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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