Ag Gene Editing Firms Calyxt, Cibus Forge Merger Agreement

Calyxt Inc. (Nasdaq: CLXT) and Cibus, two pioneers in agriculture-based gene editing, have entered into a definitive merger agreement under which they will merge in an all-stock transaction.

The merger will create a leader in precision gene editing that is focused on driving sustainable agriculture and increasing the availability of renewable low-carbon ingredients.

Paris-based biotechnology company Cellectis (NASDAQ: CLLS) holds a 49.1% equity interest in Calyxt and has a GMP manufacturing facility in Raleigh. After the merger, Cellectis is expected to own approximately 2.5% of the equity interests of the combined company.

"Cibus is an excellent strategic fit for Calyxt given our complementary technology platforms, and the merger provides a great opportunity to leverage multiple synergies to drive innovation and shareholder value," said Michael A. Carr, president and chief executive officer of Calyxt. "I am deeply proud of the significant accomplishments made by our team and their commitment to further science in significant ways."

Cibus and Calyxt are both working with consumer product companies to develop more-sustainable ingredients. In addition, Cibus' patented gene editing platform, the Rapid Trait Development System (RTDS), is being used to develop new productivity traits in seeds designed to make farming more sustainable by increasing crop yields and reducing the need for fungicides, herbicides, pesticides, and fertilizers. Cibus is in the process of launching three new productivity traits: one in canola and two in rice. Transfers of these traits to customers for commercialization are expected to begin in the first half of 2023.

“The successful development and transfer of these first traits to our customers will be an important milestone in the gene editing industry,” said Rory Riggs, co-founder, chief executive officer and chairman of Cibus. “It will also be a major commercial milestone in the growth of Cibus. We are very excited by the ability of this transaction – through the addition of both Calyxt's state-of-the-art gene editing facilities and its talented scientists – to accelerate our growth."

The merger is expected to close in the second quarter of 2023, subject to customary closing conditions, including approval of the merger by the shareholders of Calyxt. Support agreements in favor of the merger were executed by certain officers of Calyxt, all of Calyxt's directors and Cellectis S.A.

When the transaction closes, the combined company, renamed Cibus Inc., will trade on the Nasdaq Capital Market. The current Cibus management team will lead the combined organization with Riggs as chairman of the board of directors and chief executive officer. Corporate headquarters for the combined company will be in San Diego while Calyxt's offices, laboratory and breeding facilities in Roseville, Minnesota, will remain operational as a key site for the combined company.