’ intellectual property, lenders may be unwilling to extend unsecured debt, which would be effectively subordinated to the Royalty Liability, to the Combined Company. In addition, debt financing may involve agreements that include restrictive covenants that impose operating restrictions, such as restrictions on the incurrence of additional debt, the making of certain capital expenditures or the declaration of dividends. To the extent that the Combined Company raises additional funds through arrangements with research and development partners or otherwise, the Combined Company may be required to relinquish some of its technologies, trait candidates or revenue streams, license its technologies or traits on unfavorable terms, or otherwise agree to terms unfavorable to the Combined Company. Any additional fundraising efforts may divert management from their day-to-day activities, which may adversely affect the Combined Company’s ability to develop and commercialize its productivity trait or sustainable ingredient candidates. In addition, there can be no guarantee that future financing will be available in sufficient amounts or on terms acceptable to the Combined Company, if at all. Even if the Combined Company believes it has sufficient funds for its current or future operating plans, it may seek additional capital if market conditions are favorable or in light of specific strategic considerations.

If the Combined Company is unable to obtain funding on a timely basis, it may be required to significantly curtail, delay or discontinue one or more of its research and development programs or be unable to expand its operations or otherwise capitalize on its business opportunities, as desired, which could materially affect its business, operating results and prospects and cause the value of its securities to decline.

Cibus, Inc. expects to be heavily reliant on its ability to access funding through capital markets transactions. Due to Cibus, Inc.’s anticipated small public float, low market capitalization, limited operating history and lack of revenue, it may be difficult and expensive for the Combined Company to raise additional funds.

Calyxt and Cibus anticipate that the Combined Company will be heavily reliant on its ability to raise funds through the issuance of shares of Class A Common Stock or securities linked to its Class A Common Stock. The Combined Company’s ability to raise these funds may be dependent on a number of factors, including the risk factors further described in this proxy statement/prospectus and the anticipated small public float, low market capitalization, limited operating history and lack of revenue. The stocks of small cap companies in the biotechnology sector, like Cibus, Inc., tend to be highly volatile, and Cibus, Inc. expects that the price of its Class A Common Stock will be highly volatile for the next several years.

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Even if the Combined Company begins generating substantial licensing revenue, it may never successfully achieve profitability. As a result, Cibus, Inc. may be unable to access funding through sales of its Class A Common Stock or other equity-linked securities. Even if the Combined Company were able to access funding, the cost of capital may be substantial due to Cibus, Inc.’s expected low market capitalization and its anticipated small public float. The terms of any funding that the Combined Company is able to obtain may not be favorable to it and may be highly dilutive to its stockholders. Further, the Combined Company may be unable to access capital due to generally unfavorable market conditions or other market factors outside of the Combined Company’s control. There can be no assurance that the Combined Company will be able to raise additional capital when needed. The failure to obtain additional capital when needed would have a material adverse effect on the Combined Company’s business, results of operations, financial condition and prospects.

The Combined Company will incur additional costs and increased demands upon management as a result of complying with the laws and regulations affecting public companies.

The Combined Company will incur significant legal, accounting and other expenses as a public company that Cibus did not incur as a private company. For example, Cibus, Inc. will be subject to the reporting requirements of the Exchange Act to which Calyxt, Inc. is currently subject, which requires, among other things, that Cibus, Inc. file with the SEC annual, quarterly and current reports with respect to the Combined Company’s business and financial condition as well as other disclosure and corporate governance requirements. The Combined Company will incur significant legal, accounting and other expenses in connection with its compliance with such requirements. If the Combined Company is not able to comply with the requirements in a timely manner or at all, the Combined Company’s financial condition or the market price of Cibus, Inc.’s Class A Common Stock may be harmed. For example, if Cibus, Inc. or its independent auditor identifies deficiencies in Cibus, Inc.’s internal control over financial reporting that are deemed to be material weaknesses, then the Combined Company could face additional costs to remedy those deficiencies, the market price of Cibus, Inc.’s Class A Common Stock could decline, or the Combined Company could be subject to sanctions or investigations by the SEC or other regulatory authorities, each of which would require additional financial and management resources.

Cibus, Inc.’s management team will be primarily comprised of current executive officers of Cibus, which prior to the consummation of the Transactions has operated as a private company. These executive officers and other personnel will need to devote substantial time related to public company reporting requirements and compliance with applicable laws and regulations to ensure that Cibus, Inc. complies with all of these requirements. Any changes Cibus, Inc. makes to comply with these obligations may not be sufficient to allow it to satisfy its obligations as a public company on a timely basis, or at all. These reporting requirements, rules and regulations, coupled with the increase in potential litigation exposure associated with being a public company, could also make it more difficult for Cibus, Inc. to attract and retain qualified persons to serve on the Cibus, Inc. Board or on committees thereof or to serve as executive officers, or to obtain certain types of insurance, including directors’ and officers’ insurance, on acceptable terms.

If Cibus, Inc. fails to maintain an effective system of internal control over financial reporting, Cibus, Inc. may not be able to accurately report its financial results or prevent fraud. As a result, stockholders could lose confidence in Cibus, Inc.’s financial and other public reporting, which would harm its business and the trading price of its Class A Common Stock.

Effective internal control over financial reporting is necessary for Cibus, Inc. to provide reliable financial reports and, together with adequate disclosure controls and procedures, is designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause Cibus, Inc. to fail to meet its reporting obligations. In addition, any testing by Cibus, Inc. as and when required, conducted in connection with Section 404 of the Sarbanes-Oxley Act, or Section 404, or any subsequent testing by Cibus, Inc.’s independent registered public accounting firm, as and when required, may reveal deficiencies in Cibus, Inc.’s internal control over financial reporting that are deemed to be significant deficiencies or material weaknesses or that may require prospective or retroactive changes to its financial statements or identify other areas

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for further attention or improvement. Inferior internal controls could also cause investors to lose confidence in Cibus, Inc.’s reported financial information, which could have a negative effect on the trading price of its Class A Common Stock.

Pursuant to Section 404, Cibus, Inc. will be required to furnish a report by its management on Cibus, Inc.’s internal control over financial reporting. However, pursuant to Section 404(c), for so long as Cibus, Inc. is a “non-accelerated” filer, Cibus, Inc. will not be required to include an attestation report on internal control over financial reporting issued by its independent registered public accounting firm. To maintain compliance with Section 404, Cibus, Inc. will be engaged in a process to document and evaluate its internal control over financial reporting, which is both costly and challenging. In this regard, Cibus, Inc. will need to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, take steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting.

Despite its efforts, there is a risk that neither Cibus, Inc. nor Cibus, Inc.’s independent registered public accounting firm once Cibus, Inc. is required to obtain an attestation report on internal control over financial reporting from such firm, will be able to conclude within the prescribed timeframe that Cibus, Inc.’s internal control over financial reporting is effective as required by Section 404. This could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of Cibus, Inc.’s financial statements.

Provisions that will be in the Amended Certificate of Incorporation and Amended Bylaws and provisions under Delaware Law could make an acquisition of Cibus, Inc., which may be beneficial to its stockholders, more difficult and may prevent attempts by its stockholders to replace or remove its management.

If the Transactions are completed, the Calyxt Certificate of Incorporation and the Calyxt Bylaws, as amended by the amendments thereto attached to this proxy statement/prospectus as Annex B and Annex C, respectively, will become Cibus, Inc.’s certificate of incorporation and bylaws. Provisions that will be included in the Amended Certificate of Incorporation and Amended Bylaws may discourage, delay or prevent a merger, acquisition or other change in control of Cibus, Inc. that stockholders may consider favorable, including transactions in which its Class A Common Stockholders might otherwise receive a premium price for their shares. These provisions could also limit the price that investors might be willing to pay in the future for the Class A Common Stock, thereby depressing the market price of the Class A Common Stock. In addition, because the Cibus, Inc. Board will be responsible for appointing the members of the Cibus, Inc. management team, these provisions may frustrate or prevent any attempts by Cibus, Inc.’s stockholders to replace or remove its current management by making it more difficult for stockholders to replace members of the Cibus, Inc. Board. Among other things, these provisions:

Moreover, because Cibus, Inc. is incorporated in Delaware, it is governed by the provisions of Section 203 of the DGCL which prohibits a person who owns 15% or more of Cibus, Inc.’s outstanding voting stock from

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merging or combining with Cibus, Inc. for a period of three years after the date of the transaction in which the person acquired 15% or more of Cibus, Inc.’s outstanding voting stock, unless the merger or combination is approved in a manner prescribed by the statute. For more information about provisions that will be included in the Amended Certificate of Incorporation and Amended Bylaws, see the section entitled “Comparison of Stockholders’ Rights” beginning on page 339 of this proxy statement/prospectus.

The provision of the Amended Certificate of Incorporation provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between Cibus, Inc. and its stockholders, which could limit the ability of Cibus, Inc.’s stockholders to obtain a favorable judicial forum for disputes with Cibus, Inc. or its directors, officers, or employees.

The Amended Certificate of Incorporation will provide that, unless Cibus, Inc. consents in writing to an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for

(i) any derivative action or proceeding brought on behalf of Cibus, Inc., (ii) any action asserting a claim of breach of a fiduciary duty owed by any of Cibus, Inc.’s directors, officers and employees to Cibus, Inc. or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Amended Certificate of Incorporation or Amended Bylaws, or (iv) any action asserting a claim that is governed by the internal affairs doctrine, in each case subject to the Court of Chancery having jurisdiction, failing which the federal district court for the District of Delaware shall be the applicable forum. This choice of forum provision does not apply to any claim arising under the Securities Act.

Although Cibus, Inc. believes this provision benefits it by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against the Cibus, Inc. Board and Cibus, Inc.’s officers. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Cibus, Inc. or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provisions contained in the Amended Certificate of Incorporation to be inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, Cibus, Inc. may incur additional costs associated with resolving such action in other jurisdictions, which could harm the Combined Company’s business, operating results and financial condition.

An active trading market for the Class A Common Stock may not develop and holders of Class A Common Stock may not be able to resell their Class A Common Stock for a profit, if at all.

Prior to the Transactions, there had been no public market for Cibus Units. An active trading market for the Class A Common Stock may never develop or be sustained. If an active market for the Class A Common Stock does not develop or is not sustained, it may be difficult for holders of Class A Common Stock to sell their shares at an attractive price or at all.

Cibus, Inc. may issue shares of preferred stock in the future, which could make it difficult for another company to acquire Cibus, Inc. or could otherwise adversely affect holders of its Class A Common Stock, which could depress the price of the Class A Common Stock.

