Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On May 17, 2022, Calyxt, Inc. (the "Company") received a written notice (the
"Notice") from the Listing Qualifications Department of The Nasdaq Stock Market
LLC ("Nasdaq") that the Company is not in compliance with the requirement to
maintain a minimum closing bid price of $1.00 per share, as set forth in Nasdaq
Listing Rule 5450(a)(1) (the "Bid Price Requirement"), because the closing bid
price of the Company's common stock, par value $0.0001 per share (the "Common
Stock"), was below $1.00 per share for 30 consecutive business days. The Notice
does not impact the listing of the Common Stock on the Nasdaq Global Market at
this time.
The Notice provided that, in accordance with Nasdaq Listing Rule 5810(c)(3)(A),
the Company has a period of 180 calendar days from the date of the Notice, or
until November 14, 2022, to regain compliance with the Bid Price Requirement.
During this period, the Common Stock will continue to trade on the Nasdaq Global
Market. If at any time before November 14, 2022 the bid price of the Common
Stock closes at or above $1.00 per share for a minimum of ten consecutive
trading days, Nasdaq will provide written notification that the Company has
achieved compliance with the Bid Price Requirement and the matter will be
closed, unless Nasdaq exercises its discretion to extend the ten-day period
pursuant to Nasdaq Listing Rule 5810(c)(3)(H).
At the Company's 2022 annual meeting of stockholders to be held on June 1, 2022,
the Company is seeking approval from its stockholders of an amendment to its
amended and restated certificate of incorporation to effect a reverse stock
split of the Company's shares of common stock at a ratio not less than 2-to-1
and not greater than 10-to-1, with the exact ratio set within that range at the
discretion of the Company's board of directors before April 1, 2024 without
further approval or authorization of the Company's stockholders (the "Reverse
Stock Split Proposal"). There can be no assurance that the Company's
stockholders will approve the Reverse Stock Split Proposal or that the reverse
stock split, if implemented, will increase the market price of the Company's
common stock in proportion to the reduction in the number of shares of the
Company's common stock outstanding before the reverse stock split or result in a
permanent increase in the market price. Further information regarding the
Reverse Stock Split Proposal, including certain risks associated therewith, is
included in the Company's definitive proxy statement on Schedule 14A filed with
the SEC on April 19, 2022 (the "Proxy Statement").
In the event the Company does not regain compliance by November 14, 2022, the
Company may be eligible for an additional 180 calendar day period to regain
compliance. To qualify, the Company would need to apply to transfer the listing
of the Common Stock to The Nasdaq Capital Market and would be required to meet
the continued listing requirement for market value of publicly held shares and
all other initial listing standards for The Nasdaq Capital Market, except for
the Bid Price Requirement. The Company would also be required to provide written
notice to Nasdaq of its intent to cure the deficiency during this second
compliance period by effecting a reverse stock split, if necessary. If it
appears to the Nasdaq staff that the Company will not be able to cure the
deficiency, or if the Company is otherwise not eligible, Nasdaq would provide
notice to the Company that its Common Stock would be subject to delisting. At
that time, the Company may appeal the Nasdaq staff's delisting determination to
a Nasdaq Hearing Panel (the "Panel"). The Company expects that its Common Stock
would remain listed pending the Panel's decision. In such event, there can be no
assurance that such an appeal would be successful.
The Company intends to actively monitor the closing bid price of its Common
Stock and will evaluate available options, including implementing a reverse
stock split, if the Reverse Stock Split Proposal is approved, to regain
compliance with the Minimum Bid Requirement. However, there can be no assurance
that the Company will be able to regain compliance with the Bid Price
Requirement or maintain compliance with any of the other Nasdaq continued
listing requirements.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the federal securities laws, including Section 27A of the Securities
Act of 1933, as amended (the Securities Act), and Section 21E of the Securities
Exchange Act of 1934, as amended (the Exchange Act). The Company has made these
forward-looking statements in reliance on the safe harbor provisions of the U.S.
Private Securities Litigation Reform Act of 1995. In some cases, you can
identify these statements by forward-looking words such as "at that time,"
"expects," "intends," "may," "remain," "seeking," "will," "would," or the
negative of these terms and other similar terminology. Forward-looking
statements in this report include statements about whether the Company's
stockholders will approve the Reverse Stock Split Proposal at the Company's 2022
annual meeting of stockholders, the Company's consummation of a reverse stock
split, if the Reverse Stock Split Proposal is approved, and whether the
Company's common stock will remain listed on the Nasdaq Global Market. These and
other forward-looking statements are predictions and projections about future
events based on the Company's current expectations, objectives, and intentions
and are premised on current assumptions. Actual outcomes could be materially
different than those expressed, implied, or anticipated by forward-looking
statements due to a variety of factors, including, but not limited to: market
conditions and their impact on the Company's trading price on the Nasdaq Global
Market, the risk that the Company's stockholders may not approve the Reverse
Stock Split Proposal, and other important factors discussed in Part I, Item 1A,
"Risk Factors" in the Company's Annual Report on Form 10-K for the year ended
December 31, 2021, which was filed with the SEC on March 3, 2022 (its Annual
Report) and its subsequent reports on Forms 10-Q and 8-K filed with the SEC. Any
forward-looking statements made by the Company in this Current Report on Form
8-K are based only on currently available information and speak only as of the
date of this report. Except as otherwise required by securities and other
applicable laws, the Company does not assume any obligation to publicly provide
revisions or updates to any forward-looking statements, whether as a result of
new information, future developments or otherwise, should circumstances change.
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