Calyxt, Inc. (NasdaqCM:CLXT) approved the proposed letter of intent to acquire Cibus Global, Ltd. from Cibus, Ltd. and others on November 22, 2022. Calyxt, Inc. (NasdaqCM:CLXT) entered into a definitive merger agreement to acquire Cibus Global, Ltd. from Cibus, Ltd. and others for approximately $160 million on January 13, 2023. Each issued and outstanding Cibus membership unit immediately prior to the Closing will, effective as of the closing, be converted into the right to receive, subject to the election of such holder (to the extent a Top 99 Holder), 3.17046 shares of either (i) Public Company Class A Common Stock or (ii) Public Company Class B Common Stock (along with a corresponding number of Cibus Common Units). Under the terms of the merger agreement, Calyxt will issue shares of its common stock to Cibus shareholders in an exchange ratio such that upon completion of the merger, Calyxt shareholders will own approximately 5% of the combined company, subject to adjustments permitted by the merger agreement on a fully-diluted, as converted basis, and pre-Closing holders of Cibus membership units and warrants are expected to own approximately 95.0% of the issued and outstanding common stock of Resulting Public Company, on a fully-diluted basis. Calyxt and Cibus will merge in an all-stock transaction. Upon closing of the transaction, the combined company, renamed Cibus Inc., will trade on the Nasdaq Capital Market. As per the accounting treatment, Calyxt will be the accounting acquirer. As of March 16, 2023, Cibus Global LLC 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 as described in the Merger 8-K. Funds can be drawn by Calyxt in $500,000 increments and may only be used to fund operating expenses incurred in the ordinary course of business consistent with past practice and consistent with the negative covenants in the Merger Agreement. Taking into account the available Interim Funding, Calyxt believes it has sufficient cash to fund operations through the end of the second quarter of 2023. The Cibus, Inc. Board will be expected to be composed of six directors. The merger agreement requires that all current members of the Calyxt Board resign as of merger Effective Time. Pursuant to the agreement, at the merger effective time, Rory Riggs, Peter Beetham, Mark Finn, Jean-Pierre Lehmann, Gerhard Prante, Ph.D. and Keith Walker, will be appointed to the Cibus, Inc. Board, with Rory Riggs serving as chair of the Cibus, Inc. Board. the Cibus, Inc. Board will be expected to be composed of six directors. The Merger Agreement requires that all current members of the Calyxt Board resign as of the First Blocker Merger Effective Time. Pursuant to the Merger Agreement, at the First Blocker Merger Effective Time, Rory Riggs, Peter Beetham, Ph.D., Mark Finn, Jean-Pierre Lehmann, Gerhard Prante, Ph.D. and Keith Walker, Ph.D. will be appointed to the Cibus, Inc. Board, with Rory Riggs serving as chair of the Cibus, Inc. Board including Rory Riggs, Chief Executive Officer and Chair; Peter Beetham, President and Chief Operating Officer; Greg Gocal, Chief Scientific Officer and Executive Vice President and Wade King as Chief Financial Officer. Upon closure of the merger, Rory Riggs, Cibus Co-Founder, will become Chief Executive Officer and Chairman of the combined company and the Cibus leadership team will lead the new organization. In case of termination under certain circumstances, Calyxt shall be obligated to pay Cibus a fee equal to $1,000,000 within three business days of termination and Cibus shall be obligated to pay Calyxt a fee equal to $1,000,000.

The transaction is subject to customary closing conditions, including approval of Calyxt’s stockholders, the approval of Cibus’s members, the receipt of required regulatory approvals, the effectiveness of the registration statement on Form S-4 (the “Form S-4”) to be filed by Calyxt with the U.S. Securities and Exchange Commission, the approval by Nasdaq for listing of the shares of Class A Common Stock to be issued as Merger Consideration, execution of the Exchange Agreement, the Tax Receivable Agreement, the Cibus Amended Operating Agreement and the Registration Rights Agreement. As of the date hereof, Calyxt and Cibus do not anticipate that the Transactions will require a merger control filing under the Hart-Scott Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), however, if the parties determine prior to Closing that such a filing is required by law, the Closing will be subject to the expiration or termination of the waiting period under the HSR Act and receipt of any other specified merger control consents or clearances. The Boards of Directors of Cibus and Calyxt have unanimously approved the transaction. Concurrent with the execution of the merger agreement, certain officers of Calyxt, all of Calyxt's directors, and Cellectis, S.A., Calyxt's largest shareholder, executed support agreements in favor of the merger. These support agreements provide 49.9% approval from Calyxt shareholders. On January 13, 2023, concurrently with the execution of the Merger Agreement and as a condition to Calyxt entering into the Merger Agreement, Calyxt entered into Voting Agreements, with certain of Cibus’s equity holders, directors and officers who as of January 13, 2023, collectively and in the aggregate, hold voting power of approximately 54.3% of the outstanding voting Cibus membership units. The Calyxt special meeting will be held on May 18, 2023. As of April 18, 2023, Calyxt, Inc. Announces Effectiveness of Registration Statement on Form S-4 in Connection with Merger with Cibus Global LLC. As on May 18, 2023, Calyxt’s stockholders approved the transaction at the special meeting. The merger is expected to close in the second quarter of 2023. The closing of the merger is anticipated to take place on or around Wednesday, May 31, 2023, subject to the satisfaction of the remaining closing conditions.

Morgan Ley and David Istock of Canaccord Genuity served as financial advisors with a service fee of $1.8 million and fairness opinion provider with a service fee of $0.5 million and John H. Butler of Sidley Austin LLP served as legal counsel to Calyxt, and Cameron A. Reese, Randi C. Lesnick, Zachary R. Brecheisen of Jones Day served as legal counsel to Cibus with respect to the transaction. Willkie Farr & Gallagher LLP acted as legal advisor to Cellectis. Broadridge Corporate Issuer Solutions, Inc. acted as transfer agent to Calyxt. Akin Gump Strauss Hauer & Feld LLP acted as legal advisor to Cibus.

Calyxt, Inc. (NasdaqCM:CLXT) completed the acquisition of Cibus Global, Ltd. from Cibus, Ltd. and others on May 31, 2023. Following the completion of the business combination, the company's Common stock (CLXT) will undergo a name, symbol, and CUSIP number change along with a one-for-five (1-5) reverse stock split. These actions will become effective on Thursday, June 1, 2023.