The Amended Certificate of Incorporation will authorize Cibus, Inc. to issue one or more series of preferred stock. The Cibus, Inc. Board will have the authority to determine the preferences, limitations and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by its stockholders. Cibus, Inc.’s preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of the Class A Common Stock. The potential issuance of preferred stock may delay or prevent a change in control of Cibus, Inc., discourage bids for the Class A Common Stock at a premium to the market price, and materially and adversely affect the market price and the voting and other rights of the holders of the Class A Common Stock.

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After completion of the Transactions, Cibus, Inc.’s executive officers, directors and principal stockholders will have the ability to control or significantly influence all matters submitted to its stockholders for approval.

Upon the completion of the Transactions, it is anticipated that Cibus, Inc.’s executive officers, directors and principal stockholders will, in the aggregate, beneficially own approximately 49.84% of Cibus, Inc.’s outstanding Shares, subject to certain assumptions. As a result, if these stockholders were to choose to act together, they would be able to control or significantly influence all matters submitted to Cibus, Inc.’s stockholders for approval, as well as the Combined Company’s management and affairs. For example, these persons, if they choose to act together, would control or significantly influence the election of directors and approval of any merger, consolidation or sale of all or substantially all of the Combined Company’s assets. This concentration of voting power could delay or prevent an acquisition of the Combined Company on terms that other stockholders may desire.

The Combined Company will have broad discretion in the use of the cash and cash equivalents of the Combined Company and may invest or spend the proceeds in ways with which you do not agree and in ways that may not increase the value of your investment.

The Combined Company will have broad discretion over the use of the cash and cash equivalents of the Combined Company. You may not agree with the Combined Company’s decisions, and its use of the available capital resources may not yield any return on your investment. The Combined Company’s failure to apply these resources effectively could compromise its ability to pursue its growth strategy and the Combined Company might not be able to yield a significant return, if any, on its investment of these capital resources. You will not have the opportunity to influence the Combined Company’s decisions on how to use its cash resources.

Changes in tax laws, treaties or regulations or adverse outcomes resulting from examination of tax returns, and/or inability to qualify for tax treaty benefits, could adversely affect the Combined Company’s financial results.

The Combined Company’s future effective global tax rates could be adversely affected by changes in tax laws, treaties and regulations, both in the United States and internationally. Tax laws, treaties and regulations are highly complex and subject to interpretations. Consequently, the Combined Company will be subject to changing tax laws, treaties and regulations in and between countries in which it operates or is resident. The Combined Company’s income tax expense will be based upon the interpretation of the tax laws in effect in various countries at the time that the expense was incurred. A change in these tax laws, treaties or regulations, or in the interpretation thereof, could result in a materially higher tax expense or a higher effective tax rate on the Combined Company’s worldwide earnings. If any country successfully challenges the Combined Company’s income tax filings, or those of Calyxt and Cibus prior to the Transactions, based on its structure, or if the Combined Company otherwise loses a material tax dispute, its effective tax rate on worldwide earnings could increase substantially and the Combined Company’s financial result could be materially adversely affected.

In addition, the Combined Company’s overall global effective tax rate will be impacted by the extent to which its non-U.S. subsidiaries (and non-U.S. operations) qualify for the benefits of various international tax treaties. The Combined Company’s ability to qualify for the benefits of international tax treaties will require its non-U.S. subsidiaries (and non-U.S. operations) to satisfy various requirements, including those relating to ownership and/or residency. Neither Cibus nor Calyxt can make any assurances as to the extent to which the Combined Company may be able to satisfy all of these requirements at all times. If any of the Combined Company’s non-U.S. subsidiaries (or non-U.S. operations) are not eligible for international tax treaty benefits, such subsidiaries (or operations) may be subject to additional U.S. and/or international income taxation, which, in turn, would adversely impact the Combined Company’s pro forma financial expectations for its operations.

The U.S. net operating loss carryforwards and certain other tax attributes of Cibus, Inc. attributable to periods preceding the Mergers are expected to be subject to limitations.

As of December 31, 2022, Calyxt had approximately $239.2 million of NOLs for federal and state income tax purposes, which may be available to offset federal income tax liabilities in the future. In addition, Cibus, Inc.

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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.

Cibus, Inc.’s ability to utilize its NOLs following the Transaction may be limited if it experiences an “ownership change” as defined in Section 382. 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. It is expected that the Mergers will cause Cibus, Inc. to experience an ownership change, which will cause Cibus, Inc. to be subject 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 Cibus, Inc.’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 Cibus, Inc.’s ability to use current or future NOLs to offset its future federal income tax liabilities. The amount of NOLs that would be subject to the annual limitation under Section 382 has not yet been determined. However, as set forth above, there is currently a full valuation allowance for Calyxt’s deferred tax assets, including NOLs, due to the uncertainty that enough taxable income will be generated to utilize the assets.

There is no assurance that Cibus, Inc. will not experience a future ownership change under Section 382 that would significantly limit or possibly eliminate its ability to use its NOLs. In addition, Cibus, Inc. 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.

If following the Transactions, Cibus, Inc. fails to continue to meet the requirements for continued listing on Nasdaq, the Class A Common Stock could be delisted from trading, which would decrease the liquidity of the Class A Common Stock and the Combined Company’s ability to raise additional capital.

At completion of the Transactions, the Class A Common Stock will be listed for quotation on Nasdaq. Cibus, Inc. will be required to meet Nasdaq’s specified continued listing standards, including the requirement to maintain a minimum trading price greater than $1.00. If Cibus, Inc. is unable to comply with Nasdaq’s listing standards, Nasdaq may determine to delist the Class A Common Stock from Nasdaq. If the Class A Common Stock is delisted for any reason, it could reduce the value of the Class A Common Stock and its liquidity.

At the Closing, Cibus, Inc. will not be immediately eligible for the scaled disclosure requirements otherwise available to low revenue companies.

As of the end of its fiscal year ended December 31, 2022, which was the fiscal year ending after the fifth anniversary of Calyxt’s initial public offering, Calyxt ceased to qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act. Further, as a majority-owned subsidiary of Cellectis S.A., which as a foreign private issuer is not eligible to use the requirements for smaller reporting companies, as of June 30, 2022, Calyxt did not qualify as a “smaller reporting company” at that determination date. Accordingly, Calyxt is no longer able to follow the scaled disclosure requirements for newly public companies and is presently ineligible to rely on the scaled disclosure requirements for smaller reporting companies.

Following consummation of the Transactions (assuming such consummation occurs prior to June 30, 2023), Cibus, Inc. will remain unqualified as a smaller reporting company until the next annual determination on June 30, 2023, at which time because Cibus, Inc. had less than $100 million in revenue for the year ended December 31, 2022. Cibus, Inc. will become a “smaller reporting company.” Cibus, Inc. will then remain a

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“smaller reporting company” until the last day of the fiscal year in which (1) the market value of its Class A Common Stock held by non-affiliates exceeds $250 million as of the end of the prior second fiscal quarter, or (2) its annual revenues exceed $100 million during such completed fiscal year and the market value of its Class A Common Stock held by non-affiliates exceeds $700 million as of the prior second fiscal quarter.

Prior to the consummation of the Transactions and until such time as Cibus, Inc. qualifies as a smaller reporting company, Calyxt and Cibus, respectively, will be required to incur additional expenses associated with complying with the full panoply of the Exchange Act’s reporting requirements. During this time, the companies’ management and finance and legal personnel will need to devote a substantial amount of time to such reporting compliance obligations.

If equity research analysts do not publish research or reports, or publish unfavorable research or reports, about the Combined Company, its business or its market, the stock price and trading volume of the Class A Common Stock could decline.

The trading market for the Class A Common Stock will be influenced by the research and reports that equity research analysts publish about the Combined Company and its business. Equity research analysts may elect not to provide research coverage of the Class A Common Stock after the completion of the Transactions, and such lack of research coverage may adversely affect the market price of its Class A Common Stock. In the event that the Class A Common Stock does have equity research analyst coverage, the Combined Company will not have any control over the analysts or the content and opinions included in their reports. The price of the Class A Common Stock could decline if one or more equity research analysts downgrades the Class A Common Stock or issues other unfavorable commentary or research regarding the Combined Company or its industry. If one or more equity research analysts ceases coverage of the Class A Common Stock or fails to publish reports on it regularly, demand for the Class A Common Stock could decrease, which in turn could cause its stock price or trading volume to decline.

Calyxt and Cibus do not anticipate that Cibus, Inc. will pay any cash dividends in the foreseeable future.

The current expectation is that Cibus, Inc. will invest its future earnings, if any, to fund growth of Cibus’ operating business and will not pay any dividends to holders of Class A Common Stock for the foreseeable future. Therefore, holders of Class A Common Stock are not likely to receive any dividends for the foreseeable future, and the value of such Class A Common Stock will depend upon any future appreciation. Such price appreciation may never occur. In addition, the terms of any future debt agreements may preclude Cibus, Inc. from paying dividends.

Future sales of shares of Class A Common Stock into the market, or the perception that these sales may occur, could cause the market price of Class A Common Stock to decline.

If existing stockholders of Calyxt, Inc. or Cibus Global sell, or indicate an intention to sell, substantial amounts of the Class A Common Stock in the public market following consummation of the Transactions, the trading price of the Class A Common Stock could decline.

Although the support agreements entered into by certain Calyxt Stockholders and Cibus Unitholders restrict sales and other transfers prior to the consummation of the Transactions, such agreements do not impose any post-Transaction lock-up restrictions. Accordingly, subject to any restrictions imposed on shares of Class A Common Stock held by “affiliates” pursuant to Rule 144, approximately 1,008,785,000 Shares are expected to be freely transferable into the public market upon consummation of the Transactions, without taking into account the effect of the Reverse Stock Splits or any Up-C elections.

If a substantial number of these shares of Class A Common Stock are sold into the market, or if it is perceived that they will be sold in the public market, the trading price of the Class A Common Stock could decline.

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Risks Related to the Organizational Structure of the Combined Company

Cibus, Inc. will be a holding company and its only material asset after completion of the Transactions will be its interest in Cibus Global, and it is accordingly dependent upon distributions from Cibus Global to pay taxes, make payments under the Tax Receivable Agreement and cover its corporate and other overhead expenses.

Upon completion of the Transactions, Cibus, Inc. will be a holding company with no material assets other than its ownership of Cibus Common Units. As a result, Cibus, Inc. will have no independent means of generating revenue or cash flow. Cibus, Inc.’s ability to pay taxes, make payments under the Tax Receivable Agreement and cover its corporate and other overhead expenses will depend on the financial results and cash flows of Cibus Global and its subsidiaries and the distributions that Cibus, Inc. receives from Cibus Global. Deterioration in the financial condition, earnings or cash flow of Cibus Global and its subsidiaries, for any reason, could limit or impair Cibus Global’s ability to pay such distributions. Additionally, to the extent that Cibus, Inc. needs funds and Cibus Global and/or any of its subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of any financing arrangements, or Cibus Global is otherwise unable to provide such funds, it could materially adversely affect Cibus, Inc.’s liquidity and financial condition.

