UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported): July 6, 2020
Calyxt, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-38161 | 27-1967997 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2800 Mount Ridge Road
Roseville, MN 55113-1127
(Address and zip code of principal executive offices)
(651) 683-2807
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of exchange on which registered | ||
Common Stock, par value $0.0001 per share |
CLXT | The NASDAQ Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 6, 2020, André Choulika, Ph.D. notified Calyxt, Inc. (the Company) of his decision to retire from his position as Chairman of the Companys Board of Directors (the Board) and as a director of the Company, effective immediately. Dr. Choulikas decision to retire is not because of a disagreement with the Company on any matter relating to the Companys operations, policies or practices. The Board has appointed Yves J. Ribeill, Ph.D., as Chairman of the Board, effective immediately.
On July 6, 2020, Cellectis S.A. (Cellectis), our majority stockholder, notified the Company that pursuant to the Stockholders Agreement, dated as of July 25, 2017, and subsequently amended on May 7, 2018 (the Stockholders Agreement) between Cellectis and the Company, Cellectis had designated Laurent Arthaud to serve as a member of the Board. The Board has appointed Mr. Arthaud as a director, effective immediately.
Mr. Arthaud previously served as a member of the Companys Board from July 2017 to May 2019 and has served as a member of Cellectis board of directors since 2011. Mr. Arthaud has been the Managing Director of Life Sciences and Ecotechnologies for Bpifrance Investissement (formerly CDC Enterprises, a subsidiary of Caisse des Dépôts) since 2012. Mr. Arthaud is a graduate of the École Polytechnique and the École Nationale de Statistique et dAdministration Économique.
Mr. Arthaud is expected to enter into an indemnification agreement and will be entitled to receive compensation in accordance with the Companys standard arrangements for non-employee directors, each as described in the Companys annual proxy statement filed with the Securities and Exchange Commission on April 9, 2020.
Because of his status as a director of Cellectis, the Board determined that Mr. Arthaud is not independent under the independence standards of the NASDAQ and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Mr. Arthaud does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
Item 7.01. | Regulation FD Disclosure. |
On July 6, 2020, Calyxt issued a press release announcing the changes to the Companys Board.
The information in Item 7.01 of this Form 8-K (including Exhibit 99.1) shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing, regardless of any general incorporation language in any such filing, unless the Company expressly sets forth in such filing that such information is to be considered filed or incorporated by reference therein. The furnishing of this information will not be deemed an admission as to the materiality of any information contained herein.
Item 9.01. | Financial Statements and Exhibits. |
d. Exhibits
Exhibit |
Description | |
99.1 | Press Release of Calyxt, Inc. dated July 6, 2020 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Calyxt, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 6, 2020
CALYXT, INC | ||
By: | /s/ James A. Blome | |
Name: | James A. Blome | |
Title: | Chief Executive Officer |
Exhibit 99.1
Calyxt Announces Board Changes
Dr. André Choulika decides to retire from Calyxts Board to fully focus on Cellectis development
Yves Ribeill, Biotech Veteran and Member of Calyxts Board of Directors, to Chair the Board
Laurent Arthaud designated by Cellectis and appointed as a Director
Roseville, MN July 6, 2020 Calyxt, Inc. (NASDAQ: CLXT), a plant-based technology company, announced the appointment of current board member Yves Ribeill, Ph.D., as Chairman. This appointment coincides with Dr. André Choulikas decision to wholly focus his energy on Cellectis clinical development activities, and thus, retiring as Chairman of Calyxts Board. Additionally, Calyxts Board of Directors appointed Laurent Arthaud (Cellectis Board member) as Director. These changes are effective immediately.
On behalf of the Calyxt Board of Directors, I would like to express my deep gratitude and appreciation for Andrés guidance and commitment to Calyxts success over the past decade, said Yves Ribeill. Under Andrés leadership over the last ten years, Calyxt has demonstrated its ability to invent, develop, market, and supply a gene-edited crop, starting with its first high oleic soybean. With the immense progress Calyxt has made, we are now uniquely positioned to use our leading-edge TALEN® technology to bring healthier, more sustainable products to market. Im honored and excited to guide Calyxt in its next development phase and hope we can continue the legacy André established for us.
