Item 1.01 Entry into a Material Definitive Agreement.
On October 16, 2020, Calyxt, Inc. (the "Company") entered into a securities
purchase agreement (the "Purchase Agreement") with institutional investors party
thereto (collectively, the "Purchasers"). Pursuant to the terms of the Purchase
Agreement, the Company agreed to sell to the Purchasers an aggregate of
3,750,000 shares (the "Shares") of the Company's common stock, par value $0.0001
per share, in a registered direct offering at an offering price of $4.00 per
share (the "Offering") for aggregate gross proceeds of $15.0 million, before
deducting fees payable to the placement agent and other offering expenses
payable by the Company. The Shares are being offered by the Company pursuant to
an effective shelf registration statement on Form S-3 (File No. 333-233231)(the
"Registration Statement"), which was declared effective by the Securities and
Exchange Commission on September 27, 2019, as supplemented by a prospectus
supplement. The Offering is expected to close on October 20, 2020, subject to
the satisfaction of customary closing conditions.
Cellectis S.A. ("Cellectis"), the Company's majority shareholder, subscribed to
purchase 1,250,000 shares in the Offering, and following the Offering, Cellectis
will own approximately 64.7% of the Company's outstanding shares of common
stock.
The Purchase Agreement contains customary representations, warranties and
covenants of the Company, conditions to closing, and termination and other
customary provisions.
The foregoing description of the Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
document, which is attached as Exhibit 10.1 to this Current Report on Form 8-K
and incorporated by reference herein.
In connection with the Offering, the Company is filing a legal opinion and
consent as Exhibit No. 5.1 and Exhibit No. 23.1, respectively, to this Current
Report on Form 8-K, each of which is incorporated by reference in its entirety
into the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
d. Exhibits
Exhibit
Number Description
5.1 Opinion of Jones Day.
10.1 Form of Securities Purchase Agreement, dated as of October 16, 2020,
by and among Calyxt, Inc. and the Purchasers party thereto.
23.1 Consent of Jones Day (included in Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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