Subject to the potential risk of being treated as a publicly traded partnership discussed below, Cibus Global will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, the taxable income of Cibus Global will be allocated to holders of Cibus Common Units, including Cibus, Inc. Accordingly, Cibus, Inc. will be required to pay income taxes on its allocable share of any net taxable income of Cibus Global. Under the terms of the Cibus Amended Operating Agreement, Cibus Global will be obligated to make tax distributions to holders of Cibus Common Units (including Cibus, Inc.) calculated at certain assumed tax rates. In addition to tax expenses, Cibus, Inc. will also incur expenses related to its operations, including payment obligations under the Tax Receivable Agreement (and the cost of administering such payment obligations), which could be significant and some of which may be reimbursed by Cibus Global (excluding payment obligations under the Tax Receivable Agreement). See the section entitled “Agreements Related to the Mergers—Tax Receivable Agreement” in this proxy statement/prospectus. Cibus, Inc. intends to cause Cibus Global to make distributions to holders of Cibus Common Units in amounts sufficient to cover all applicable taxes (calculated at assumed tax rates), relevant operating expenses, payments under the Tax Receivable Agreement and dividends, if any, declared by Cibus, Inc. However, as discussed below, Cibus Global’s ability to make such distributions may be subject to various limitations and restrictions including, but not limited to, restrictions on distributions that would either violate any contract or agreement to which Cibus Global is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering Cibus Global insolvent. If Cibus, Inc.’s cash resources are insufficient to meet its obligations under the Tax Receivable Agreement and to fund its obligations, Cibus, Inc. may be required to incur additional indebtedness to provide the liquidity needed to make such payments, which could materially adversely affect its liquidity and financial condition and subject Cibus, Inc. to various restrictions imposed by any such lenders. To the extent that Cibus, Inc. is unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement, which could be substantial.

Additionally, although Cibus Global generally will not be subject to any entity-level U.S. federal income tax, it may be liable under federal tax legislation for adjustments to its tax return, absent an election to the contrary. In the event Cibus Global’s calculations of taxable income are incorrect, its members, including Cibus, Inc., in later years may be subject to material liabilities pursuant to this federal legislation and its related guidance. Cibus, Inc. anticipates that the distributions it will receive from Cibus Global may, in certain periods, exceed Cibus, Inc.’s actual tax liabilities and obligations to make payments under the Tax Receivable Agreement. The Cibus, Inc. Board, in its sole discretion, may make any determination from time to time with respect to the use of any such excess cash so accumulated, which may include, among other uses, to pay

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dividends on Class A Common Stock. Cibus, Inc. will have no obligation to distribute such cash (or other available cash other than any declared dividend) to its stockholders. See the section entitled “Agreements Related to the Mergers—Cibus Amended Operating Agreement” in this proxy statement/prospectus.

Dividends on Class A Common Stock, if any, will be paid at the discretion of the Cibus, Inc. Board, which will consider, among other things, Cibus, Inc.’s business, operating results, financial condition, current and expected cash needs, plans for expansion and any legal or contractual limitations on its ability to pay such dividends. Financing arrangements may include restrictive covenants that restrict Cibus, Inc.’s ability to pay dividends or make other distributions to its stockholders. In addition, Cibus Global is generally prohibited under Delaware Law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of Cibus Global (with certain exceptions) exceed the fair value of its assets. Cibus Global’s subsidiaries are generally subject to similar legal limitations on their ability to make distributions to Cibus Global. If Cibus Global does not have sufficient funds to make distributions, Cibus, Inc.’s ability to declare and pay cash dividends may also be restricted or impaired. The current expectation is that Cibus, Inc. will invest its future earnings, if any, to fund growth of Cibus Global’s operating business and will not pay any dividends to holders of Class A Common Stock for the foreseeable future.

In certain circumstances, Cibus Global will be required to make distributions to Cibus, Inc. and the other holders of Cibus Common Units, and the distributions that Cibus Global will be required to make may be substantial.

Cibus Global will generally be required from time to time to make pro rata distributions in cash to Cibus, Inc. and the other holders of Cibus Common Units at certain assumed tax rates in amounts that are intended to be sufficient to cover the taxes on Cibus, Inc.’s and the other Cibus unitholders’ respective allocable shares of the taxable income of Cibus Global. As a result of (i) potential differences in the amount of net taxable income allocable to Cibus, Inc. and the other holders of Cibus Common Units, (ii) the lower tax rate applicable to corporations than individuals and (iii) the use of an assumed tax rate (based on the tax rate applicable to individuals) in calculating Cibus Global’s distribution obligations, Cibus, Inc. may receive tax distributions significantly in excess of its tax liabilities and obligations to make payments under the Tax Receivable Agreement. Cibus, Inc. will determine in its sole discretion the appropriate uses for any excess cash so accumulated, which may include, among other uses, dividends, the payment of obligations under the Tax Receivable Agreement and the payment of other expenses. Cibus, Inc. will have no obligation to distribute such excess cash (or other available cash other than any declared dividend) to the other holders of Class A Common Stock. The current expectation is that Cibus, Inc. will invest its future earnings, if any, to fund growth of Cibus Global’s operating business and will not pay any dividends to holders of Class A Common Stock for the foreseeable future.

No adjustments to the redemption or exchange ratio of Cibus Common Units for shares of Class A Common Stock will be made as a result of either (i) any cash dividend by Cibus, Inc. or (ii) any cash that Cibus, Inc. retains and does not distribute to its stockholders. To the extent that Cibus, Inc. does not distribute such excess cash as dividends on Class A Common Stock and instead, for example, holds such cash balances or lends them to Cibus Global, Cibus Global equity holders would benefit from any value attributable to such cash balances as a result of their ownership of Class A Common Stock following a redemption or exchange of their Cibus Common Units.

Cibus, Inc. will be required to make payments to the TRA Parties pursuant to the Tax Receivable Agreement for certain tax benefits Cibus, Inc. may receive and the amounts payable may be substantial.

Cibus, Inc. will acquire certain favorable tax attributes from certain Blockers in the Blocker Mergers. In addition, future redemptions or exchanges of Cibus Common Units for shares of Class A Common Stock or cash, and other transactions described herein, are expected to result in favorable tax attributes for Cibus, Inc. These tax attributes would not be available to Cibus, Inc. in the absence of those transactions and are expected to reduce the amount of tax that we would otherwise be required to pay in the future.

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Upon the completion of the Transactions, Cibus, Inc. will enter into the Tax Receivable Agreement, pursuant to which Cibus, Inc. generally will be required to pay to the TRA Parties, in the aggregate, 85% of the net income tax savings that Cibus, Inc. actually realizes (or in certain circumstances, is deemed to realize) as a result of (i) certain favorable tax attributes we will acquire from the Blockers in the Blocker Mergers (including net operating losses), (ii) increases to Cibus, Inc.’s allocable share of the tax basis of Cibus Global’s assets resulting from future redemptions or exchanges of Cibus Common Units for shares of Class A Common Stock or cash, (iii) tax attributes resulting from certain payments made under the Tax Receivable Agreement and (iv) deductions in respect of interest under the Tax Receivable Agreement. The payment obligations under the Tax Receivable Agreement are Cibus, Inc.’s obligations and not obligations of Cibus Global.

It is expected that the payments Cibus, Inc. will be required to make under the Tax Receivable Agreement will be substantial. Because potential future tax savings that Cibus, Inc. will be deemed to realize, and the Tax Receivable Agreement payments made by Cibus, Inc., will be calculated based in part on the market value of the Class A Common Stock at the time of each redemption or exchange under the Exchange Agreement and the prevailing applicable tax rates applicable to Cibus, Inc. over the life of the Tax Receivable Agreement and will depend on Cibus, Inc. generating sufficient taxable income to realize the tax benefits that are subject to the Tax Receivable Agreement, the actual amounts Cibus, Inc. will be required to pay are difficult to predict and may differ materially from any management projections that may be made from time-to-time. Payments under the Tax Receivable Agreement will not be conditioned on the Cibus Global equity holders’ or Blocker equity holders’ continued ownership of Cibus, Inc.

In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits Cibus, Inc. realizes in respect of the tax attributes subject to the Tax Receivable Agreement.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions Cibus, Inc. determines, and the IRS or another tax authority may challenge all or a part of the tax basis increases, net operating losses or other tax attributes subject to the Tax Receivable Agreement, and a court could sustain such challenge. The parties to the Tax Receivable Agreement will not reimburse Cibus, Inc. for any payments previously made if such tax basis, or other tax benefits are subsequently disallowed, except that any excess payments made to a party under the Tax Receivable Agreement will be netted against future payments otherwise to be made under the Tax Receivable Agreement, if any, after the determination of such excess.

In addition, the Tax Receivable Agreement will provide that if (1) Cibus, Inc. breaches any of its material obligations under the Tax Receivable Agreement (including in the event that Cibus, Inc. is more than three months late making a payment that is due under the Tax Receivable Agreement, except in the case of certain liquidity exceptions), (2) Cibus, Inc. is subject to certain bankruptcy, insolvency or similar proceedings, (3) upon certain mergers, asset sales or other forms of business combination, or certain other changes of control, or (4) at any time, Cibus, Inc. elects an early termination of the Tax Receivable Agreement, Cibus, Inc.’s obligations under the Tax Receivable Agreement (with respect to all Cibus Common Units, whether or not such units have been exchanged or redeemed before or after such transaction) would accelerate and become payable in a lump sum amount equal to the present value of the anticipated future tax benefits calculated based on certain assumptions, including that Cibus, Inc. would have sufficient taxable income to fully utilize the deductions arising from the tax deductions, tax basis and other tax attributes subject to the Tax Receivable Agreement. As a result, upon any acceleration of Cibus, Inc.’s obligations under the Tax Receivable Agreement and upon a change of control, Cibus, Inc. could be required to make payments under the Tax Receivable Agreement that are greater than 85% of its actual cash tax savings, which could negatively impact its liquidity. The change of control provisions in the Tax Receivable Agreement may also result in situations where the Cibus Global equity holders and the relevant Blocker Owners that will be TRA Parties will have interests that differ from or are in addition to those of the other holders of Class A Common Stock.

Finally, because Cibus, Inc. is a holding company with no operations of its own, its ability to make payments under the Tax Receivable Agreement will depend on the ability of Cibus Global to make distributions

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to it. To the extent that Cibus, Inc. is unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid, which could negatively impact Cibus, Inc.’s results of operations and could also affect its liquidity in periods in which such payments are made.

If Cibus Global were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, Cibus, Inc. and Cibus Global might be subject to potentially significant tax inefficiencies, and Cibus, Inc. would not be able to recover payments previously made by it under the Tax Receivable Agreement even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.