Yves Joseph Ribeill, Ph.D., founded SCYNEXIS, Inc (NASDAQ: SCYX) and served as President and CEO from 1999 to 2015. Dr. Ribeill has more than 35 years of experience in the healthcare industry, with an expertise in anti-infective diseases including bacterial, fungal, viral and parasiticidal and in microbiome-centric diseases. Prior to moving to the U.S. 23 years ago, Dr. Ribeill held several management positions during his international career with Rhône-Poulenc and Aventis in France and in the UK. Dr. Ribeill was a member of the Scientific Advisory Committee of the World Health Organization, the Medicines for Malaria Venture and is currently the CEO of Ribogenics, Inc., an early stage R&D company.
As co-founder of Calyxt in 2010, I am so proud of this team and the incredible company that we have built. Calyxt is now a publicly listed company, with an impressive product pipeline, that commercialized for the very first time a healthier gene-edited food product to benefit consumers, and is at a pivotal stage. Cellectis, from which Calyxt originally started as Cellectis Plant Sciences, is now at a turning point where it requires my utmost focus and attention. Therefore, I have decided that it is in the best interest of Cellectis to retire as Chairman of Calyxts Board of Directors. Under the leadership of Dr. Ribeill and CEO, Jim Blome, Im convinced the Calyxt management team and the Board of Directors will continue to make this company grow and provide plant-based solutions to the world. Thank you to the entire Calyxt team, the Board, and our investors for continuing to believe in this great business.
André has consistently made impactful contributions to Calyxt and has provided expert guidance to our company, especially in the area of research, strategic corporate and business development, stated Jim Blome, CEO of Calyxt. Yvess appointment as Chairman comes at a very important time in the maturation of our company, as we advance our pipeline of novel high-value crops to address the worlds challenges, continued Mr. Blome. We are looking forward to Yvess insightful contributions.
In addition, the Calyxt Board of Directors appointed Laurent Arthaud, a member of Cellectis Board of Directors since 2011, as Director. Mr. Arthaud was designated to serve as a director by Cellectis, Calyxts parent company, pursuant to an existing Stockholders Agreement between Calyxt and Cellectis. Cellectis holds 68.9% of Calyxt shares as of December 31, 2019. Mr. Arthaud served as a member of Calyxts Board of Directors until May 2019 and is a member of Cellectis Board of Directors since 2011. Mr. Arthaud has been the Managing Director of Life Sciences and Ecotechnologies for Bpifrance Investissement (formerly CDC Enterprises, a subsidiary of Caisse des Dépôts) since 2012.
Im honored to join the Board of Directors at Calyxt and to support the impressive team that CEO Jim Blome has built. Im confident the company will continue to build significant value for its stakeholders, Laurent Arthaud added.
About Calyxt
Calyxt (NASDAQ: CLXT), based in Roseville, Minnesota is a plant-based technology company. We partner with like-minded farmers and companies to deliver plant-based products with wellness and sustainability benefits. We use cutting edge plant breeding techniques to innovate and develop solutions to address unmet consumer and market demands. For further information, please visit our website at www.calyxt.com.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of 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 anticipates, estimates, expects, intends, plans, predicts, projects, should, will, or continue, the negative of these terms and other similar terminology. Forward-looking statements in this press release include statements about the long term goals and future performance of our business. These and other forward-looking statements are predictions and projections about future events and trends based on our current expectations, objectives and intentions and premised on current assumptions. Our actual results, level of activity, performance or achievements 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: the severity and duration of the evolving COVID-19 pandemic and the resulting impact on macro-economic conditions; the impact of increased competition; disruptions at our key facilities; changes in customer preferences and market acceptance of our products; competition for collaboration partners and the successful execution of collaborations; the impact of adverse events during development, including
unsuccessful field trials or disruptions in seed production; failures by third-party contractors; inaccurate demand forecasting; disruptions to supply chains, including transportation and storage functions; commodity price conditions; the impact of changes or increases in oversight and regulation; disputes or challenges regarding intellectual property; proliferation and continuous evolution of new technologies; management changes; dislocations in the capital markets; and other important factors discussed under the caption entitled Risk Factors in our Annual Report on Form 10-K and subsequent filings on Form 10-Q or 8-K with the U.S. Securities and Exchange Commission. We do 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, except as otherwise required by law.
For further information, please contact:
Calyxt Media Contact:
Trina Lundblad, Director of Corporate Communications
(612) 790-0514
media@calyxt.com
Calyxt Investor Relations Contact:
Chris Tyson, Managing Director
MZ Group MZ North America
(949) 491-8235
CLXT@mzgroup.us
www.mzgroup.us