Cibus’ management intends to operate Cibus Global such that it does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is a partnership the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. Under certain circumstances, exchanges of Cibus Common Units pursuant to the Exchange Agreement or other transfers of Cibus Common Units could cause Cibus Global to be treated as a publicly traded partnership. Applicable Treasury Regulations provide for certain safe harbors from treatment as a publicly traded partnership, and it is intended that Cibus Global will be operated such that exchanges or other transfers of Cibus Common Units qualify for one or more such safe harbors. For example, the Exchange Agreement and the Cibus Amended Operating Agreement, which will be entered into in connection with the consummation of the Transactions, will provide for limitations on the ability of Cibus Global equity holders to transfer their Cibus Common Units and will provide Cibus, Inc. with the right to cause the imposition of limitations and restrictions (in addition to those already in place) on the ability of Cibus Global equity holders to exchange their Cibus Common Units pursuant to the Exchange Agreement to the extent Cibus, Inc. believes it is necessary to ensure that Cibus Global will continue to be treated as a partnership for U.S. federal income tax purposes.

If Cibus Global were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result for Cibus, Inc. and Cibus Global, including as a result of Cibus, Inc.’s inability to file a consolidated U.S. federal income tax return with Cibus Global. In addition, Cibus, Inc. may not be able to realize tax benefits covered under the Tax Receivable Agreement, and Cibus, Inc. would not be able to recover any payments previously made by it under the Tax Receivable Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of Cibus Global’s assets) were subsequently determined to have been unavailable.

If Cibus, Inc. were deemed to be an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), as a result of its ownership of Cibus Global, applicable restrictions could make it impractical for Cibus, Inc. to continue its business as contemplated and could have a material adverse effect on the Combined Company’s business.

Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. It is not expected that Cibus, Inc. would be an “investment company,” as such term is defined in either of those sections of the 1940 Act.

Calyxt and Cibus regard the Combined Company, following the completion of the Transactions, to be a plant trait company. Calyxt and Cibus believe that the Combined Company will be engaged primarily in the business of using gene editing technologies to develop and license gene edited plant traits that improve farming productivity or produce renewable low carbon plant products and not in the business of investing, reinvesting or trading in securities. Calyxt and Cibus also believe the Combined Company’s primary source of income will be

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properly characterized as income earned in exchange for products and services derived from such applications of the Combined Company’s gene editing technologies. The Combined Company will hold itself out as being engaged primarily in the plant trait business and does not propose to engage primarily in the business of investing, reinvesting or trading in securities.

As the sole managing member of Cibus Global, Cibus, Inc. will control and operate Cibus Global. It is intended that Cibus, Inc. and Cibus Global will conduct their operations so that Cibus, Inc. will not be deemed an investment company. However, if Cibus, Inc. were to be deemed an investment company, restrictions imposed by the 1940 Act, including limitations on Cibus, Inc.’s capital structure and its ability to transact with affiliates, could make it impractical for Cibus, Inc. to continue its business as contemplated and could have a material adverse effect on the Combined Company’s business.

In certain cases, the holders of Class B Common Stock will have the sole power to approve a reorganization of the Combined Company, resulting in the Combined Company no longer being structured as an umbrella partnership C corporation.

The holders of Class B Common Stock have the sole power to vote on any merger, consolidation or conversion in connection with a reorganization of the Up-C structure (an “Up-C Reorganization”) or any necessary amendment to the Amended Certificate of Incorporation in order to effect an Up-C Reorganization. For purposes of this right of the holders of Class B Common Stock, an Up-C Reorganization means any transaction or series of transactions intended to result in the Combined Company no longer being structured as an umbrella partnership C corporation so long as (i) such transaction or series of transactions does not have a material adverse effect on the rights or preferences of the Class A Common Stock (in the sole determination of the independent members of the Cibus, Inc. Board) and (ii) such transaction or series of transactions shall not be treated as resulting in a “Change of Control” under the Tax Receivable Agreement. If the holders of Class B Common Stock were to approve an Up-C Reorganization, such decision could have an adverse effect on the trading price of the Combined Company’s Class A Common Stock to the extent investors perceive a disadvantage in owning stock of a company that is no longer in an Up-C structure.

In the event that Cibus, Inc.’s payment obligations under the Tax Receivable Agreement are accelerated upon certain mergers, other forms of business combinations or other changes of control, the consideration payable to holders of Class A Common Stock could be substantially reduced.

If Cibus, Inc. experiences a change of control (as defined under the Tax Receivable Agreement), its obligation to make a substantial, immediate lump-sum payment under the Tax Receivable Agreement could result in holders of Class A Common Stock receiving substantially less consideration in connection with a change of control transaction than they would receive in the absence of such obligation. Further, holders of rights under the Tax Receivable Agreement may not have an equity interest in Cibus, Inc. Accordingly, the interests of holders of rights under the Tax Receivable Agreement may conflict with those of the holders of Class A Common Stock.

Cibus, Inc. will not be reimbursed for any payments made under the Tax Receivable Agreement in the event that any tax benefits are subsequently disallowed.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that Cibus, Inc. will determine. The holders of rights under the Tax Receivable Agreement will not reimburse Cibus, Inc. for any payments previously made under the Tax Receivable Agreement if such basis increases or other benefits are subsequently disallowed, except that excess payments made to any such holder will be netted against payments otherwise to be made, if any, to such holder after determination of such excess. However, a determination that Cibus, Inc. has made an excess payment might not occur until a number of years after such payment has been made. Additionally, if any of Cibus, Inc.’s tax reporting positions are challenged by a taxing authority, Cibus, Inc. will not be permitted to reduce any future cash payments under the Tax Receivable Agreement until any such challenge is finally settled or determined. The applicable U.S. federal income tax rules for determining our

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tax reporting positions are complex and factual in nature, and there can be no assurance that the IRS or a court will not disagree with our tax reporting positions. As a result, in such circumstances, Cibus, Inc. could make payments that are greater than actual cash tax savings, if any, and may not be able to recoup those payments, which could adversely affect Cibus, Inc.’s liquidity.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements (including within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act) concerning, among other things, the following:

These forward-looking statements should not be relied upon as predictions of future events as Calyxt and Cibus cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur. You can identify forward-looking statements by the use of forward-looking terminology including “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “pro forma,” “estimates,” or

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“anticipates” or the negative of these words and phrases or other variations of these words and phrases or comparable terminology. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. The events and circumstances reflected in forward-looking statements may not be achieved or occur and actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation:

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The foregoing risks should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere. Calyxt and Cibus can give no assurance that the conditions to the Mergers will be satisfied. For further discussion of the factors that may cause Calyxt, Cibus or the Combined Company’s actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied in such forward-looking statements, or for a discussion of risks associated with the ability of Calyxt and Cibus to complete the Mergers and the effect of the Mergers on the business of

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Calyxt, Cibus and the Combined Company, see the section entitled “Risk Factors” in this proxy statement/prospectus.

Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in reports filed with the SEC by Calyxt, Inc. See the section entitled “Where You Can Find More Information” in this proxy statement/prospectus.

If any of these risks or uncertainties materialize or any of these assumptions prove incorrect, the results of operations of Calyxt, Cibus or the Combined Company could differ materially from the forward-looking statements. All forward-looking statements in this proxy statement/prospectus are current only as of the date of this proxy statement/prospectus. Calyxt and Cibus do not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the date on which any statement is made, the occurrence of unanticipated events or any new information that becomes available in the future.

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THE SPECIAL MEETING OF CALYXT STOCKHOLDERS

The Calyxt Special Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/CLXT2023SM on May 18, 2023 at 9:00 a.m. Central Time. Calyxt, Inc. is sending this proxy statement/prospectus to Calyxt Stockholders in connection with the solicitation of proxies by the Calyxt Board for use at the Calyxt Special Meeting and any adjournments or postponements of the Calyxt Special Meeting. This proxy statement/prospectus is first being furnished to Calyxt Stockholders on or about April 18, 2023.

Purposes of the Calyxt Special Meeting

The purposes of the Calyxt Special Meeting are:

Recommendation of the Calyxt Board

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Record Date and Voting Power

Only holders of record of Calyxt Common Stock at the close of business on the record date, April 12, 2023, are entitled to notice of, and to vote at, the Calyxt Special Meeting. There were 90 holders of record of Calyxt Common Stock at the close of business on the record date. At the close of business on the record date, 49,735,490 shares of Calyxt Common Stock were issued and outstanding. Each share of Calyxt Common Stock entitles the holder thereof to one vote on each matter submitted for stockholder approval.

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Voting and Revocation of Proxies

The proxy accompanying this proxy statement/prospectus is solicited on behalf of the Calyxt Board for use at the Calyxt Special Meeting.

If you are the “record holder” of your shares, 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:

You may also vote during the Calyxt Special Meeting. To attend the Calyxt Special Meeting, you will need the 16-digit control number that is printed in the box marked by the arrow on your proxy card. Calyxt, Inc. recommends that you log in starting 15 minutes before the Calyxt Special Meeting to ensure that you are logged in when the meeting starts. Online access will begin at 8:45 a.m. Central Time.

All proxies that are executed or are otherwise submitted over the internet or by telephone will be voted on the matters set forth in this proxy statement in accordance with the stockholders’ instructions. However, if no choice is specified on a proxy as to one or more of the proposals, the proxy will be voted in accordance with the Calyxt Board’s recommendations on such proposals as set forth in this proxy statement/prospectus.

After you have submitted a proxy, you may still change your vote and revoke your proxy by doing any one of the following things:

Calyxt, Inc. will count your vote in accordance with the last instruction Calyxt, Inc. receives from you prior to the closing of the polls, whether your instruction is received by internet, telephone, mail, or at the Calyxt Special Meeting.

Shares Held in “Street Name”

If the shares of Calyxt Common Stock you own are held in “street name” by a broker, bank or other nominee, then that broker, bank or other nominee, as the record holder of your shares of Calyxt Common Stock, is required to vote your shares of Calyxt Common Stock according to your instructions. In order to vote your shares of Calyxt Common Stock, change your vote or revoke your instructions, you will need to follow the directions your broker, bank or other nominee provides you. Many brokers, banks or other nominees also offer the option of providing for voting over the internet or by telephone, instructions for which, if available, would be provided by such broker, bank or other nominee on the voting instruction form that it delivers to you.

If you do not give instructions to your broker, bank or other nominee, such nominee can vote your shares of Calyxt Common Stock with respect to “discretionary” items but not with respect to “non-discretionary” items.

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Discretionary items are proposals considered routine under certain rules applicable to brokers and on which your broker may vote shares of Calyxt Common Stock held in “street name” in the absence of your voting instructions. On non-discretionary items for which you do not give your broker instructions, your shares of Calyxt Common Stock will be treated as broker non-votes. It is anticipated that Proposal Nos. 1, 2, 3, 5 and 6 will be non-discretionary. To make sure that your vote is counted, you should instruct your broker to vote your shares, following the procedures provided by the institution that holds your shares.

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. To attend the Calyxt Special Meeting, you will need the 16-digit control number that is printed in the box marked by the arrow on your proxy card. Calyxt, Inc. recommends that you log in starting 15 minutes before the Calyxt Special Meeting to ensure that you are logged in when the meeting starts. Online access will begin at 8:45 a.m. Central Time.

If your shares of Calyxt Common Stock are held in “street name,” you must follow the instructions provided by your broker, bank or other nominee to revoke your voting instructions, or, if you have obtained a legal proxy to vote your shares of Calyxt Common Stock at the Calyxt Special Meeting, by attending the Calyxt Special Meeting and voting.

Required Vote

The presence, in person or represented by proxy, of Calyxt Stockholders holding at least a majority in voting power of the shares of Calyxt Common Stock issued and outstanding and entitled to vote at the Calyxt Special Meeting is necessary to constitute a quorum at the Calyxt Special Meeting. Abstentions and broker non-votes will be treated as shares present for the purpose of determining the presence of a quorum for the transaction of business at the Calyxt Special Meeting. Approval of Proposal Nos. 2 and 5 requires the affirmative vote of a majority of the votes cast and entitled to vote on the subject matter. Approval of Proposal Nos. 6 (on an advisory basis) and 7 requires the affirmative vote of a majority of the votes cast affirmatively or negatively by holders present or represented by proxy at the Calyxt Special Meeting and entitled to vote on the subject matter. Approval of Proposals No. 1, 3 (on an advisory basis) 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 subject matter.

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. Abstentions will have the same effect as a vote “AGAINST” Proposal No. 4. Abstentions will have no effect on the outcome of Proposal No. 7. 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, which are non-binding and advisory in nature, 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.

Solicitation of Proxies

In addition to solicitation by mail, the directors, officers, employees and agents of Calyxt and Cibus may solicit proxies from Calyxt Stockholders by personal interview, telephone or otherwise. Calyxt and Cibus will

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share equally the cost of printing and filing this proxy statement/prospectus and the proxy card. Calyxt also may be required to reimburse brokers, banks and other custodians, nominees and fiduciaries or their respective agents for reasonable expenses incurred in forwarding proxy materials to beneficial owners of Calyxt Common Stock.

Other Matters

As of the date of this proxy statement/prospectus, the Calyxt Board does not know of any business to be presented at the Calyxt Special Meeting other than as set forth in the notice accompanying this proxy statement/prospectus. If any other matters should properly come before the Calyxt Special Meeting, it is intended that the shares of Calyxt Common Stock represented by proxies will be voted with respect to such matters in accordance with the judgment of the persons voting the proxies.

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THE MERGERS

This section and the section entitled “The Merger Agreement” in this proxy statement/prospectus describe the material aspects of the Transactions, including the Merger Agreement. While Calyxt and Cibus believe that this description covers the material terms of the Transactions and the Merger Agreement, it may not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus for a more complete understanding of the Transactions and the Merger Agreement, including the Merger Agreement, as amended by the First Amendment, copies of which are attached as Annex A-1 and Annex A-2, respectively, and the other documents to which you are referred herein. See the section entitled “Where You Can Find More Information” on page 365 of this proxy statement/prospectus.

Background of the Mergers

In an effort to enhance stockholder value, the Calyxt Board, in consultation with members of the Calyxt management team, regularly reviews and discusses Calyxt’s business, capital resources and funding needs and near and long-term operating and strategic priorities, opportunities and challenges. As part of these regular reviews and the Calyxt Board’s consideration of the additional capital required to fund Calyxt’s business plan, in May 2019 the Calyxt Board formed a strategic alternatives review committee to conduct a review of Calyxt’s strategic alternatives. This committee retained independent financial, legal and industry advisors and conducted a detailed review of Calyxt’s business plan, funding needs and strategic alternatives, including potential strategic transactions and financings. As part of this process, through August 2020 the strategic alternatives review committee with the assistance of its financial advisor and management, contacted 19 potential counterparties, five of which executed confidentiality agreements and received non-public diligence materials and presentations. All confidentiality agreements containing a standstill provision provided the standstill would automatically terminate if Calyxt publicly announced that it had entered into a definitive agreement relating to a strategic transaction or financing. None of these discussions with potential counterparties resulted in any actionable proposals for a strategic transaction or financing. In addition, during this time period strategic alternatives review committee’s financial advisor contacted an additional six potential counterparties to assess their interest in a potential private investment in public equity, or PIPE investment, in Calyxt, and none of these discussions proceeded beyond preliminary exploratory stages.

Based in part on feedback received during the strategic transaction review process, in August 2020 the Calyxt Board approved a revised business plan for Calyxt that streamlined its business model to focus on three go-to-market strategies: technology licensing arrangements, trait and product licensing arrangements, and seed sales to agricultural processors.

During the remainder of 2020 and the first three quarters of 2021, Calyxt sought to execute on this new business model and raise additional capital. Despite repeated fundraising attempts during this period, Calyxt experienced substantial fundraising challenges and had only limited success in raising additional capital, raising approximately $15.0 million of gross proceeds in a registered direct offering of common stock in October 2020, with Cellectis, Calyxt’s largest shareholder, as the anchor with a $5.0 million investment.

In response to feedback from potential investors during these fundraising efforts, the Calyxt Board directed further revisions to the Calyxt business plan and a strategic initiative focused on engineering synthetic biology solutions for a diversified base of customers across an expanded group of end markets, which was announced in October 2021. Calyxt sought to execute on this further revised business model and continued to seek additional financing. However, Calyxt continued to experience substantial fundraising challenges and through the end of the first quarter of 2022 had only raised an additional approximately $10.0 million of net proceeds in a registered direct offering of common stock in February 2022.

On April 5, 2022, the Calyxt Board held a meeting at which, among other things, Calyxt management reviewed with the Calyxt Board Calyxt’s technology advancements, business development activities, capital resources and funding needs, current and anticipated financing market conditions, and the feedback received

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from market participants and potential financing sources in connection with Calyxt’s prior strategic review and fundraising efforts. At the invitation of the Calyxt Board, representatives of Cellectis attended this meeting and provided their perspectives and feedback. At the conclusion of this meeting the Calyxt Board determined to commence a new strategic alternatives review process. At this meeting, and from time to time after this meeting continuing through the January 13, 2023 Calyxt Board meeting at which the Merger Agreement was approved, representatives of Cellectis attended portions of Calyxt Board meetings at the request of the Calyxt Board in order to provide Cellectis’s perspectives and feedback.

In a series of meetings in April and May 2022, the Calyxt Board formed a strategic alternatives review committee (the “Calyxt Committee”) consisting of four members: Ms. Kozicz, Ms. Nelson, Mr. Neugent, and Dr. Ribeill, with Mr. Neugent appointed as chair of the Calyxt Committee, to oversee the strategic transactions review process and make recommendations to the Calyxt Board with respect to potential strategic transactions. In addition, after interviewing a number of potential financial and legal advisors, and confirming no conflicts of interest would prevent fulfillment of their obligations as advisors to the Calyxt Committee, the Committee retained Canaccord Genuity LLC as its independent financial advisor (“Canaccord Genuity”) and Sidley Austin LLP as its independent legal advisor (“Sidley”), and the Calyxt Committee directed management to provide an updated financial model and seven-year financial projections for Calyxt to the Calyxt Committee and its advisors. As part of the strategic transaction review process, the Calyxt Committee from time to time identified, analyzed and monitored actual or potential conflicts of interest that could arise in connection with potential strategic transactions, including actual or potential conflicts of interest of each of Cellectis and management, and such matters were discussed as part of executive sessions that the Calyxt Committee and the Calyxt Board regularly held during portions of their respective meetings.

On June 10, 2022, the Calyxt Committee met with Calyxt management and Sidley. At this meeting, among other things, management provided an update on Calyxt’s business development activities, cash position and funding needs and reviewed and discussed with the Calyxt Committee the seven-year financial model and projections that had been previously circulated by management. The Calyxt Committee provided feedback to management on the seven-year model and projections and subsequently directed the Calyxt Committee’s financial advisors to utilize the seven-year model and projections, as updated to reflect the Calyxt Committee’s feedback, for purposes of its analysis.

On June 24, 2022, the Calyxt Committee held a meeting at which members of management, representatives from Canaccord Genuity, and a representative from Sidley were present. Representatives from Canaccord Genuity reviewed and discussed their preliminary financial analysis of Calyxt utilizing the previously approved financial projections. Calyxt management discussed with the Calyxt Committee an unsolicited financing proposal from a potential investor received after the June 10, 2022 Calyxt Committee meeting. The proposed investment structure was not permitted by the terms of Calyxt’s most recent financing until late August 2022. Given the then current market environment and proposed investment terms, the Calyxt Committee determined that it was not in the best interest of the stockholders to pursue the unsolicited proposal at that time. The Calyxt Committee further discussed with Canaccord Genuity the nature of the market outreach to be conducted by Canaccord Genuity as part of the strategic alternatives review process and the importance of maximizing value and certainty for Calyxt Stockholders. At the meeting, the Calyxt Committee unanimously approved commencing the market outreach process and directed Canaccord Genuity to begin outreach.

The Calyxt Board met on June 29, 2022 with members of Calyxt management and representatives from Sidley present, and the Calyxt Committee and its advisors reviewed and discussed with the Calyxt Board the status of the strategic alternatives review process, including the list of potential strategic transaction counterparties to be contacted, certain potential interim financings that could be explored in an effort to extend Calyxt’s cash runway, and current and anticipated conditions in the capital markets and the biotechnology industry.

Beginning in July 2022, Canaccord Genuity conducted outreach to 33 potential strategic transaction counterparties. Calyxt entered into confidentiality agreements with nine potential counterparties and six potential

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counterparties participated in meetings with Calyxt management. All confidentiality agreements containing a standstill provision provided the standstill would automatically terminate if Calyxt, Inc. publicly announced that it had entered into a definitive agreement relating to a strategic transaction or financing. Calyxt management regularly updated members of the Calyxt Committee and other directors regarding the status of these outreach efforts, and representatives of Canaccord Genuity provided updates on the status of these outreach efforts to Calyxt periodically, with Calyxt management providing an update at a Calyxt Board meeting on August 2, 2022 and Canaccord Genuity providing an update at a Committee meeting on August 31, 2022, and Calyxt management and Sidley participated in each of these sessions. At these meetings Canaccord Genuity and Calyxt management provided preliminary feedback from potential counterparties, including that most of the potential counterparties were not interested in pursuing discussions with Calyxt regarding potential strategic transactions. In response, members of the Calyxt Committee and other directors, with the assistance of Canaccord Genuity and Calyxt management, sought to identify additional potential counterparties that could be contacted. As part of these discussions, the Calyxt Board authorized individual directors to contact potentially interested third parties in order to assess their potential level of interest in a strategic transaction or other investment involving Calyxt. Over the course of the next several weeks individual directors contacted a number of potential transaction counterparties or investors, but ultimately none expressed interest in pursuing a strategic transaction with or other investment in Calyxt.

On August 19, 2022, representatives of Cibus conducted an onsite visit to Calyxt’s headquarters in which they received a tour of Calyxt’s facilities and the parties discussed common interests in their respective fields. The visit occurred in the ordinary course of Calyxt’s business development activities and was not part of Calyxt’s strategic alternatives review process.

In August of 2022, Mr. Rory Riggs, Chairman and Chief Executive Officer of Cibus, had a dinner with Jonathan Fassberg, a member of the Calyxt Board. While Calyxt’s ongoing pursuit of strategic alternatives was not discussed, the two discussed, among other things, their respective companies’ common histories and the development of the underlying science in the industry.

On September 7, 2022, Cibus and Calyxt entered into a mutual confidentiality and non-disclosure agreement with customary 18-month non-disclosure and 12-month standstill provisions. Following execution of the mutual non-disclosure agreement, each of Cibus and Calyxt provided the other party with limited non-public diligence information.

During the period commencing in September 2022 through the execution of the Merger Agreement on January 13, 2023, each of Cibus and Calyxt continued to conduct their respective business and financial due diligence investigations of the other company and its business, with the assistance of the respective advisors of Cibus and Calyxt, including various subject matter specific due diligence conference calls. In addition to customary due diligence regarding finance, legal, tax, accounting, environmental, human resources, operations and related matters, the parties focused significant effort on the identification and validation of potential cost synergies and understanding each party’s financial plan and the achievability of such synergies by the Combined Company.

On September 12, 2022, the Calyxt Board met with Calyxt management and representatives from Ballard Spahr LLP, Calyxt’s outside counsel (“Ballard Spahr”). The Calyxt Board discussed multiple topics, including discussions regarding scenario planning in the event no strategic transaction or financing alternatives were available to Calyxt. The members of the Calyxt Committee present directed Calyxt management to have Canaccord Genuity expedite soliciting bids from potential strategic transaction counterparties and to concurrently seek interim financing proposals from potential structured financing sources. In light of, among other things, Calyxt’s funding needs and limited capital resources, the Calyxt Board determined (with the members of the Calyxt Committee unanimously agreeing) that it would be appropriate for the whole Calyxt Board to take a more active role in the strategic transaction review process and for the members of the Calyxt Committee and the Calyxt Committee’s advisors to participate directly in those discussions. Following this meeting, Canaccord

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Genuity sent a process letter to potential counterparties requesting that interested counterparties provide written indications of interest by September 29, 2022.

The Calyxt Board met on September 21, 2022, at which Calyxt management and representatives from Ballard Spahr and Sidley attended. Management updated the Calyxt Board on Calyxt’s funding needs, cash runway, expense management initiatives, and the status of discussions with potential investors regarding potential financing transactions, and Calyxt management noted that Calyxt would likely need to include a going concern qualification in its third quarter 2022 financial statements. The Calyxt Board also reviewed the status of discussions with potential strategic transaction counterparties, including a discussion of the limited interest expressed at that time by potential counterparties, Calyxt’s ability to successfully complete a transaction with the potentially interested counterparties, and the range of strategic alternatives potentially available to Calyxt, including structured financings, strategic transactions, and potential dissolution of Calyxt. After further discussion, including a discussion of actions that could be taken to seek to ensure that all potential counterparties interested in a potential strategic transaction and reasonably capable of executing one had been contacted, the Calyxt Board determined it was in the best interest of the stockholders to publicly announce the strategic alternatives review process. On September 22, 2022, Calyxt announced that it was evaluating strategic alternatives to maximize stockholder value.

On September 28, 2022, the Calyxt Board met with Calyxt management and outside counsel to discuss Calyxt’s strategic alternatives and related matters. First, Calyxt management reviewed Calyxt’s cash burn, cash balance and expense reduction efforts. Then, in executive session without management, the Calyxt Board discussed alternatives for Calyxt in the event that no indications of interest were received and no financing alternatives materialized, including potential dissolution of Calyxt if all higher value alternatives were exhausted. The Calyxt Board noted that in light of Calyxt’s cash position and payment obligations, it was unlikely that cash would be available for distributions to stockholders in a dissolution and liquidation of Calyxt.

From September 29, 2022 to October 3, 2022, Cibus and three other potential counterparties, referred to as Company A, Company B, and Company C, submitted written non-binding indications of interest with respect to a potential strategic or financing transaction with Calyxt as described below:

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Calyxt, Inc. entered into a customary non-disclosure agreement with Company A (which contained a standstill provision provided the standstill would automatically terminate if Calyxt, Inc. publicly announced that it had entered into a definitive agreement relating to a strategic transaction or financing). Calyxt, Inc. did not enter into any non-disclosure agreements with Company B or Company C.

On October 6, 2022, the Calyxt Board and Calyxt Committee held a joint meeting at which Calyxt management and representatives from Canaccord Genuity and Sidley were present. Mr. Godard attended portions of this meeting. Representatives from Canaccord Genuity reviewed and discussed with the Calyxt Board and the Calyxt Committee the status of outreach efforts and feedback from potential counterparties, including the four non-binding indications of interest received to date. The Calyxt Board and the Calyxt Committee reviewed and discussed the risks and potential benefits of all four proposals, including the lack of specificity as to the value to be received by Calyxt’s unaffiliated stockholders in, and substantial uncertainty as to Calyxt’s ability to complete and timing of, the first two proposals and the small size and unattractive financing terms of the latter two proposals. Following discussion and deliberation, the Calyxt Board and the Calyxt Committee each determined that Calyxt should continue to explore a potential strategic transaction with each of Cibus and Company A on an expedited basis and continue to seek to identify additional potential counterparties that could be interested in and reasonably capable of executing a strategic transaction, while at the same time preparing for an orderly dissolution and winding up of Calyxt. The Calyxt Board and the Calyxt Committee also each determined not to further engage with Company B or Company C as the Calyxt Board and the Calyxt Committee believed that the proposed financing terms were very unattractive and that neither transaction would meaningfully increase Calyxt’s funding runway, meaningfully enhance Calyxt’s ability to execute on its business plan or meaningfully increase Calyxt’s ability to identify a strategic alternative that would be more beneficial to Calyxt and its stockholders than an orderly dissolution and liquidation of Calyxt.

On October 12, 2022, the Calyxt Committee held a meeting that Calyxt management and representatives from Sidley attended and discussed with the Calyxt Committee the status of the strategic transaction review process and Calyxt’s strategic alternatives, including a potential dissolution and liquidation of Calyxt. Immediately following the Calyxt Committee meeting, the Calyxt Board held a meeting that Calyxt management, Mr. Godard and representatives from Sidley attended to discuss, among other things, Calyxt’s recent business development activities, the status of the discussions with potential counterparties, including the status of discussions with each of Cibus and Company A and the due diligence meetings and information exchanged with each of them, and Calyxt’s liquidity position, expense control initiatives, potential sources of liquidity and fundraising efforts.

On October 19, 2022, the Calyxt Board met with Calyxt management and representatives from Canaccord Genuity and Sidley present. Among other things, the Calyxt Board reviewed the list of potential counterparties and the status of discussions with Cibus and, Company A, including a detailed discussion of the proposals from each of Cibus and Company A. As part of this discussion, the Calyxt Board discussed with management and the representatives of Canaccord Genuity the business and prospects of Cibus, Canaccord Genuity’s preliminary financial analysis of Cibus, key financial terms of a potential transaction with Cibus, Cibus’ liquidity position, anticipated funding needs and ongoing financing activities, the status of Calyxt’s diligence review of Cibus and proposed due diligence workplan and potential transaction timelines. The Calyxt Board also discussed with management and representatives of Sidley Calyxt’s liquidity position, funding needs and potential financing sources and the potential process, funding needs and timelines for an orderly dissolution and liquidation of Calyxt.

On October 24, 2022, Calyxt management and Cibus management held a videoconference to discuss the terms of a potential transaction as well as preliminary financial and legal due diligence matters.

On October 26, 2022, the Calyxt Board met with Calyxt management with representatives from Canaccord Genuity, representatives from Sidley and Mr. Godard present. Among other things, the Calyxt Board reviewed the status of the discussions with Cibus, Company A and other potentially interested transaction counterparties

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and discussed in detail Cibus’ business model and Cibus liquidity position, financing needs and ongoing fundraising efforts. In addition, the Calyxt Board discussed with Calyxt management, Canaccord Genuity and Sidley the potential terms for a reverse merger with Cibus, including the potential pro forma ownership levels of the Calyxt Stockholders of the Combined Company, and provided negotiating direction to Calyxt management and Canaccord Genuity for further discussions with Cibus. The Calyxt Board also reviewed Calyxt’s current and anticipated liquidity position, expense control initiatives and potential financing sources, and discussed the process and potential timelines for a potential orderly dissolution and liquidation of Calyxt and the potential challenges and benefits involved, and the Calyxt Board directed Calyxt management to provide a briefing to Cellectis regarding the status of Calyxt’s strategic transaction review process and possibility for an orderly dissolution and liquidation of Calyxt.

On October 31, 2022, Cibus sent a revised non-binding letter of intent with an ascribed valuation of Calyxt of $30.0 million and an ascribed valuation of Cibus to be based on the price to be paid in Cibus’ ongoing equity financing round, with an implied ownership interest in the Combined Company of approximately 5.0% for existing Calyxt Stockholders. Cibus’ proposal also contemplated a $100.0 million financing by Cibus closing condition prior to Cibus being required to consummate the transaction.

On November 2, 2022, the Calyxt Board met with Calyxt management and representatives from Canaccord Genuity and Sidley and discussed a number of topics, including the status of the strategic alternatives review, ongoing discussions with Company A and Cibus and other potentially interested transaction counterparties, the terms of the Cibus proposal, key risks and negotiating points relating to the Cibus proposal, including the pro forma ownership of the Combined Company to be held by Calyxt Stockholders, the status of Cibus’ ongoing fundraising efforts, conditionality relating to financing and Cibus’ proposed transaction timeline, and the terms of a potential counterproposal by Calyxt. The Calyxt Board also discussed the process and potential timelines and budget for a potential orderly dissolution and liquidation of Calyxt if no other more attractive executable alternatives emerged. The Calyxt Board provided negotiating guidance and direction to Calyxt management and the advisors relating to the Cibus proposal, and requested that Calyxt management continue its expense control efforts and refine its analysis regarding a potential orderly liquidation of Calyxt.

As directed by the Calyxt Board, on November 3, 2022, Calyxt delivered a counter-proposal to Cibus which proposed an ascribed valuation of Calyxt of $40.0 million and an ascribed valuation of Cibus to be based on the price to be paid in Cibus’ ongoing Series F equity financing round. Calyxt’s proposal also eliminated any financing closing condition with respect to Cibus’ obligation to consummate the transaction.

On November 8, 2022, representatives of Cibus and Calyxt held a videoconference for Calyxt management and its advisors to conduct due diligence and ask questions about the management organization and personnel of Cibus.

On November 9, 2022, representatives of Cibus and Calyxt held additional videoconferences to conduct due diligence on Cibus. On the first call, Calyxt management conducted a question and answer session on Cibus’ financial statements, operating results, pipeline and prospects and the status of Cibus’ latest equity financing round. On a subsequent call, Calyxt management conducted a question and answer session on Cibus’ contract and legal functions.

Later on November 9, 2022 the Calyxt Board met with Calyxt management and representatives of Sidley and discussed developments in the strategic alternatives review process, including that Company A had declined to provide further information regarding its potential financing sources and that as a result discussions with Company A had ceased. Management reviewed with the Calyxt Board Calyxt’s liquidity position, expense control initiatives and anticipated cash flows. Management also updated the Calyxt Board on the status of the negotiations with Cibus, the status of Cibus’ ongoing fundraising efforts and potential transaction timelines. Also at this meeting, Messrs. Arthaud and Godard reported to the Calyxt Board on feedback from the Cellectis board of directors’ meeting earlier in the week, including noting that Cellectis had determined that, in the event an

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actionable alternative transaction with Cibus or another third party could not be identified in the near term and the Calyxt Board submitted a proposal for an orderly dissolution and liquidation of Calyxt to the shareholders of Calyxt for approval, Cellectis would vote its shares in Calyxt in favor of the orderly dissolution and liquidation of Calyxt. Management then reviewed with the Calyxt Board potential budgets and timelines for an orderly dissolution and liquidation of Calyxt and the Calyxt Board discussed the potential challenges and risks involved.

On November 10, 2022, Cibus management participated in on-site due diligence meetings with certain members of Calyxt management at Calyxt’s headquarters as part of Cibus’ due diligence investigation of Calyxt.

On November 14, 2022, the compensation committee of the Calyxt Board met to, among other things, discuss Calyxt management’s plans for potential headcount reductions and related expense control initiatives.

On November 16, 2022, Cibus submitted a revised non-binding letter of intent which proposed an ascribed valuation of Calyxt of $30.0 million and an ascribed valuation of Cibus to be based on the price to be paid in Cibus’ ongoing equity financing round, with an implied ownership interest in the Combined Company of approximately 5.0%, on a fully-diluted basis, for existing Calyxt Stockholders. Cibus’ proposal also contemplated a $50.0 million financing closing condition prior to Cibus being required to consummate the transaction.

Later on November 16, 2022 the Calyxt Board met with Calyxt management and representatives of Canaccord Genuity and Sidley and discussed the revised letter of intent that had been received from Cibus earlier in the day in response to Calyxt’s November 3, 2022 counterproposal, reviewed and discussed the key open issues, including transaction timelines to signing and to closing, conditionality and certainty of closing (including conditionality relating to Cibus’ ongoing fundraising efforts), and valuation, discussed potential responses to the open issues, discussed potential transaction timelines, and reviewed and discussed Cibus’ ongoing fundraising efforts and related timelines. The Calyxt Board directed Calyxt management and the representatives of Canaccord Genuity to seek to resolve the remaining issues with Cibus. The Calyxt Board then reviewed and discussed with Calyxt management and Sidley a potential timeline and budget for an orderly dissolution and liquidation of Calyxt, and the Calyxt Board directed Calyxt management to further refine certain estimates and assumptions and report back to the Calyxt Board. Later in the day, Calyxt sent a further revised letter of intent to Cibus that removed certain closing conditions relating to financing and intellectual property matters and reflecting an accelerated transaction timetable all consistent with the direction of the Calyxt Board.

On November 18, 2022, management of Cibus and Calyxt, together with representatives of Canaccord Genuity and Jones Day, counsel for Cibus (“Jones Day”), held a videoconference to discuss certain intellectual property matters.

On November 20, 2022, Cibus submitted a revised non-binding letter of intent which required that Cellectis assign to Calyxt certain intellectual property rights used by Calyxt in its business as a condition to a closing of the transaction. This revised non-binding letter of intent was not executed and delivered by the parties, but reflected alignment between the parties on the underlying valuation and transaction structure that served as the basis for negotiations going forward.

On November 21, 2022, Calyxt management and representatives of Canaccord Genuity discussed with management of Cibus the key terms of a potential reverse merger transaction based on the November 20, 2022 letter of intent, including the pro forma ownership of the Combined Company that would be held by the pre-merger stockholders of Calyxt, the closing conditions for the transaction and the timeline for negotiating definitive transaction document and a related exclusivity period.

On November 22, 2022 the Calyxt Board met with Calyxt management and representatives of Canaccord Genuity and Sidley and reviewed the status of the negotiations on the Cibus revised letter of intent, including the length of the exclusivity period, and approved the proposed letter of intent and exclusivity period.

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On November 23, 2022 Calyxt delivered a draft merger agreement to Cibus. The initial draft merger agreement provided for, among other things, a reverse merger structure, wherein first the Blockers would merge with and into Calyxt, followed by the merger of Merger Subsidiary with and into Cibus with Cibus surviving as a wholly-owned subsidiary of Calyxt. Cibus unitholders and warrant holders would all receive shares of Calyxt Common Stock as merger consideration, in each case, as set forth on the allocation statement contained therein. Under the initial draft merger agreement, Cibus and Calyxt would also make largely reciprocal representations and warranties regarding their respective businesses and agree to largely reciprocal interim operating covenants and other pre-closing covenants. The draft merger agreement contained customary closing conditions, including a bring-down of the general representations and warranties at a “Material Adverse Effect” standard and the fundamental representations and warranties at an “all material respects” standard. The Calyxt shares to be issued in the mergers would be listed on Nasdaq and at closing Calyxt would deliver an assignment from Cellectis assigning certain intellectual property used by Calyxt in its business to Calyxt. Simultaneously with the signing of the merger agreement, Cellectis would also deliver the voting agreement committing to vote in favor of the mergers.

On November 29, 2022 a videoconference was held among representatives of Jones Day, Sidley, and Calyxt management to discuss the draft merger agreement.

On December 5, 2022, representatives of Cibus and Calyxt held a series of follow-up videoconferences to continue Calyxt’s financial due diligence on Cibus and to discuss potential synergies. On one videoconference, Calyxt management and its advisors conducted a question and answer session on Cibus’ financial statements, operating results, pipeline and prospects and the status of Cibus’ latest equity financing round. On an additional videoconference, the parties discussed their respective personnel capacity and needs, including synergies to be realized from the Combined Company’s workforce.

Later on December 5, 2022, the Calyxt Board met with Calyxt management and representatives of Canaccord Genuity, Sidley, and Ballard Spahr. Management and the advisors updated the Calyxt Board on the status of the negotiations with Cibus and its advisors on the transaction documents, the key open issues to be resolved, the status of Cibus’ financing efforts and the closing of its Series F financing round at a $2.00 price per unit (which implied an approximately $475 million pre-money equity valuation of Cibus on a Treasury stock basis), and the status of Calyxt’s ongoing due diligence review of Cibus. In addition, Calyxt management updated the Calyxt Board on Calyxt’s liquidity position, initiatives to limit expenses and the process, timing and budget for a potential orderly dissolution and liquidation of Calyxt.

On December 7, 2022, Jones Day delivered a revised draft of the merger agreement to Calyxt.

On December 8, 2022, a videoconference was held among representatives of Jones Day, Sidley and Calyxt management to discuss the revised draft of the merger agreement. The parties discussed, among other issues in the merger agreement, Calyxt directors and officers delivering voting agreements, the materiality standards for Cibus representations and warranties, the closing conditions and termination in the event of a Calyxt “Material Adverse Effect”, Cibus’ interim operating covenants (including issuances of additional Cibus equity in connection with its ongoing financing round and grants to employees, incurrence of indebtedness and capital expenditure commitments), the timing for delivery of Cibus’ member consents approving the mergers, and control of any pre-closing litigation in connection with the transaction.

On December 9, 2022, representatives of Sidley, Willkie Farr & Gallagher LLP, counsel to Cellectis (“Willkie Farr”), and management of each of Calyxt and Cellectis held a videoconference to discuss the merger agreement and proposed transaction, and Willkie Far and Cellectis provided feedback to Sidley and Calyxt on the draft of the merger agreement.

Later on December 9, 2022, Cibus granted access to Calyxt and its representatives and advisors to a virtual data room Cibus established to share confidential information and facilitate Calyxt’s due diligence review of Cibus. During the period commencing on December 9, 2022 through the execution of the Merger Agreement on January 13, 2023, Calyxt continued to conduct its business and financial due diligence investigations of Cibus, with the assistance of its advisors, including various subject matter specific due diligence conference calls.

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On December 10, 2022, Calyxt provided a revised draft of the merger agreement to Jones Day and Cibus addressing many of the issues discussed on the December 8, 2022 call among the parties’ counsel.

On December 13, 2022 the Calyxt Board met with Calyxt management and representatives of Canaccord Genuity and Sidley. Management and the representatives of Canaccord Genuity reviewed the status of the negotiations with Cibus, the key open issues remaining to be resolved and Calyxt’s proposed approach to each, and the action items and timeline to a potential signing of the merger agreement. Management also reviewed and discussed with the Calyxt Board the results of Calyxt’s due diligence review of Cibus. Management also reviewed and discussed with the Calyxt Board the process and timeline for an orderly dissolution and liquidation of Calyxt, which management identified as Calyxt’s only actionable alternative to the Cibus transaction.

In the evening on December 13, 2022, Jones Day provided a revised draft of the merger agreement to Sidley and Calyxt.

On December 14, 2022, Calyxt provided drafts to Jones Day of the voting agreement to be signed by Cellectis, the amendment to the license agreement between Calyxt and Cellectis proposed covenant relating to replacing Cellectis’ guaranty of Calyxt’s headquarters office lease.

On December 15, 2022, a videoconference was held among Calyxt and Jones Day to discuss the merger agreement and related matters. On this call, the representatives of Jones Day described the “Up-C” structure that Cibus proposed to implement in connection with the transaction. Additionally, the parties discussed, among other issues in the merger agreement, comments to the representations and warranties, Cibus’ interim operating covenants (including issuances of additional Cibus equity in connection with its ongoing financing round and grants to employees, incurrence of indebtedness and capital expenditure commitments), the timing for delivery of Cibus’ member consents approving the mergers and termination in the event of a Calyxt “Material Adverse Effect.” Later in the day Calyxt and Cibus exchanged draft disclosure schedules to the merger agreement.

On December 16, 2022, Jones Day delivered to Calyxt and Sidley an updated draft of the merger agreement including among other things changes reflecting the proposed “Up-C” structure, wherein certain Cibus unitholders would be entitled to elect, as merger consideration, either shares of Class A Common Stock or Up-C Units (constituting a share of Class B Common Stock coupled with a Cibus Common Unit). The revised draft of the merger agreement also reflected Cibus’ position on the issues discussed on the previous day’s call among counsel.

On December 16, 2022, the Calyxt Board met with management and representatives of Canaccord Genuity and Sidley and discussed the status of the negotiations with Cibus, including the key open issues for resolution, and described the “Up-C” structure proposed by Cibus. In addition, management reviewed Calyxt’s liquidity position, cash forecast and financing needs, and discussed Calyxt’s expense reduction initiatives and potential alternatives to a transaction with Cibus, including a potential orderly dissolution and liquidation.

On December 18, 2022, representatives of Canaccord Genuity and Cibus management held a videoconference to discuss the exchange ratio for the merger and the pro forma capitalization of the Combined Company following the merger. Later in the day, Jones Day delivered to Calyxt and Sidley revised drafts of the voting agreement and license agreement amendment.

On December 19, 2022, Akin Gump Strauss Hauer & Feld LLP, tax counsel to Cibus (“Akin Gump”), delivered to Calyxt and Sidley a draft term sheet for the proposed tax receivable agreement.

On December 20, 2022, management of Calyxt provided Cellectis with an update on the negotiations with Cibus, including the revised drafts of the voting agreement and license amendment provided by Jones Day on December 18, 2022. Later in the day, following negotiations between Sidley and Akin Gump, Akin Gump delivered an updated draft term sheet for the proposed tax receivable agreement. In the evening of December 20, 2022, Jones Day delivered to Calyxt and Sidley a further revised draft of the merger agreement.

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On December 21, 2022, Sidley delivered an updated draft of the merger agreement to Jones Day. Sidley subsequently provided the updated draft merger agreement to Willkie Farr. The updated draft of the merger agreement addressed issues that included Cibus’ interim operating covenants (including issuances of additional Cibus equity in connection with its ongoing Series F financing round and grants to employees, incurrence of indebtedness and capital expenditure commitments), the timing for delivery of Cibus’ member consents approving the mergers. In addition to the foregoing issues, the draft proposed that Cibus pay Calyxt (i) a $1.0 million termination payment (plus transaction fees up to $500,000) if Cibus is unable to obtain the member consents approving the mergers by a date certain or if the parties have not completed negotiation of all ancillary agreements (including the tax receivable agreement, the exchange agreement and the amended and restated limited liability company agreement of Cibus) by a date certain and (ii) a weekly “ticking fee” commencing on March 15, 2023 if the mergers had not been consummated.

On December 22, 2022, Sidley delivered a revised draft of the term sheet for the tax receivable agreement to Akin Gump and Jones Day. Later in the day, Calyxt delivered revised draft disclosure schedules to Jones Day. Following discussions between Sidley and Akin Gump, later in the day Akin Gump delivered a further revised draft of the term sheet for the tax receivable agreement to Sidley and Calyxt.

On December 23, 2022, representatives of Sidley, Jones Day and Willkie Farr held a videoconference to discuss the draft voting agreement and license agreement amendment. Among the issues discussed were Cellectis’ obligation to vote in favor of the mergers if Calyxt made a board adverse recommendation change and the royalties to be paid under the Cellectis intellectual property license amendment.

On December 28, 2022, Jones Day delivered a revised draft merger agreement to Sidley and Calyxt. The following morning Sidley updated Willkie Farr on the status of the negotiations with Cibus and forwarded the revised draft merger agreement. Issues addressed in the draft merger agreement included, among others, Cibus’ interim operating covenants (including issuances of additional Cibus equity in connection with its ongoing Series F financing round and grants to employees, incurrence of indebtedness and capital expenditure commitments) as well as the ability of new Series F subscribers to elect Up-C Units as merger consideration. In lieu of a ticking fee, the merger agreement proposed Cibus providing the Interim Funding of up to $2.0 million pre-closing. The draft merger agreement also proposed that certain Cibus Unitholders would deliver voting agreements with the member consent approving the mergers to be delivered at some point pre-closing (to be enforced by Cibus’ obligation to pay the $1.0 million termination fee if the member consent was not delivered on time).

On December 30, 2022, the Calyxt Board held a meeting at which Calyxt management and representatives of Canaccord Genuity and Sidley attended. The representatives of Canaccord Genuity reviewed the conduct of the strategic transaction review process to date, the representatives of Sidley described Calyxt’s previous strategic review and fundraising processes, and the Calyxt Board reviewed with management and the representatives of Canaccord Genuity and Sidley the strategic alternatives available to Calyxt. Management and the representatives of Canaccord Genuity and Sidley then reviewed the key areas of negotiation with Cibus, the proposed resolutions of the open points, and the key potential benefits and risks of the proposed transaction. Management and the representatives of Canaccord Genuity and Sidley then reviewed and discussed with the Calyxt Board the principal terms and conditions of the proposed transaction with Cibus, the proposed pro forma equity ownership of the existing stockholders of Calyxt in the Combined Company, the proposed “Up-C” structure and tax receivable agreement, and the anticipated liquidity position, cash runway and financing needs of the Combined Company. The Calyxt Board provided feedback negotiating guidance to management, Canaccord Genuity and Sidley.

On December 30, 2022, Jones Day delivered to Sidley, Calyxt and Willkie Farr revised drafts of the license agreement amendment and provisions of the voting agreement relating to the termination of Cellectis’ guaranty of Calyxt’s headquarters office lease, wherein Cibus would agree to take commercially reasonable efforts to cause Cellectis to be released from the guaranty once the Combined Company was able to meet certain financial metrics. Later in the day Calyxt and Jones Day exchanged updated draft disclosure schedules. Other than the terms for the guaranty release, the form of voting agreement was largely settled.

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On January 1, 2023, Willkie Farr provided a revised draft of the license agreement amendment to Calyxt and Sidley.

On January 2, 2023, Jones Day delivered an initial draft of the interim funding term sheet to Calyxt and Sidley which provided for up to $3.0 million in interim funding on certain conditions, including accrual of interest and prepayment upon maturity if the mergers were not consummated. Later in the day on January 2, 2023, Calyxt delivered to Jones Day revised drafts of the term sheet for the Interim Funding, the license agreement amendment, and the provisions of the voting agreement relating to the termination of Cellectis’ guaranty of Calyxt’s headquarters office lease.

On January 3, 2023, the Calyxt Board met with Calyxt management and representatives of Sidley. Management reviewed with the Calyxt Board the key open topics for resolution with Cibus and discussed potential proposed resolutions with the Calyxt Board. The Calyxt Board discussed potential transaction timelines and management’s cash forecasts through closing and the funding mechanisms potentially available to Calyxt. The Calyxt Board also discussed Calyxt’s alternatives to the Cibus transaction, that an orderly dissolution and liquidation of Calyxt was the only executable alternative that had been identified to date, and the potential timelines, process and budgets for such an orderly dissolution of Calyxt. The Calyxt Board provided feedback and negotiating guidance to management and Sidley.

Following discussions between Calyxt and Willkie Farr, on January 4, 2023 Calyxt delivered a revised draft of the license agreement amendment to Jones Day.

Later in the day on January 4, 2023, Calyxt delivered a revised draft of the term sheet for the Interim Funding to Cibus and Jones Day. Issues addressed in the revised draft of the term sheet included increasing potential funding to $4.0 million, full forgiveness if the merger agreement is terminated and making the loan interest-free.

On January 5, 2023, Sidley delivered a revised draft of the merger agreement to Jones Day.

Over the course of the weekend from January 6, 2023 through January 8, 2023, Calyxt, Cibus and their respective advisors continued to negotiate the terms of the transaction documents, and numerous revised drafts of the various agreements were exchanged. Remaining issues negotiated between the parties during this period included, among others, the timing for delivery of Cibus’ member consents approving the mergers, confirming the form of merger consideration payable to Cibus warrant holders and holders of Cibus PIUs, the maximum amount and terms of the Interim Funding (including forgiveness under certain circumstances if the merger agreement is terminated), the royalties payable to Cellectis under the amended intellectual property license and the final outside date of the merger agreement.

On January 9, 2023, the compensation committee of the Calyxt Board met with management and representatives of Sidley and discussed the status of the negotiations with Cibus, the key remaining items to be addressed and certain compensation-related matters relating to the proposed transaction.

Over the course of the week from January 9 to January 13, 2023, Calyxt, Cibus and their respective counsel continued to negotiate the terms of the transaction documents and exchanged numerous revised drafts. Remaining issues negotiated between the parties during this period included, among others, the timing for delivery of Cibus’ member consents approving the mergers, confirming the form of merger consideration payable to Cibus warrant holders and holders of Cibus PIUs, the maximum amount and terms of the Interim Funding (including forgiveness under certain circumstances if the merger agreement is terminated), the royalties payable to Cellectis under the amended intellectual property license and the final outside date of the merger agreement.

On January 13, 2023, the Calyxt Board held a meeting at which members of Calyxt management and representatives of Canaccord Genuity and Sidley were present. Calyxt’s directors discussed, among other things,

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the potential benefits and risks of the proposed transaction with Cibus. During the meeting, a representative from Sidley again reviewed the fiduciary duties of the Calyxt Board in connection with the proposed transaction with Cibus and reviewed the material terms of the merger agreement. The Calyxt Board discussed various considerations with respect to the proposed transaction with Cibus, as summarized in the section entitled “—Calyxt Reasons for the Mergers.” Following discussion, the Calyxt Board unanimously (i) determined that the Mergers and the Transactions are advisable and in the best interests of Calyxt and its stockholders, (ii) approved and declared advisable the Merger Agreement, the Mergers and the other Transactions, and (iii) resolved to recommend that the Calyxt Stockholders approve the Mergers and the Transactions. Later on January 13, 2023, Calyxt and Cibus executed the Merger Agreement.

On January 17, 2023, Calyxt and Cibus issued a joint press release announcing the execution of the Merger Agreement.

Calyxt Reasons for the Mergers

During the course of its evaluation of the Merger Agreement and the Transactions, the Calyxt Board (including the Calyxt Committee) held numerous meetings, consulted with Calyxt, Inc.’s senior management and with financial and legal advisors and consultants to the Calyxt Board and/or the Calyxt Committee. In reaching its decision to approve the Merger Agreement and the Transactions, the Calyxt Board considered a number of factors that it viewed as supporting its decision to approve the Merger Agreement, including: