Preliminary Proxy Statement | ||||||
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||||
x | Definitive Proxy Statement | |||||
o | Definitive Additional Materials | |||||
o | Soliciting Material Pursuant to |
CALYXT,
No fee required. | ||||||||
Fee paid previously with preliminary materials. | ||||||||
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
2800 Mount
Roseville, Minnesota 55113
Drive
May 30, 2024
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By Order of the Board of Directors, | |||||
/s/ | |||||
Rory Riggs Chief Executive Officer
San Diego, California April 19, 2024 |
MAY 30, 2024JUNE 1, 2022
CALYXT,
Page | ||||||||
MAY 30, 2024
Calyxt,
In this Proxy Statement, the terms “Calyxt,” the “Company,” “we,” “us,” and “our” refer to Calyxt, Inc. and the term “Cellectis” refers to Cellectis S.A., our majority stockholder.
Drive, San Diego, CA 92121.
We recommend that you log in at least 15 minutes before the Annual Meeting to ensure that you are logged in when the meeting starts. Online access will begin at 9:45 a.m. CentralPacific Time. The Annual Meeting platform is fully supported across browsers (Internet Explorer, Firefox,(Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Stockholders should ensure that they have a strong internet connection if they intend to attend and/or participate in the Annual Meeting. Attendees should allow plenty of time to log in (at least 15 minutes before the Annual Meeting) and ensure that they can hear streaming audio prior to the start of the Annual Meeting. Information on how to vote online at the Annual Meeting is discussed below.
In the event of a technical malfunction or situation that makes it advisable to adjourn the Annual Meeting, the presiding officer of the meeting will convene the meeting at 11:00 a.m. Pacific Time on May 30, 2024, at the Company’s principal business address solely for the purpose of adjourning the meeting to reconvene at a date, time, and location announced by the presiding officer of the meeting. If this happens, more information will be provided at https://investor.cibus.com/.
Proposal No. 3 – Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split at the Discretion of our Board of Directors.
The Board recommends that you vote FOR the approval of the amendment to the Company’s Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to effect a reverse stock split of the Company’s shares of Common Stock at a ratio not less than 2-to-1 and not greater than 10-to-1, with the exact ratio to be set within that range at the discretion of our Board of Directors before April 1, 2024 without further approval or authorization of our stockholders.
2024.
•Nominees for election to our Board of Directors will be elected by a pluralitymajority of votes cast by the votesholders of theall shares of common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote on the electionmatter. A majority of directors. This meansvotes cast shall mean that the eight nominees receiving the highest number of affirmativeshares voted “For” a director’s election exceeds 50% of the number of votes will be elected. Onlycast on the issue of that director’s election (including votes “For” will affect the outcome.and votes “Against,” but excluding any abstentions or broker non-votes). Abstentions and broker non-votes will have no effect on the outcome of the vote on Proposal No. 1.
•The appointmentcompensation of Ernst & Young LLP as our independent public accounting firm for the fiscal year ending December 31, 2022,Named Executive Officers will be ratifiedapproved by the affirmative “For” vote of a majority of the votes cast affirmativelyshares present in person or negativelyrepresented by proxy at the Annual Meeting and entitled to vote on thisthe matter. Abstentions will have the effect of a vote “Against” Proposal No. 2. Broker non-votes will have no effect on the outcome of the vote on Proposal No. 2. Proposal No. 2 is advisory in nature and is not binding on the Board or the Company.
Approval
•You can vote by proxy card by requesting a proxy card from us pursuant to the instructions in the Notice of Internet Availability, and promptly completing and returning your signed proxy card in the envelope that will be provided. You should mail your signed proxy card sufficiently in advance for it to be received by May 29, 2022.
•To vote online prior to the Annual Meeting, visit www.proxyvote.com, be sure to have your Notice of Internet Availability or proxy card available, and follow the steps outlined on the secure website. You will need the 16-digit control number that is printed in the box marked by the arrow on your Notice of Internet Availability or proxy card to vote online. Your vote must be received by 11:59 p.m., EasternPacific Time on May 31, 2022,29, 2024, to be counted.
•To vote by telephone within the United States and Canada, call 1-800-690-6903 (toll free) on a touch tone telephone and follow the instructions provided by the recorded message. You will need the 16-digit control number that is printed in the box marked by the arrow on your Notice of Internet Availability or proxy card to vote by telephone. Your vote must be received by 11:59 p.m., EasternPacific Time on May 31, 2022,29, 2024, to be counted.
•To vote online during the Annual Meeting, visit www.virtualshareholdermeeting.com/CLXT2022,CBUS2024, be sure to have your Notice of Internet Availability or proxy card available and follow the instructions given on the secure website. You will need the 16-digit control number that is printed in the box marked by the arrow on your Notice of Internet Availability or proxy card to vote online at the Annual Meeting.
3.
expected that there would not be any broker non-votes.
Incorporation to effect the Reverse Stock Split.in accordance with management’s recommendations. If any other matter is properly presented at the Annual Meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.
•You may submit another properly completed proxy card with a later date.
•You may grant a subsequent proxy by voting again through the internet or by telephone.
•You may send a timely written notice that you are revoking your proxy to Calyxt’sCibus’ General Counsel at 2800 Mount6455 Nancy Ridge Road, Roseville, MN 55113.
•You may attend the virtual Annual Meeting and vote online by following the instructions posted at www.virtualshareholdermeeting.com/CLXT2022.CBUS2024. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
Implications of Being an “Emerging Growth Company”
We are an “emerging growth company” under applicable federal securities laws and therefore permitted to take advantage of certain reduced public company reporting requirements. As an emerging growth company, we provide in this Proxy Statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), including the compensation disclosures required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”). In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of the Company’s named executive officers or the frequency with which such votes must be conducted. We would cease to be an “emerging growth company” upon the earliest to occur of (i) the last day of the fiscal year in which we have more than $1.07 billion in annual revenue; (ii) the date we qualify as a “large accelerated filer,” with at least $700 million of public float (iii) the issuance, in any three-year period, by us of more than $1.0 billion in non-convertible debt securities held by non-affiliates; and (iv) the last day of the fiscal year ending after the fifth anniversary of the Company’s initial public offering, or December 31, 2022.
2024.
In the event that
made.
In addition to satisfying the requirements under the Company’s bylaws, to comply with the universal proxy rules, (once effective), stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 (the “
2025 Annual Meeting of Stockholders or the 10th calendar day following the day on which public announcement of the date of the 20232025 Annual Meeting of Stockholders is first made. Accordingly, for the 2023 Annual Meeting of Stockholders, we must receive such notice no later than April 2, 2022.
— ELECTION OF DIRECTORS
Directors
cast on the issue of that director’s election (including votes “For” and votes “Against,” but excluding any abstentions or broker non-votes).
office.
Pursuant to the Stockholders Agreement, Cellectis has a right to designate as nominees to the Board the greater of three members of the Board or a majority of the directors on the Board, and to designate the chair of the Board and one member to each committee of the Board. Cellectis has designated Mr. Arthaud to serve as its nominee to the Board. Cellectis has reserved its rights under the Stockholders Agreement to make additional designations from time to time.
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The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes, or skills of each nominee that led the Nominating and Corporate Governance Committee to recommend that person as a nominee for director, as of the date of this Proxy Statement.
Yves J. Ribeill, Ph.D.,
company working on mRNA splicing. Dr. Ribeilland holds an M.B.A. from Harvard Business School. He was also a founder of Scynexis, Inc. (NASDAQ: SCYX)an officer in the French Navy. The Company believes that Mr. Lehmann’s extensive background in financial investments brings valuable skills to the Board and qualifies him to serve on the Board.
Michael A. Carr
Laurent Arthaudwas appointed as a Director in July 2020. Mr. Arthaud served as a member of our Board of Directors from July 2017 to May 2019 and has served as a member of Cellectis’ board of directors since 2011. Mr. Arthaud has been designated by Cellectis to serve as its nominee to the Board. 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. He currently serves on the board of directors of Kurma Life Sciences Partners, Adocia, Ribogenics Inc., Aledia, Argobio, Enyo Pharma, and Sparingvision. From 2006 to 2016, he served on the board of directors of Emertec Gestion. From 2006 to 2012, Mr. Arthaud held the position of Deputy CEO at CDC Entreprises, and directed InnoBio, an investment fund managed by Bpifrance Investissement. From 1999 to 2004, he served as Vice President of Aventis Capital, an investment subsidiary of the pharmaceuticals group Aventis, and as President of Pharmavent Partners from 2004 to 2006. Mr. Arthaud is a graduate of the École Polytechnique and the École Nationale de Statistique et d’Administration Économique. We believe Mr. Arthaud’s extensive investment experience in the biotechnology industry qualifies him to serve as a member on our Board.
Philippe Dumont has served as a member of our Board since July 2017. Mr. Dumont retired in December 2012 from Bayer CropScience, where he was employed since May 2002. At Bayer he held the position of Head of Technology Management, Seeds, and was responsible for supervising globally the Regulatory Affairs and Regulatory Science functions, Stewardship, Public, and Governmental Affairs and Communication impacting GMOs and seeds. Until 2006 Mr. Dumont also supervised the Legal and Intellectual Property functions in the seed business. Mr. Dumont also held the same responsibilities at Aventis Crop Science from December 1998 until April 2002. From 1987 to 1998, Mr. Dumont was General Counsel of Rhône-Poulenc Agrochimie. Prior to moving to France in 1987, Mr. Dumont held positions as an associate at Cravath Swaine & Moore (1975-1981), international legal counsel at Gulf Oil Corporation (1981-1983), and as solo practitioner in Washington D.C.
from 1983-1986. Mr. Dumont is retired from the New York and District of Columbia Bars and is a graduate of the Georgetown University Law Center (J.D. 1975) and Columbia University (B.A., magna cum laude 1972). Since June 2013, he has been serving as a director of Association Française des Biotechnologies Végétales, responsible for international relations, where he tries to promote public and governmental understanding of new breeding techniques and related regulatory issues. Based on his leadership and regulatory experience in the plant biotechnology industry both in the United States and Europe, we believe Mr. Dumont has the appropriate set of skills to serve as a member of our Board.
Jonathan B. Fassberg has served as a member of our Board since August 2018. Mr. Fassberg is currently the Vice Chairman of Healthcare Investment Banking at Oppenheimer & Co. Inc., a leading investment bank, wealth manager, and a subsidiary of Oppenheimer Holdings. Mr. Fassberg founded The Trout Group in 1996 and was the Co-Chief Executive Officer of Solebury Trout LLC since the Trout Group’s acquisition by Solebury Communications in November 2017 until March 2021. Mr. Fassberg holds a Bachelor of Science degree in biology and chemistry from The University of North Carolina – Chapel Hill and a Master of Business Administration degree in finance from New York University’s Stern School of Business. Based on his deep financial expertise and experience, we believe Mr. Fassberg has the appropriate set of skills to serve as a member of our Board.
Anna Ewa Kozicz-Stankiewicz has served as a member of our Board since July 2017. In July 2017, Ms. Kozicz partnered with Cowen Investment Management to create Cowen Sustainable Investments focused on sustainability in agriculture, energy, and transportation services. Prior to this partnership, Ms. Kozicz held management roles at BlackRock from 2012 to 2017, including Head of US Strategy and Corporate Development as well as investing roles as Portfolio Manager of a private asset portfolio for ABR Reinsurance Ltd., a Bermuda based reinsurance company which Ms. Kozicz helped to set up on behalf of BlackRock. From 2009 to 2012, Ms. Kozicz worked as an equity Portfolio Manager at Caxton Associates. From 2000 to 2009, Ms. Kozicz held multiple positions at Goldman Sachs, including Managing Director, and spent most of her time in the Principal Strategies Group with a focus on investing in the global agricultural sector. During her time at Goldman Sachs, she served as a director on the board of a New York-based federal credit union Polish & Slavic Federal Credit Union. She started her career in investment banking in 1996 at Credit Suisse First Boston in its Financial Institutions Group. Ms. Kozicz received a Bachelor of Arts in Math and Economics from Columbia College and her MBA from Columbia Business School. Based on her investment experience in the agriculture industry, we believe Ms. Kozicz has the appropriate set of skills to serve as a member of our Board.
Kimberly K. Nelson has served as a member of our Board since January 2019. Ms. Nelson has served as the Executive Vice President and Chief Financial Officer of SPS Commerce (NASDAQ: SPSC), a provider of cloud-based supply chain management solutions, since November 2007. Ms. Nelson has also served on the Board of Qumu Corporation (NASDAQ: QUMU), a video content management company, from March 2012 until May 2019. Since November 2019, Ms. Nelson has served at the Board of Directors of Teradata, a provider of database and analytics-related software, products, and services. She holds a Bachelor of Arts degree in finance from Babson College, Wellesley, Massachusetts, and completed the Executive MBA program at the University of Saint Thomas. Ms. Nelson has provided financial direction at several companies over her 30-year career including Amazon.com, Nestlé USA Inc., and The Pillsbury Company. Based on her strong finance and investor relations experience and her broad experience with premier food and consumer companies, we believe Ms. Nelson has the appropriate set of skills to serve as a member of our Board.
Christopher J. Neugent has served as a member of our Board since September 2018. Mr. Neugent has served as the Executive Vice President of Strategy of Post Holdings, Inc. (NYSE: POST), a consumer packaged goods holding company, since July 2018. Prior to this, he served as President and CEO of Post Consumer Brands, breakfast cereal manufacturer, from 2015 until July 2018. He held a variety of leadershipmanagement positions at Mycogen Seeds, an agricultural company that engages in the MOM Brands Company from 2001-2015,research, development, and testing of genetics in certain crops, after it acquired Agrigenetics, Inc. He was its Chairman of the Boardalso a co-founder, director, and Chief Executive Officer when the company was sold to Post Holdings in 2015. Prior to joining MOM Brands in 2001, Mr. Neugent was a Vice President of MarketingResearch at Frito-Lay, a division of PepsiCo,Plant Genetics, Inc., where he (“PGI”). Before founding PGI, Dr. Walker served in a variety of leadership positions in marketing, sales, and financeresearch roles with Monsanto, an agricultural biotechnology company. He received a B.A. from 1989-2001. Mr. Neugent has served on the BoardCollege
Committee. He holds an A.B degreePh.D. in EconomicsBiology from Princeton UniversityYale University. The Company believes that Dr. Walker’s experience in agricultural biotechnology, which spans over 40 years, and completed the Advanced Management Program at the Wharton School of Business. We believe Mr. Neugent’s experience as a Chief Executive Officerhis leadership role in building and leading organizations, developing and implementing corporate strategy, and leading business transformationsCibus Global’s development, qualifies him to serve as a member of ouron the Board.
and has one vacancy.
Although the Nasdaq listing standards allow a “controlled company,” such as us, to elect not to comply with certain corporate governance requirements, such “controlled company” exemptions do not modify the independence requirements for the audit committee. The controlled company exemptions are discussed further below.
Controlled Company Exemption
Cellectis controls a majority of the voting power of our outstanding common stock. As a result, we are a “controlled company” within the meaning of the Nasdaq listing standards. Under the Nasdaq listing standards, a company of which more than 50 percent of the voting power is held by an individual, group, or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that:
a majority of the Board consist of independent directors;
director nominees be selected, or recommended to the Board, either by (i) independent directors constituting a majority of the Board’s independent directors or (ii) a nominations committee composed entirely of independent directors, with a written charter or board resolution, as applicable, addressing the nominations process; and
we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
Our Board has established an Audit Committee, Nominating and Corporate Governance Committee, and Compensation Committee, each of which has a written charter that addresses its purpose and responsibilities.
Except for Mr. Arthaud and Mr. Carr, each of the other nominees for election to the Board at the 2022 Annual Meeting is an independent director under the independence provisions of the Nasdaq listing standards. Accordingly, our Board is currently comprised of a majority of independent directors. However, pursuant to the Stockholders Agreement, Cellectis has a right to designate as nominees to the Board the greater of three members of the Board or a majority of the directors on the Board. Currently Cellectis has designated only Mr. Arthaud as its nominee to the Board and has otherwise reserved its rights under the Stockholders Agreement to make additional designations from time to time. If Cellectis exercised its designation rights and designated nominees that were not independent, we would rely on the controlled company exemption to the requirement that a majority of our Board consist of independent directors.
Because Cellectis has designated Mr. Arthaud as a member of each of the Compensation Committee and the Nominating and Corporate Governance Committee pursuant to the Stockholders Agreement, we rely on the controlled company exemption with respect to the independence requirements for those committees.
Role of the Board in Risk Oversight
During
on which they serve. With respect to each of our incumbent director’s period of service, eachEach director on the Board and on the Legacy Calyxt Board attended more than 75 percent75% of the meetings of the Board and Legacy Calyxt Board, respectively, and of the respective committees on which the director
Board.
2, 2023.
documents-charters.
The
in 2023. Prior to the completion of the Merger Transactions, the Legacy Calyxt Audit Committee held two meetings in 2023.
Corporate Governance Guidelines.
challenges and needs of the Board at that time. In addition, the Stockholders Agreement provides Cellectis with certain rights relating to the composition of our Board. See “Certain Relationships and Related Party Transactions—Relationship with Cellectis—Stockholders Agreement.” The Nominating and Corporate Governance Committee will consider candidates for Board membership suggested by its members and other Board members, as well as management and stockholders. Stockholders who wish to recommend a prospective nominee should follow the procedures set forth in Section 2.05Sections 10 and 11 of our bylaws. Stockholders should also review the section of this Proxy Statement entitled “Procedures“Procedure for Submitting Stockholders Proposals and Director Nominations and Stockholder Proposals.Nominees at the 2025 Annual Meeting of Stockholders.” The Nominating and Corporate Governance Committee will evaluate stockholder-recommended nominees in the same manner as other nominees, other than those designated pursuant to the Stockholders’ Agreement.nominees. All director nominees at the Annual Meeting were elected at the Calyxt 2021 Annual Meeting of Stockholders except for Mr. Carr, who was appointed byto the Board upon joiningin connection with the Company as President and Chief Executive Officer in July 2021.
CalyxtMerger Transactions.
Board Diversity Matrix (As of April 1, 2022) | ||||||||||||||||
Total Number of Directors | 8 | |||||||||||||||
Female | Male | Non-Binary | Did Not Disclose Gender | |||||||||||||
Part I: General Identity | ||||||||||||||||
Directors | 2 | 5 | — | 1 | ||||||||||||
Part II: Demographic Background | ||||||||||||||||
Black or African American | — | — | — | — | ||||||||||||
Hispanic or Latinx | — | — | — | — | ||||||||||||
Asian | — | — | — | — | ||||||||||||
Native American or Alaska Native | — | — | — | — | ||||||||||||
Native Hawaiian or Pacific Islander | — | — | — | — | ||||||||||||
White (not of Hispanic or Latino origin) | 2 | 5 | — | — | ||||||||||||
Two or More Races or Ethnicities | — | — | — | — | ||||||||||||
LGBTQ+ | — | — | — | — | ||||||||||||
Did Not Disclose Demographic Background | — | — | — | 1 |
The
Board Diversity Matrix (As of March 1, 2024) | |||||||||||||||||||||||
Board Size: | |||||||||||||||||||||||
Total Number of Directors | 6 | ||||||||||||||||||||||
Female | Male | Non-Binary | Did Not Disclose Gender | ||||||||||||||||||||
Part I: General Identity | |||||||||||||||||||||||
Directors | — | 6 | — | — | |||||||||||||||||||
Part II: Demographic Background | |||||||||||||||||||||||
Black or African American | — | — | — | — | |||||||||||||||||||
Hispanic or Latinx | — | — | — | — | |||||||||||||||||||
Asian | — | — | — | — | |||||||||||||||||||
Native American or Alaskan Native | — | — | — | — | |||||||||||||||||||
Native Hawaiian or Pacific Islander | — | — | — | — | |||||||||||||||||||
White (not of Hispanic or Latinx origin) | — | 6 | — | — | |||||||||||||||||||
Two or More Races or Ethnicities | — | — | — | — | |||||||||||||||||||
LGBTQ+ | — | — | — | — | |||||||||||||||||||
Did Not Disclose Demographic Background | — | — | — | — |
one meeting in 2023. Prior to the completion of the Merger Transactions, the Legacy Calyxt Nominating and Corporate Governance Committee held one meeting in 2023.
Financial Officer, President and Chief Operating Officer, and General Counsel, as well as members of Calyxt’sCibus’ human resources team, provide support, take directions from, and bring suggestions to the Compensation Committee and the Board. The Chief Executive Officer also suggests performance measures and targets for each of the executive officers under our cash bonus program. The final decisions regarding
The Compensation Committee has engaged Vareo Advisors, LLC as its consultant for executive and non-executive compensation. The Compensation Committee determined that Vareo Advisors, LLC is free of conflicts of interest under applicable Nasdaq and SEC rules. The consultant reports directly toNeither the Compensation Committee and works withnor the Legacy Calyxt Compensation Committee engaged a compensation consultant in fiscal year 2023
Thecompletion of the Merger Transactions, the Legacy Calyxt Compensation Committee held ninethree meetings during 2021.
in 2023.
Board.
Policies Prohibiting Employee, Officer,
Calyxt’s insider trading policy prohibitsthe hedging of our directors,equity securities by our employees, including our executive officers, and the non-employee members of the Board. This policy provides that all employees and their related personsthe non-employee members of the Board are prohibited from purchasingengaging in transactions that are of a speculative nature at any time. Furthermore, all employees, including officers, and the non-employee members of the Board are prohibited from engaging in hedging transactions involving our securities, on marginincluding forward sale or purchase contracts, equity swaps, collars or exchange funds. In addition, all employees, including officers, and the non-employee members of the Board are prohibited from short selling our common stock or engaging in transactions involving our derivative securities (including put option contracts, transacting in straddles, and the like).
Name | Age | Position | ||||||||||||
Rory Riggs | 70 | Chief Executive Officer and Chairman | ||||||||||||
Peter Beetham, Ph.D. | 61 | President and Chief Operating Officer and Director | ||||||||||||
Greg Gocal, Ph.D. | 55 | Chief Scientific Officer and Executive Vice President | ||||||||||||
Wade King, M.D. | 67 | Chief Financial Officer |
Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | |||||||||||||||||||||||||||||||||||||||
Rory Riggs (5) | 2023 | 292,314 | — | — | — | — | — | 292,314 | |||||||||||||||||||||||||||||||||||||||
Chief Executive Officer and Chairman | |||||||||||||||||||||||||||||||||||||||||||||||
Michael A. Carr (6) | 2023 | 208,334 | — | 480,717 | 129,080 | — | 344,510 | 1,162,641 | |||||||||||||||||||||||||||||||||||||||
Former President and Chief Executive Officer | 2022 | 500,000 | — | 495,923 | 474,522 | — | 43,561 | 1,514,006 | |||||||||||||||||||||||||||||||||||||||
Peter Beetham, Ph.D. (5) | 2023 | 292,314 | — | — | — | — | — | 292,314 | |||||||||||||||||||||||||||||||||||||||
President and Chief Operating Officer and Director | |||||||||||||||||||||||||||||||||||||||||||||||
Greg Gocal, Ph.D. (5) | 2023 | 266,012 | — | — | — | — | 266,012 | ||||||||||||||||||||||||||||||||||||||||
Chief Scientific Officer and Executive Vice President | |||||||||||||||||||||||||||||||||||||||||||||||
Travis J. Frey, Ph.D. (7) | 2023 | 335,000 | — | 1,307,615 | — | — | 16,763 | 1,659,378 | |||||||||||||||||||||||||||||||||||||||
Former Executive Vice President of Strategy and Sustainable Ingredients | 2022 | 300,000 | — | 275,109 | 242,138 | — | 14,760 | 832,007 | |||||||||||||||||||||||||||||||||||||||
Debra Frimerman (8) | 2023 | 133,750 | — | 415,187 | — | — | 260,554 | 809,491 | |||||||||||||||||||||||||||||||||||||||
Former General Counsel and Corporate Secretary | 2022 | 321,000 | — | 268,505 | 242,085 | — | 13,076 | 844,666 |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | |||||||||||||||||||||||||||||||||||||
Rory Riggs (3) | May 25, 2023 (4) | 38,216 | $ | 750,562 | ||||||||||||||||||||||||||||||||||||||||
October 4, 2021 (5) | 98,444 | $ | 1,933,440 | |||||||||||||||||||||||||||||||||||||||||
Michael A. Carr | March 24, 2022 | 9,801 | — | $ | 63.50 | March 24, 2027 | ||||||||||||||||||||||||||||||||||||||
July 27, 2021 | 4,001 | — | $ | 182.50 | July 27, 2026 | |||||||||||||||||||||||||||||||||||||||
Peter Beetham, Ph.D. (3) | December 31, 2022 (6) | 28,662 | $ | 562,922 | ||||||||||||||||||||||||||||||||||||||||
March 31, 2021 (7) | 33,559 | $ | 659,099 | |||||||||||||||||||||||||||||||||||||||||
Greg Gocal, Ph.D. (3) | December 31, 2022 (6) | 28,662 | $ | 562,922 | ||||||||||||||||||||||||||||||||||||||||
March 31, 2021 (7) | 27,337 | $ | 536,899 | |||||||||||||||||||||||||||||||||||||||||
Travis J. Frey, Ph.D. | September 21, 2023 (8) | 54,022 | $ | 1,060,992 | ||||||||||||||||||||||||||||||||||||||||
March 24, 2022 | 5,001 | — | $ | 63.50 | March 24, 2027 | |||||||||||||||||||||||||||||||||||||||
March 12, 2021 | 480 | — | $ | 402.50 | March 12, 2026 | |||||||||||||||||||||||||||||||||||||||
August 4, 2020 | 1,600 | — | $ | 227.50 | August 4, 2025 | |||||||||||||||||||||||||||||||||||||||
May 20, 2019 | 2,001 | — | $ | 736.00 | May 20, 2029 | |||||||||||||||||||||||||||||||||||||||
Debra Frimerman | March 24, 2022 | 5,001 | — | $ | 63.50 | March 24, 2027 | ||||||||||||||||||||||||||||||||||||||
March 12, 2021 | 540 | — | $ | 402.50 | March 12, 2026 | |||||||||||||||||||||||||||||||||||||||
August 4, 2020 | 1,600 | — | $ | 227.50 | August 4, 2025 | |||||||||||||||||||||||||||||||||||||||
May 13, 2019 | 1,201 | — | $ | 764.00 | May 13, 2029 |
PAY VERSUS PERFORMANCE | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Year (a) | Summary Compensation Table (SCT) Total for Riggs (b-1) (1) | Compensation Actually Paid (CAP) to Riggs (c-1) (1)(2) | SCT Total for Carr (b-2) (1) | CAP to Carr (c-2) (1)(2) | SCT Total for Ribeill (b-3) (1) | CAP to Ribeill (c-3) (1)(2) | SCT Total for Blome (b-4) (1) | CAP to Blome (c-4) (1)(2) | Average SCT Total for Non-PEO Named Executive Officers (NEOs) (d) (1) | Average Compensation Actually Paid to Non-PEO NEOs (e) (1)(2) | Value of Initial Fixed $100 Investment Based On: Total Shareholder Return (f) (3) | Net Income (Loss) (g) ($ in 000s) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2023 | $ | 292,314 | $ | (1,837,261) | $ | 1,162,641 | $ | 1,468,708 | $ | — | $ | — | $ | — | $ | — | $ | 756,799 | $ | 324,110 | $ | 9.31 | $ | (337,639) | ||||||||||||||||||||||||||||||||||||||||||||||||||
2022 | $ | — | $ | — | $ | 1,514,006 | $ | (322,674) | $ | — | $ | — | $ | — | $ | — | $ | 856,101 | $ | 157,879 | $ | 3.51 | $ | (16,891) | ||||||||||||||||||||||||||||||||||||||||||||||||||
2021 | $ | — | $ | — | $ | 2,533,914 | $ | 1,741,874 | $ | 594,230 | $ | 340,947 | $ | 670,298 | $ | (1,033,259) | $ | 636,031 | $ | 168,800 | $ | 50.47 | $ | (29,199) |
Rory Riggs | 2023 | |||||||
Summary Compensation Table Total for PEO (column (b-1)) | $ | 292,314 | ||||||
(-) SCT “Stock Awards” column value | $ | — | ||||||
(-) SCT “Option Awards” column value | $ | — | ||||||
(+) year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | $ | — | ||||||
(+/-) year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end * | $ | (1,620,788) | ||||||
(+) vesting date fair value of equity awards granted and vested in the covered year | $ | — | ||||||
(+/-) year-over-year change in fair value of equity awards granted in prior years that vested in the covered year * | $ | (508,787) | ||||||
(-) fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | $ | — | ||||||
(+) dollar value of dividends/earnings paid on equity awards in the covered year | $ | — | ||||||
(+) excess fair value for equity award modifications | $ | — | ||||||
Compensation Actually Paid to Rory Riggs (column (c-1)) | $ | (1,837,261) |
Michael Carr | 2023 | |||||||
Summary Compensation Table Total for PEO (column (b-2)) | $ | 1,162,641 | ||||||
(-) SCT “Stock Awards” column value | $ | (480,717) | ||||||
(-) SCT “Option Awards” column value | $ | (129,080) | ||||||
(+) year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | $ | — | ||||||
(+/-) year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | $ | — | ||||||
(+) vesting date fair value of equity awards granted and vested in the covered year | $ | 604,450 | ||||||
(+/-) year-over-year change in fair value of equity awards granted in prior years that vested in the covered year | $ | 242,993 | ||||||
(-) fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | $ | (60,659) | ||||||
(+) dollar value of dividends/earnings paid on equity awards in the covered year | $ | — | ||||||
(+) excess fair value for equity award modifications | $ | 129,080 | ||||||
Compensation Actually Paid to Michael Carr (column (c-2)) | $ | 1,468,708 |
AVERAGE FOR NON-PEO NEOs | 2023 | |||||||
Average SCT Total for Non-PEO NEOs (column (d)) | $ | 756,799 | ||||||
(-) SCT “Stock Awards” column value | $ | (430,701) | ||||||
(-) SCT “Option Awards” column value | $ | — | ||||||
(+) year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | $ | 265,248 | ||||||
(+/-) year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end * | $ | (350,522) | ||||||
(+) vesting date fair value of equity awards granted and vested in the covered year | $ | 205,657 | ||||||
(+/-) year-over-year change in fair value of equity awards granted in prior years that vested in the covered year * | $ | (122,271) | ||||||
(-) fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | $ | (100) | ||||||
(+) dollar value of dividends/earnings paid on equity awards in the covered year | $ | — | ||||||
(+) excess fair value for equity award modifications | $ | — | ||||||
Average Compensation Actually Paid to Non-PEO NEOs (column (e)) | $ | 324,110 |
— APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Ernst & Young LLP (“EY”)BDO USA, P.C.
The Audit Committee has delegated to its Chair2023 after the authority to grant separate pre-approvalscompletion of services and fees in accordance with the pre-approval policy. Merger Transactions.
2022
Year Ended December 31, 2023 | |||||||||||
Audit Fees | $ | 940,566 | |||||||||
Audit-Related Fees | — | ||||||||||
Tax Fees (1) | 25,000 | ||||||||||
All Other Fees | — | ||||||||||
Total | $ | 965,566 |
Year Ended December 31, | ||||||||
2021 | 2020 | |||||||
Audit Fees | $ | 280,000 | $ | 370,000 | ||||
Audit-Related Fees | 5,500 | — | ||||||
Tax Fees | — | — | ||||||
All Other Fees (1) | 139,800 | — | ||||||
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Total | $ | 425,300 | $ | 370,000 | ||||
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Year Ended December 31, 2022 | |||||||||||
Audit Fees | $ | 410,225 | |||||||||
Audit-Related Fees | — | ||||||||||
Tax Fees | — | ||||||||||
All Other Fees | — | ||||||||||
Total | $ | 410,225 |
Ms. Kimberly K. Nelson
Mr. Jonathan B. Fassberg
Ms. Ana Ewa Kozicz-Stankiewicz
Dr. Keith Walker
APPROVAL OF AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT AT THE DISCRETION OF OUR BOARD OF DIRECTORS
Summary
Our Board has unanimously approved a proposal to allow for the amendmentTable of the Company’s Certificate of Incorporation to effect a reverse stock split of all of our outstanding shares of Common Stock by a ratio in the range of not less than 2-to-1 and not greater than 10-to-1 (the “Reverse Stock Split”). As required by the Stockholders Agreement, the Reverse Stock Split has been approved by Cellectis for submission to the Company’s stockholders for approval. The proposal provides that our Board shall have sole discretion pursuant to Section 242(c) of the DGCL to elect, as it determines to be in the Company’s best interests, whether or not to effect the Reverse Stock Split before April 1, 2024, or to abandon it. Should the Board proceed with the Reverse Stock Split, the exact ratio shall be set at a whole number within the above range as determined by our Board in its sole discretion. Our Board believes that the availability of alternative reverse stock split ratios will provide it with the flexibility to implement the Reverse Stock Split in a manner designed to maximize the anticipated benefits for the Company and its stockholders.
In determining whether to implement the Reverse Stock Split following the receipt of stockholder approval, our Board may consider, among other things, factors such as:
the historical trading price and trading volume of our Common Stock;
the then prevailing trading price and trading volume of our Common Stock and the anticipated impact of the Reverse Stock Split on the trading market for our Common Stock;
our ability to have our shares of Common Stock remain listed on Nasdaq;
the anticipated impact of the reverse stock split on our ability to raise additional financing; and
prevailing general market and economic conditions.
If our Board determines that effecting the Reverse Stock Split is in our best interest, the Reverse Stock Split will become effective upon filing of an amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware. The amendment filed thereby will set forth the number of shares of our outstanding Common Stock to be combined into one share of our Common Stock within the limits set forth in this proposal. Except for adjustments that may result from the treatment of fractional shares as described below, each stockholder will generally hold the same percentage of our outstanding Common Stock immediately following the Reverse Stock Split as such stockholder holds immediately prior to the Reverse Stock Split.
The text of the form of amendment to the Certificate of Incorporation (the “Certificate of Amendment”), which would be filed with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, is set forth in Appendix A to this Proxy Statement. The text of the Certificate of Amendment accompanying this Proxy Statement is, however, subject to amendment to reflect the exact ratio for the Reverse Stock Split and any changes that may be required by the office of the Secretary of State of the State of Delaware or that the Board may determine to be necessary or advisable ultimately to comply with applicable law and to effect the Reverse Stock Split.
Our Board of Directors believes that approval of the amendment to the Certificate of Incorporation to effect the Reverse Stock Split is in the best interests of the Company and our stockholders and has unanimously recommended that the proposed amendment be presented to our stockholders for approval.
Board Discretion to Implement or Abandon Reverse Stock Split
The Reverse Stock Split will be effected, if at all, only upon a determination by our Board that the Reverse Stock Split (with a reverse stock split ratio determined by our Board as described above) is in the Company’s best interest. Such determination shall be based upon certain factors, including those identified above. No further action on the part of stockholders would be required to either implement or abandon the Reverse Stock Split. If our stockholders approve the proposal, and the Board determines to effect the Reverse Stock Split, we would communicate to the public, prior to the Effective Date (as defined below), additional details regarding the Reverse Stock Split, including the specific ratio selected by the Board.
If the Board does not implement the Reverse Stock Split prior to April 1, 2024, the authority granted in this proposal to implement the Reverse Stock Split will terminate. The Board reserves its right to elect not to proceed with the Reverse Stock Split if it determines, in its sole discretion, that this proposal is no longer in the Company’s best interest.
Effective Date
If the proposed amendment to the Certificate of Incorporation to give effect to the Reverse Stock Split is approved at the Annual Meeting and the Board determines to effect the Reverse Stock Split, the Reverse Stock Split will become effective as of a date and time to be determined by the Board that will be specified in the Certificate of Amendment (the “Effective Date”). Except as explained below with respect to fractional shares, each issued share of Common Stock immediately prior to the Effective Date will automatically be changed, as of the Effective Date, into a fraction of a share of Common Stock based on the exchange ratio within the approved range determined by the Board of Directors.
Principal Effects of the Reverse Stock Split
Common Stock. If this proposal is approved by the stockholders at the Annual Meeting and the Board determines to effect the Reverse Stock Split and thus amend the Certificate of Incorporation, the Company will file a certificate of amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware. Except for adjustments that may result from the treatment of fractional shares of Common Stock as described below, each issued share of Common Stock immediately prior to the Effective Date will automatically be changed, as of the Effective Date, into a fraction of a share of Common Stock based on the exchange ratio within the approved range determined by the Board. In addition, proportional adjustments will be made to the maximum number of shares of Common Stock issuable under, and other terms of, our equity compensation plans, as well as to the number of shares of Common Stock issuable under, and the exercise price of, outstanding awards under our equity compensation plans.
Except for adjustments that may result from the treatment of fractional shares of Common Stock as described below, because the Reverse Stock Split would apply to all issued and outstanding shares of our Common Stock, the proposed Reverse Stock Split would generally not alter the relative rights and preferences of our existing stockholders nor affect any stockholder’s proportionate equity interest in the Company. For example, a holder of two percent (2%) of the voting power of the outstanding shares of our Common Stock immediately prior to the effectiveness of the Reverse Stock Split will generally continue to hold two percent (2%) of the voting power of the outstanding shares of our Common Stock immediately after the Reverse Stock Split. Moreover, the number of stockholders of record will not be affected by the Reverse Stock Split. The amendment to the Certificate of Incorporation itself would not change the number of authorized shares of our Common Stock. Accordingly, the Reverse Stock Split will have the effect of creating additional unreserved shares of our authorized Common Stock. Although at present we have no current arrangements or understandings providing for the issuance of the additional shares of Common Stock that would be made available for issuance upon effectiveness of the Reverse Stock Split, other than those shares needed to satisfy the exercise of the Company’s outstanding awards under its equity compensation plans and any shares that it may issue pursuant to its existing at-the-market equity program
under the Open Market Sale AgreementSM with Jefferies LLC, these additional shares of Common Stock may be used by us for various purposes in the future without further stockholder approval, including, among other things:
raising capital to fund our operations and to continue as a going concern;
establishing strategic relationships with other companies;
providing equity incentives to our employees, officers or directors; and
expanding our business or product lines through the acquisition of other businesses or products.
Effect on Employee Plans, Options, Restricted Stock Awards and Convertible or Exchangeable Securities. Pursuant to the terms of the Calyxt, Inc. Equity Incentive Plan, the Calyxt, Inc. 2017 Omnibus Incentive Plan, as amended, and the Calyxt, Inc. 2021 Employee Inducement Incentive Plan (collectively, the “Plans”), the Board or a committee thereof, as applicable, will adjust the number of shares of Common Stock available for future grant under the Plans, the number of shares of Common Stock underlying outstanding awards, the exercise price per share of outstanding stock options, and other terms of outstanding awards issued pursuant to the Plans to equitably reflect the effects of the Reverse Stock Split. Based upon the Reverse Stock Split ratio determined by the Board, proportionate adjustments are also generally required to be made to the per share exercise price and the number of shares of Common Stock issuable upon the exercise or conversion of outstanding options, and any convertible or exchangeable securities entitling the holders to purchase, exchange for, or convert into, shares of Common Stock. This would result in approximately the same aggregate price being required to be paid under such options, and convertible or exchangeable securities upon exercise, and approximately the same value of shares of Common Stock being delivered upon such exercise, exchange or conversion, immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split. The number of shares of Common Stock subject to restricted stock awards and restricted stock units will be similarly adjusted, subject to our treatment of fractional shares of Common Stock. The number of shares of Common Stock reserved for issuance pursuant to these securities and our Plans will be adjusted proportionately based upon the Reverse Stock Split ratio determined by the Board, subject to our treatment of fractional shares of Common Stock.
Listing. Our shares of Common Stock currently trade on the Nasdaq Global Market. The Reverse Stock Split will not directly affect the listing of our Common Stock on the Nasdaq Global Market, although we believe that the Reverse Stock Split could potentially increase our stock price, facilitating compliance with Nasdaq’s minimum bid price listing requirement. Following the Reverse Stock Split, our Common Stock will continue to be listed on the Nasdaq Global Market under the symbol “CLXT,” although our Common Stock would have a new committee on uniform securities identification procedures (“CUSIP”) number, a number used to identify our Common Stock.
“Public Company” Status. Our Common Stock is currently registered under Section 12(b) of the Exchange Act, and we are subject to the “public company” periodic reporting and other requirements of the Exchange Act. The proposed Reverse Stock Split will not affect our status as a public company or this registration under the Exchange Act. The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction” covered by Rule 13e-3 under the Exchange Act.
Odd Lot Transactions. It is likely that some of our stockholders will own “odd-lots” of less than 100 shares of Common Stock following the Reverse Stock Split. A purchase or sale of less than 100 shares of Common Stock (an “odd lot” transaction) may result in incrementally higher trading costs through certain brokers, particularly “full service” brokers, and generally may be more difficult than a “round lot” sale. Therefore, those stockholders who own less than 100 shares of Common Stock following the Reverse Stock Split may be required to pay somewhat higher transaction costs and may experience some difficulties or delays should they then determine to sell their shares of Common Stock.
Authorized but Unissued Shares; Potential Anti-Takeover Effects. Our Certificate of Incorporation presently authorizes 275,000,000 shares of Common Stock and 50,000,000 shares of preferred stock. The Reverse Stock Split would not change the number of authorized shares of the Common Stock or preferred stock as designated. Therefore, because the number of issued and outstanding shares of Common Stock would decrease, the number of shares of Common Stock remaining available for issuance by us in the future would increase.
Such additional shares of Common Stock would be available for issuance from time to time for corporate purposes such as issuances of Common Stock in connection with capital-raising transactions and acquisitions of companies or other assets, as well as for issuance upon conversion or exercise of securities such as convertible preferred stock, convertible debt, warrants or options convertible into or exercisable for Common Stock. We believe that the availability of the additional shares of Common Stock will provide us with the flexibility to meet business needs as they arise, to take advantage of favorable opportunities and to respond effectively in a changing corporate environment. For example, we may elect to issue shares of Common Stock to raise equity capital, to make acquisitions through the use of stock, to establish strategic relationships with other companies, to adopt additional employee benefit plans or reserve additional shares of Common Stock for issuance under such plans, where the Board determines it advisable to do so, without the necessity of soliciting further stockholder approval, subject to applicable stockholder vote requirements under Delaware law and Nasdaq rules. If we issue additional shares of Common Stock for any of these purposes, the aggregate ownership interest of our current stockholders, and the interest of each such existing stockholder, would be diluted, possibly substantially.
The additional shares of our Common Stock that would become available for issuance upon an effective Reverse Stock Split could also be used by us to oppose a hostile takeover attempt or delay or prevent a change of control or changes in or removal of our management, including any transaction that may be favored by a majority of our stockholders or in which our stockholders might otherwise receive a premium for their shares of Common Stock over then-current market prices or benefit in some other manner. Although the increased proportion of authorized but unissued shares of Common Stock to issued shares of Common Stock could, under certain circumstances, have an anti-takeover effect, the Reverse Stock Split is not being proposed to respond to a hostile takeover attempt or to an attempt to obtain control of the Company.
Fractional Shares
We will not issue fractional certificates for post-Reverse Stock Split shares of Common Stock in connection with the Reverse Stock Split. To the extent any holders of pre-Reverse Stock Split shares of Common Stock are entitled to fractional shares of Common Stock as a result of the Reverse Stock Split, the Company will round up and issue an additional share to all holders of fractional shares of Common Stock.
No Dissenters’ Rights
Under Delaware law, our stockholders would not be entitled to dissenters’ rights or rights of appraisal in connection with the implementation of the Reverse Stock Split, and we will not independently provide our stockholders with any such rights.
Certain Risks Associated with the Reverse Stock Split
Before voting on this proposal, you should consider the following risks associated with the implementation of the Reverse Stock Split.
The Reverse Stock Split could result in a significant devaluation of the Company’s market capitalization and the trading price of the common stock.
Although we expect that the Reverse Stock Split will result in an increase in the market price of the Common Stock, we cannot assure you that the Reverse Stock Split, if implemented, will increase the market price of the
Common Stock in proportion to the reduction in the number of shares of the Common Stock outstanding or result in a permanent increase in the market price. Accordingly, the total market capitalization of the Common Stock after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split and, in the future, the market price of the common stock following the Reverse Stock Split may not exceed or remain higher than the market price prior to the Reverse Stock Split.
The effect the Reverse Stock Split may have upon the market price of the Common Stock cannot be predicted with any certainty. The market price of the Common Stock is dependent on many factors, including our business and financial performance, general market conditions, prospects for future success and other factors detailed from time to time in the reports we file with the SEC.
The Reverse Stock Split may result in some stockholders owning “odd lots” that may be more difficult to sell or require greater transaction costs per share to sell.
The Reverse Stock Split may result in some stockholders owning “odd lots” of less than 100 shares of Common Stock on a post-split basis. These odd lots may be more difficult to sell, or require greater transaction costs per share to sell, than shares in “round lots” of even multiples of 100 shares.
The Reverse Stock Split may not generate additional investor interest.
While the Board believes that a higher stock price may help generate investor interest, there can be no assurance that the Reverse Stock Split will result in a per share price that will attract institutional investors or investment funds or that such share price will satisfy the investing guidelines of institutional investors or investment funds. As a result, the trading liquidity of the Common Stock may not necessarily improve.
The reduced number of issued shares of common stock resulting from a Reverse Stock Split could adversely affect the liquidity of the common stock.
Although the Board believes that the decrease in the number of shares of common stock outstanding as a consequence of the Reverse Stock Split could encourage interest in the Common Stock and possibly promote greater liquidity for the Company’s stockholders, such liquidity could also be adversely affected by the reduced number of shares outstanding after the Reverse Stock Split.
Certain United States Federal Income Tax Consequences
The following is a summary of certain United States federal income tax consequences of the Reverse Stock Split to our stockholders. It does not address all U.S. federal income tax consequences that may be relevant to any particular stockholder, including tax considerations that arise from rules of general application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known by investors. This summary also does not address the tax consequences to (a) persons that may be subject to special treatment under U.S. federal income tax law, such as banks and other financial institutions, insurance companies, thrift institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, partnerships (or other entities classified as partnerships for U.S. federal income tax purposes) and investors therein, “United States holders” (as defined below) whose functional currency is not the U.S. dollar, U.S. expatriates, controlled foreign corporations, passive foreign investment companies, persons subject to the alternative minimum tax, persons who acquired our Common Stock through the exercise of employee stock options or otherwise as compensation, traders in securities that elect to mark to market and dealers in securities or currencies, (b) persons that hold our Common Stock as part of a position in a “straddle” or as part of a “hedging,” “conversion” or other integrated investment transaction for U.S. federal income tax purposes, (c) stockholders who own or have owned, actually or constructively, 5% or more of our Common Stock (by vote or value) at any time during the shorter of the five-year period ending on the date of the Reverse Stock Split or any such stockholder’s holding period or (d) persons that do not hold our Common Stock as “capital assets” (generally, property held for investment). The discussion is based on the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), its legislative history,
existing, temporary, and proposed regulations under the Internal Revenue Code, published rulings and court decisions, all as of the date hereof. These laws, regulations and other guidance are subject to change, possibly on a retroactive basis. We have not sought and will not seek an opinion of counsel or a ruling from the Internal Revenue Service regarding the United States federal income tax consequences of the Reverse Stock Split. This summary does not address any state, local or foreign income or other tax consequences, which, depending upon the jurisdiction and the status of the stockholder, may vary from the United States federal income tax consequences, or the effects of other U.S. federal tax laws, such as estate and gift tax laws.
PLEASE CONSULT YOUR OWN TAX ADVISOR CONCERNING THE CONSEQUENCES OF THE REVERSE STOCK SPLIT IN YOUR PARTICULAR CIRCUMSTANCES UNDER THE INTERNAL REVENUE CODE AND THE LAWS OF ANY OTHER TAXING JURISDICTION.
If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our Common Stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships that hold our Common Stock, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequences of the Reverse Stock Split.
Tax Consequences to United States Holders. A “United States holder” is a beneficial owner of our Common Stock that is, for United States federal income tax purposes: (a) a citizen or individual resident of the United States, (b) a corporation organized in or under the laws of the United States or any state thereof or the District of Columbia, (c) an estate whose income is subject to United States federal income tax regardless of its source, or (d) a trust, if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust. The discussion in this section applies only to United States holders.
The Reverse Stock Split is intended to be treated as a recapitalization for U.S. federal income tax purposes. Assuming that the Reverse Stock Split qualifies as a recapitalization (and subject to the discussion of fractional shares below), no gain or loss will be recognized by a United States holder upon such holder’s exchange of pre-Reverse Stock Split shares of Common Stock for post-Reverse Stock Split shares of Common Stock pursuant to the Reverse Stock Split. A United States holder’s aggregate adjusted basis in the post-Reverse Stock Split shares of Common Stock received will be the same as such holder’s aggregate adjusted basis in the Common Stock exchanged for such new shares. The United States holder’s holding period for the post-Reverse Stock Split shares of Common Stock will include the period during which such holder held the pre-Reverse Stock Split shares of Common Stock surrendered. United States holders that acquired pre-Reverse Stock Split shares of Common Stock on different dates and at different prices should consult their own tax advisors regarding allocating the tax basis and holding period from pre-Reverse Stock Split shares of Common Stock to post-Reverse Stock Split shares of Common Stock.
The treatment of fractional post-Reverse Stock Split shares of Common Stock being rounded up to the next whole share is uncertain, and a United States holder that receives a whole share in lieu of a fractional share may recognize income, which may be characterized as either capital gain or as a dividend, in an amount not to exceed the excess of the fair market value of such whole share over the fair market value of the fractional share to which the United States holder is otherwise entitled. United States holders should consult their own tax advisors regarding the U.S. federal income tax consequences of fractional shares being rounded to the next whole share (including the tax basis and holding period of a whole share received in lieu of a fractional share).
Non-U.S. Holders.A “non-U.S. holder” is a beneficial owner of our Common Stock that is neither a United States holder nor a partnership (or other entity classified as a partnership for U.S. federal income tax purposes). The discussion in this section applies only to non-U.S. holders. Generally, non-U.S. holders will not recognize any gain or loss upon the Reverse Stock Split.
A non-U.S. holder that receives a whole post-Reverse Stock Split share of Common Stock in lieu of a fractional post-Reverse Stock Split share of Common Stock may be treated as described above under “—Tax Consequences to United States Holders,” if (a) any income or gain from the exchange of pre-Reverse Stock Split shares of
Common Stock for post-Reverse Stock Split shares of Common Stock is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States (or, if certain income tax treaties apply, is attributable to a non-U.S. holder’s permanent establishment or fixed base in the United States), or (b) such non-U.S. holder is an individual and is present in the United States for 183 days or more in the taxable year of the Reverse Stock Split and other conditions are met. Such non-U.S. holders should consult their own tax advisors regarding the U.S. federal income tax consequences of fractional shares being rounded to the next whole share.
Accounting Consequences
Following the Effective Date of the Reverse Stock Split, if any, the net income or loss and net book value per share of Common Stock will be increased because there will be fewer shares of Common Stock outstanding. We do not anticipate that any other accounting consequences would arise as a result of the Reverse Stock Split.
Effect on Registered “Book-Entry” Holders of Common Stock
The Company’s registered stockholders hold their shares electronically in book-entry form with the Company’s transfer agent, Broadridge Corporate Issuer Solutions, Inc. (the “Transfer Agent”). Stockholders do not have stock certificates evidencing their ownership of Common Stock. They are, however, provided with a statement reflecting the number of shares of Common Stock registered in their accounts.
If you hold registered shares of Common Stock in book-entry form, you do not need to take any action to receive your post-Reverse Stock Split shares of Common Stock in registered book-entry form.
If you are entitled to post-Reverse Stock Split shares of Common Stock, a transaction statement will automatically be sent to your address of record by our transfer agent as soon as practicable after the Effective Date indicating the number of shares of Common Stock that you hold.
Upon the implementation of the Reverse Stock Split, we intend to treat shares held by stockholders through a bank, broker, custodian, or other nominee in the same manner as registered stockholders whose shares are registered directly in their names with the Transfer Agent. Banks, brokers, custodians, or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding our common stock in street name. However, these banks, brokers, custodians, or other nominees may have different procedures for processing the Reverse Stock Split. Stockholders who hold our common stock with a bank, broker, custodian, or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers, custodians, or other nominees.
Interests of Directors and Executive Officers
Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this proposal except to the extent of their ownership of shares of our Common Stock and equity awards under granted to them under our equity incentive plans.
Vote Required and Recommendation
Our By-laws provide that, on all matters (other than the election of directors and except to the extent otherwise required by our Certificate of Incorporation or applicable Delaware law), the affirmative vote of a majority of the votes cast affirmatively or negatively at a meeting at which a quorum is present and entitled to vote will be required for approval of the amendment to our Certificate of Incorporation to give effect to the Reverse Stock Split. Accordingly, the affirmative vote of a majority of the votes cast affirmatively or negatively at the Annual Meeting and entitled to vote on the matter will be required to approve the Reverse Stock Split.
At the Annual Meeting, a vote will be taken on a proposal to amend the Company’s Certificate of Incorporation to effect the Reverse Stock Split at the discretion of the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE REVERSE STOCK SPLIT.
ContentsEXECUTIVE OFFICERS
The following table sets forth information concerning our current executive officers, other than Michael A. Carr, whose information is set forth above under “Proposal No. 1—Election of Directors—Nominees for Election for a One-Year Term Expiring at the 2023 Annual Meeting of Stockholders”:
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William F. Koschak has served as our Chief Financial Officer since January 2019. Mr. Koschak previously served as the Vice President, Finance of the Brain Therapies business unit of Medtronic plc (NYSE: MDT), a global medical technology company, from June 2017 through January 2019. As Vice President, Finance of the Brain Therapies business unit, Mr. Koschak had responsibility for matters including financial and strategic planning for the $2.5 billion in revenue global brain therapies business unit, as well as acquisitions and operational excellence. During this time, Mr. Koschak also served as Interim Vice President and General Manager, Brain Modulation from May 2018 through October 2018. As the interim General Manager of Brain Modulation, he led all aspects of the global Brain Modulation business with a focus on the development of products for medical devices to treat the effects of Parkinson’s disease and epilepsy. Prior to joining Medtronic plc, Mr. Koschak served as the Executive Vice President and Chief Financial Officer of Young America Holdings, LLC, a privately held digital services firm, beginning in December 2014. Mr. Koschak also held various finance positions including Vice President, Finance for Convenience and Foodservice and Vice President, Financial Reporting at General Mills, Inc. (NYSE: GIS), where he was employed from May 2005 until December 2014. Prior to General Mills, Mr. Koschak was an audit partner at KPMG LLP. Mr. Koschak is a board member of 1st Financial Bank USA and Second Harvest Heartland, the second largest food bank in the United States. Mr. Koschak is a graduate of Augsburg College.
Travis J. Frey, Ph.D., has served as our Chief Technology Officer since May 2019. Prior to joining Calyxt, Dr. Frey served as the Vice President of Science and Innovation from March of 2018 to April of 2019 at WISErg Corporation, a company fusing biological science and engineering into a solution that converts landfill-bound food into premium sustainable agricultural inputs. Dr. Frey was responsible for WISErg’s science and technology vision, strategy and execution as well as being responsible for aligning science and innovation initiatives regarding existing and new product research and development. Prior to joining WISErg Corporation, Dr. Frey held various roles at Monsanto from January of 2006 to March of 2018, where he developed improved varieties of corn, improved efficiencies in the introgression of traits into elite germplasm, improved molecular assays to enhance the use of breeding while reducing the need for field testing, and led Monsanto’s global Dicot transformation center as well as their controlled environment facilities. Dr. Frey received his B.S. in Horticulture from Penn State University, M.S. in Plant Breeding and Plant Genetics from the University of Wisconsin, Ph.D. in the Plant Biology and Biotechnology Program at the University of Delaware and an M.B.A from the University of Chicago – Booth School of Business.
Debra Frimermanhas served as our General Counsel since February 2019 and also our Corporate Secretary since March 2019. From February 2012 until joining Calyxt, Ms. Frimerman held multiple roles in the legal department at Syngenta, a global agribusiness company. Ms. Frimerman’s most recent role at Syngenta was Associate General Counsel for Syngenta North America where she led the U.S. seeds legal department, which included responsibility for global seed licensing transactions. Prior to Syngenta, Ms. Frimerman practiced law at Stoel Rives LLP and Lindquist & Vennum PLLP focusing on mergers and acquisitions, securities, commercial transactions, and general corporate matters. Ms. Frimerman holds a J.D. from the University of Minnesota Law School, where she graduated magna cum laude, and a Bachelor of Arts degree in economics from the University of California, Santa Barbara.
Summary Compensation Table
The following table sets forth total compensation for the years ended December 31, 2021, and December 31, 2020 as applicable, for each person who served as our principal executive officer during 2021, as well as our two other most highly compensated executive officers in 2021 (“NEOs”).
Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) (4) | Stock Awards ($) (5) | Option Awards ($) (6) | All Other Compensation ($) (7) | Total ($) | |||||||||||||||||||||
Michael Carr (1) | 2021 | 216,984 | 450,000 | 1,346,500 | 503,306 | — | 2,516,790 | |||||||||||||||||||||
President and Chief Executive Officer | 2020 | — | — | — | — | — | — | |||||||||||||||||||||
James A. Blome (2) | 2021 | 91,134 | — | — | — | 579,164 | 670,298 | |||||||||||||||||||||
Former Chief Executive Officer | 2020 | 635,000 | 259,556 | — | 543,609 | 17,123 | 1,455,288 | |||||||||||||||||||||
Yves Ribeill (3) | 2021 | 50,000 | — | 515,077 | 29,153 | — | 594,230 | |||||||||||||||||||||
Former Executive Chair | 2020 | — | — | — | — | 142,659 | 142,659 | |||||||||||||||||||||
William F. Koschak | 2021 | 338,000 | — | 144,900 | 144,635 | 16,225 | 643,760 | |||||||||||||||||||||
Chief Financial Officer | 2020 | 329,000 | 133,713 | — | 341,697 | 18,751 | 823,161 | |||||||||||||||||||||
Debra Frimerman | 2021 | 312,078 | — | 152,950 | 150,198 | 13,076 | 628,302 | |||||||||||||||||||||
General Counsel and Corporate Secretary | 2020 | 285,313 | 102,142 | — | 248,314 | 14,983 | 650,752 |
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Outstanding Equity Awards at 2021 Fiscal Year-End
The following table sets forth certain information regarding outstanding equity awards of our NEOs as of December 31, 2021. The market value of the shares in the following table is the fair value of such shares as of December 31, 2021.
Option Awards | ||||||||||||||||
Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | ||||||||||||
Michael A. Carr | July 27, 2021 (1) | — | 200,000 | 3.65 | July 27, 2031 | |||||||||||
President and Chief Executive Officer | ||||||||||||||||
James A. Blome | — | — | — | — | — | |||||||||||
Former Chief Executive Officer | ||||||||||||||||
Yves J. Ribeill, Ph D. | May 27, 2021 (2) | — | 10,291 | 4.22 | May 27, 2031 | |||||||||||
Former Executive Chair | August 4, 2020 (1) | 8,333 | 16,667 | 4.55 | August 4, 2030 | |||||||||||
May 6, 2019 (3) | 3,000 | 4,500 | 15.59 | May 6, 2029 | ||||||||||||
August 21, 2018 (5) | 180,000 | — | 17.10 | August 21, 2028 | ||||||||||||
William F. Koschak | March 12, 2021 (1) | — | 26,000 | 8.05 | March 12, 2031 | |||||||||||
Chief Financial Officer | August 4, 2020 (1) | 36,666 | 73,334 | 4.55 | August 4, 2030 | |||||||||||
February 8, 2019 (3) | 72,000 | 108,000 | 13.01 | February 8, 2029 | ||||||||||||
Debra Frimerman | March 12, 2021 (1) | — | 27,000 | 8.05 | March 12, 2031 | |||||||||||
General Counsel and | August 4, 2020 (1) | 26,666 | 53,334 | 4.55 | August 4, 2030 | |||||||||||
Corporate Secretary | May 13, 2019 (3) | 35,000 | 65,000 | 15.28 | May 13, 2029 |
Stock Awards | ||||||||||||||||||
Issued Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (8) | Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (4) | Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested ($) (8) | ||||||||||||||
Michael A. Carr | July 27, 2021 (6) | 50,000 | 106,500 | 600,000 | 1,278,000 | |||||||||||||
President and Chief Executive Officer | ||||||||||||||||||
James A. Blome | — | — | — | — | — | |||||||||||||
Chief Executive Officer | ||||||||||||||||||
Yves J. Ribeill, Ph D. | July 27, 2021 (6) | 33,619 | 71,608 | |||||||||||||||
Executive Chair | July 1, 2021 (6) | 8,032 | 17,108 | |||||||||||||||
June 1, 2021 (6) | 7,978 | 16,993 | ||||||||||||||||
May 27, 2021 (7) | 18,730 | 39,895 | ||||||||||||||||
May 3, 2021 (6) | 6,287 | 13,391 | ||||||||||||||||
April 1, 2021 (6) | 11,061 | 23,560 | ||||||||||||||||
William F. Koschak | March 12, 2021 (6) | 18,000 | 38,340 | — | — | |||||||||||||
Chief Financial Officer | June 28, 2019 | — | — | 85,000 | 181,050 | |||||||||||||
Debra Frimerman | March 12, 2021 (6) | 19,000 | 40,470 | — | ||||||||||||||
General Counsel and | June 28, 2019 | — | — | 60,000 | 127,800 | |||||||||||||
Corporate Secretary |
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Agreements with Named Executive Officers
The following provides a discussion of the agreements between Calyxt and each of our NEOs.
Michael A. Carr
On July 13, 2021, Mr. Carr entered into an offer letter agreement with the Company (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Carr joined the Company on July 27, 2021, as the Company’s President and Chief Executive Officer. Mr. Carr’s employment is at-will and may be terminated at any time for any reason, subject to the terms of the Company’s 2021 Executive Severance Plan (the “Severance Plan”), as modified by Mr. Carr’s Participation Agreement with respect thereto, as described below.
Mr. Carr is entitled to receive the following compensation and benefits in connection with his service as President and Chief Executive Officer of the Company:
an annual base salary of $500,000;
a one-time new-hire bonus of $450,000, which is subject to repayment to the Company upon certain employment termination events that occur on or prior to the one-year anniversary of Mr. Carr’s start date;
a one-time equity award of (i) stock options for the purchase of 200,000 shares of the Company’s common stock and (ii) 50,000 RSUs, which, in each case, will vest in equal installments on the first three anniversaries of Mr. Carr’s start date;
a one-time inducement award to be granted outside of the Company’s existing equity compensation plans in accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules of performance stock units to acquire up to 600,000 shares of the Company’s common stock, which will vest based on the Company’s achievement for a period of 30 consecutive calendar days of specified trading price levels
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eligibility to receive an annual cash performance bonus under the Company’s existing short-term incentive plan with a 2021 annual target of 100% of base salary (prorated for the number of days of employment during 2021), based on the achievement of performance goals, as determined by the Company’s Board;
eligibility under the Severance Plan, as amended by Mr. Carr’s participation agreement, to receive upon termination of employment by Mr. Carr for Good Reason (as defined in the Severance Plan) or by the Company for any reason other than Cause (as defined in the Severance Plan, but modified to be subject to a notice and cure period with respect to non-willful performance deficiencies) severance benefits equal to 12 months (24 months, if occurring during a Change-in-Control Period (as defined in the Severance Plan)) of base salary and a prorated portion (the full amount, if occurring during a Change-in-Control Period) of Mr. Carr’s target cash incentive bonus for the applicable year;
eligibility for certain travel, temporary living, and relocation benefits for up to three years from Mr. Carr’s start date; and
participation in the benefit plans and programs of the Company in which similarly situated employees of the Company participate, as may be in effect from time to time, and accrual of 20 days of vacation per year.
On July 13, 2021, the Company’s Board and the independent directors of the Board approved the Calyxt, Inc. 2021 Employee Inducement Incentive Plan (the “Inducement Plan”) and reserved 600,000 shares of the Company’s common stock for issuance upon vesting of the PSUs granted to Mr. Carr on July 27, 2021. The Inducement Plan’s terms are substantially similar to the terms of the Omnibus Plan. The Inducement Plan was adopted without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. The PSUs granted to Mr. Carr on July 27, 2021, constitute an inducement material to Mr. Carr’s entering into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules.
Mr. Carr is the only participant in the Inducement Plan, and the PSUs granted in connection with the commencement of Mr. Carr’s employment are the only awards that will be granted under the Inducement Plan.
Mr. Carr has also entered into a customary non-competition, non-solicitation, confidentiality and inventions agreement and the Company’s standard indemnification agreement.
James A. Blome
We were party to an employment agreement with our Chief Executive Officer, James A. Blome, dated as of September 17, 2018. Pursuant to his employment agreement, the term of Mr. Blome’s employment began on October 1, 2018, and ended on February 19, 2021, upon termination without cause, as defined therein.
Pursuant to Mr. Blome’s employment agreement, his initial base salary was established at $635,000 and remained in effect for 2020. He was also eligible to receive an annual cash bonus with a target value of 75% of his base salary based on his achievement of individual and/or company performance goals as determined by the Compensation Committee of the Board. Mr. Blome’s base salary and his target bonus percentage were subject to periodic review.
Mr. Blome’s employment agreement provided that for each calendar year during which Mr. Blome is employed by Calyxt, he was eligible to receive an annual performance award comprised of 50,000 RSUs and 125,000 stock options. The annual equity awards he received were subject to the achievement of performance metrics, the annual RSU awards vested in accordance with the vesting schedule described above for the September 2018 RSUs, and the annual stock option awards vested in accordance with our equity incentive plan. Mr. Blome
received his 2020 annual performance award comprised of 175,000 stock options on August 4, 2020. All unvested stock options, RSUs, and PSUs were forfeited by Mr. Blome upon his termination.
Mr. Blome was entitled to compensation and benefits as part of his termination without cause, and in the first quarter of 2021 we recorded approximately $2.3 million of cash expense for separation-related payments. The cash payments to Mr. Blome will be made over a period of 24 months from the date his separation agreement is executed, which was March 8, 2021. Mr. Blome is entitled to receive a pro-rata portion of his annual performance bonus, calculated as the maximum annual performance bonus target amount. Mr. Blome’s employment agreement also includes customary non-solicitation, non-compete, intellectual property, and confidentiality provisions.
Yves Ribeill
On March 15, 2021, the Company approved a new compensation arrangement for its Executive Chair, Yves Ribeill, in connection with his assumption of this executive role. Dr. Ribeill’s compensation was in the form of equity and cash. Dr. Ribeill received RSUs valued at $50,000 per month for his service as Executive Chair, additional RSUs valued at $200,000 upon the hiring of a new Chief Executive Officer, and he had the potential to receive a cash bonus of up to $500,000. Dr. Ribeill’s cash bonus was to be based on the Company’s year-end cash balance at December 31, 2021. Given the Company’s year-end cash balance at December 31, 2021, Dr. Ribeill did not receive a cash bonus.
The RSUs were granted pursuant to the Company’s 2017 Omnibus Incentive Plan. The RSUs vest in three one-third installments upon (i) the date of hiring of a new Chief Executive Officer (the “CEO Start Date”), (ii) the six-month anniversary of the CEO Start Date, and (iii) the one-year anniversary of the CEO Start Date. In addition, Dr. Ribeill continued to receive compensation for his service as a director and Chair of the Board.
On April 1, 2021, May 3, 2021, May 27, 2021, June 1, 2021, July 1, 2021, and July 27, 2021, Dr. Ribeill received 11,061, 6,287, 18,730, 7,978, 8,032, and 33,619 RSUs, respectively. Additionally, on May 27, 2021, Dr. Ribeill received 10,291 stock options for his service as a director.
William F. Koschak
We are party to an employment agreement with our Chief Financial Officer, William F. Koschak, dated as of December 19, 2018. Pursuant to his employment agreement, the term of Mr. Koschak’s employment began on January 7, 2019, and will end upon the termination of Mr. Koschak’s employment due to his death, permanent disability, or resignation or a termination by us with or without cause, as defined in Mr. Koschak’s employment agreement. Mr. Koschak’s employment agreement provides for at-will employment and may be terminated at any time, with or without cause, subject to certain severance benefits described below.
Mr. Koschak’s current base salary is $340,000. He is also eligible to receive an annual cash bonus with a target value of 45% of his base salary and a multiplier on the annual target of 0.7 to 1.5x based on his achievement of individual and/or company performance goals as determined by the Board. Mr. Koschak’s base salary and his target bonus percentage are subject to periodic review. Under his employment agreement, Mr. Koschak was also entitled to a stock option award to purchase 180,000 shares of our common stock, which was granted on February 8, 2019. Mr. Koschak has received additional stock option, RSU, and PSU awards, which are set forth for 2021 and prior years in the tables above.
Mr. Koschak is a participant in the Severance Plan, which provides plan participants with severance benefits upon termination of employment by the plan participant for Good Reason or by the Company for any reason other than for Cause or other than the plan participant’s death or Disability (each as defined in the Severance Plan). Under the terms of the Severance Plan, Mr. Koschak is entitled to the following compensation (“Severance Benefits”) upon such a qualifying termination:
An amount equal to the plan participant’s base salary for a period of 12 months, beginning on the plan participant’s date of termination; and
A prorated portion of the plan participant’s target incentive bonus under the Company’s annual cash incentive plan for the applicable year, prorated for the number of days elapsed in the applicable year.
Plan participants will also be entitled to any unpaid amounts earned under the annual cash incentive plan for the preceding year, based upon actual performance and, in certain circumstances, continuing medical and dental benefits. Severance Benefits will generally be paid in substantially equal installments over the applicable period.
Stock option awards held by plan participants shall be exercisable as to the vested portion for a period of 90 days following the plan participant’s Qualifying Termination or the stated expiration date, whichever is earlier, so long as the Qualifying Termination does not occur during a period of 27 months beginning three months before the effective date of a change-in-control (the “Change-in-Control Period”). If a Qualifying Termination occurs during a Change-in-Control Period, (i) all time-based vesting conditions applicable to the Company equity or equity-based awards held by the plan participant will lapse and such awards will be immediately vested, and (ii) all performance-based vesting conditions applicable to outstanding equity awards will be deemed satisfied at a level reasonably determined by the Compensation Committee based on actual performance (unless otherwise specified in the plan participant’s participation agreement).
Mr. Koschak’s offer letter also included customary non-solicitation, non-compete, intellectual property, and confidentiality provisions.
Debra Frimerman
We are party to an employment agreement with our General Counsel & Corporate Secretary, Debra Frimerman dated January 21, 2019. Pursuant to her employment agreement, the term of Ms. Frimerman’s employment began on February 11, 2019, and will end upon the termination of Ms. Frimerman’s employment due to her death, permanent disability, or resignation or a termination by us with or without cause, as defined in her employment agreement. Ms. Frimerman’s employment agreement provides for at-will employment and may be terminated at any time, with or without cause, subject to certain severance benefits described below.
Ms. Frimerman’s current base salary is $321,000. She is also eligible to receive an annual performance bonus in cash with a target value of 40% of her base salary and a multiplier on the annual target of 0.7 to 1.5x based on her achievement of individual and/or company performance goals as determined by the Board. Under her employment agreement, Ms. Frimerman was also entitled to a stock option award to purchase 100,000 shares of our common stock, which was granted on May 13, 2019. Ms. Frimerman has received additional stock option, RSU, and PSU awards, which are disclosed for 2021 and prior years in the tables above.
Under her employment agreement, if Ms. Frimerman’s employment is terminated by us without cause (as defined in her employment agreement), she is eligible to receive a pro rata annual performance bonus and 12 months of base salary paid in installments. We may condition any severance pay to Ms. Frimerman upon her entering into a full release of claims in favor of us. If Ms. Frimerman voluntarily terminates her employment or her employment terminates due to death or disability, she will be entitled only to accrued base salary and other accrued amounts. Ms. Frimerman is eligible to participate in the Severance Plan, which would supersede the applicable terms of her employment agreement, if she executes a Severance Plan participation agreement.
Ms. Frimerman’s offer letter also included customary non-solicitation, non-compete, intellectual property, and confidentiality provisions.
The following table sets forth the amount of compensation we paid to our directors during our fiscal year 2021. Our directors each received a cash stipend of $50,000 per year for Board service. Each committee chair also received additional cash compensation for such service in that year in the amounts of $7,500 for the chair of the Nominating & Corporate Governance Committee, $12,500 to the chair of the Compensation Committee, and $15,000 to the chair of the Audit Committee. Cash compensation is pro-rated based upon the date a director joins the Board. The Board has determined there will be no cash stipends paid for Board service in 2022. Directors also receive equity compensation upon joining the Board and each year for their service. Directors received grants of stock options and RSUs in 2021 for service in amounts determined by the Board. Mr. Arthaud elected to not receive compensation for his Board service during 2021. In 2021, Mr. Carr does not receive any additional compensation for his Board service.
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Option Awards ($) (2) | All Other Compensation ($) | Total ($) | |||||||||||||||
Laurent Arthaud | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Michael Carr (3) | — | — | — | — | — | |||||||||||||||
Philippe Dumont (4) | 50,000 | 30,401 | 29,153 | — | 109,554 | |||||||||||||||
Jonathan B. Fassberg (4) | 50,000 | 30,401 | 29,153 | — | 109,554 | |||||||||||||||
Anna Ewa Kozicz-Stankiewicz (5) | 57,500 | 30,401 | 36,150 | — | 124,051 | |||||||||||||||
Kimberly K. Nelson (6) | 65,000 | 30,401 | 43,147 | — | 138,548 | |||||||||||||||
Christopher J. Neugent (7) | 62,500 | 70,651 | 40,816 | — | 173,967 | |||||||||||||||
Yves J. Ribeill, Ph.D. (8) | — | — | — | — | — |
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As of December 31, 2021, our directors held RSUs for the following number of shares of our common stock: (i) Mr. Dumont, 11,124, RSUs, (ii) Mr. Fassberg, 17,004 RSUs, (iii) Ms. Kozicz, 11,124 RSUs, (iv) Ms. Nelson, 7,204 RSUs, and (v) Mr. Neugent, 22,204 RSUs. For Mr. Carr and Dr. Ribeill share information, see Executive Compensation.
As of December 31, 2021, our directors held stock options for the following number of shares of our common stock: (i) Mr. Dumont, 52,191 shares, (ii) Mr. Fassberg, 49,691 shares, (iii) Ms. Kozicz, 52,161 shares, (iv) Ms. Nelson, 77,731 shares, and (v) Mr. Neugent, 56,308 shares. For Mr. Carr and Dr. Ribeill share information, see Executive Compensation.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 2021, the following directors served as a member of our Compensation Committee: Mr. Arthaud, Mr. Dumont, Mr. Neugent (chair), and Dr. Ribeill. Other than Dr. Ribeill, no member of our Compensation Committee was an officer or employee of Calyxt during 2021 or was formerly an officer of Calyxt. Dr. Ribeill served as our interim Chief Executive Officer from August 2018 until October 2018 and as Executive Chair from February 2021 until August 2021. During 2020, none of our executive officers served as a member of the Compensation Committee (or other committee performing similar functions) or as a director of any other entity of which an executive officer served on our Board or our Compensation Committee. None of the directors who served on our Compensation Committee during 2021 has any relationship requiring disclosure under this caption under SEC rules.
•each person whom we know to own beneficially more than 5% of our common stock;
2, 2024. The percentages of beneficial ownership for holders of shares of both Class A Common Stock and Class B Common Stock are based on the sum of 21,622,679 shares of Class A Common Stock (including 560,823 restricted shares of Class A Common Stock that remain subject to vesting) and the number of shares of Class A Common Stock issuable on conversion of that holder’s Class B Common Stock for the columns titled “Class A Common Stock and Class B Common Stock.”
Class A Common Stock | Class B Common Stock | Class A Common Stock and Class B Common Stock | ||||||||||||||||||||||||||||||||||||
Name of Beneficial Owner | Number of Shares | Percentage of Class | Number of Shares | Percentage of Class | Number of Shares | Percentage of Class | ||||||||||||||||||||||||||||||||
5% Beneficial Owners: | ||||||||||||||||||||||||||||||||||||||
FMR LLC (1) | 2,820,995 | 13.1 | % | — | * | 2,820,995 | 13.1 | % | ||||||||||||||||||||||||||||||
New Ventures I (2) | 1,143,949 | 5.3 | % | — | * | 1,143,949 | 5.3 | % | ||||||||||||||||||||||||||||||
Jonathan Finn (3) | 1,158,560 | 5.4 | % | 12,048 | * | 1,170,608 | 5.4 | % | ||||||||||||||||||||||||||||||
JPL Investments SA (4) | 1,687,071 | 7.8 | % | — | * | 1,687,071 | 7.8 | % | ||||||||||||||||||||||||||||||
DJG Associated, LLC (5) | 23,687 | * | 450,051 | 14.3 | % | 473,738 | 2.2 | % | ||||||||||||||||||||||||||||||
Smith Brown, LLC (6) | 16,799 | * | 305,559 | 9.7 | % | 322,358 | 1.5 | % |
Class A Common Stock | Class B Common Stock | Class A Common Stock and Class B Common Stock | ||||||||||||||||||||||||||||||||||||
Name of Beneficial Owner | Number of Shares | Percentage of Class | Number of Shares | Percentage of Class | Number of Shares | Percentage of Class | ||||||||||||||||||||||||||||||||
Directors and Named Executive Officers: | ||||||||||||||||||||||||||||||||||||||
Rory Riggs (7) | 3,177,678 | 14.7 | % | 1,388,084 | 44.2% | 4,565,762 | 19.8 | % | ||||||||||||||||||||||||||||||
Peter Beetham, Ph.D. (8) | 378,934 | 1.8 | % | 3,503 | * | 382,437 | 1.8 | % | ||||||||||||||||||||||||||||||
Greg Gocal, Ph.D. (9) | 320,844 | 1.5 | % | — | * | 320,844 | 1.5 | % | ||||||||||||||||||||||||||||||
Mark Finn (10) | 1,222,566 | 5.7 | % | 25,396 | * | 1,247,962 | 5.8 | % | ||||||||||||||||||||||||||||||
Jean-Pierre Lehmann | 1,687,071 | 7.8 | % | — | * | 1,687,071 | 7.8 | % | ||||||||||||||||||||||||||||||
Gerhard Prante, Ph.D. | 71,785 | * | — | * | 71,785 | * | ||||||||||||||||||||||||||||||||
Keith Walker, Ph.D. | 84,183 | * | 14,518 | * | 98,701 | * | ||||||||||||||||||||||||||||||||
Michael A. Carr (11) | 33,174 | * | — | * | 33,174 | * | ||||||||||||||||||||||||||||||||
Travis J. Frey, Ph.D. (11) | 19,060 | * | — | * | 19,060 | * | ||||||||||||||||||||||||||||||||
Debra Frimerman (11) | 18,772 | * | — | * | 18,772 | * | ||||||||||||||||||||||||||||||||
Directors and current executive officers as a group (8 persons) (12) | 7,155,161 | 33.0 | % | 1,440,057 | 45.8% | 8,595,218 | 49.4 | % |
Calyxt Common Stock Beneficially Owned | ||||||||
Name of Beneficial Owner | Number of Shares | Percentage of Class | ||||||
5% Beneficial Owners: | ||||||||
Cellectis S.A. (1) | 23,963,175 | 56.03 | % | |||||
FMR LLC (2) | 2,811,480 | 6.57 | % | |||||
Armistice Capital Master Fund Ltd. (3) | 4,272,539 | 9.99 | % |
Calyxt Common Stock Beneficially Owned | ||||||||
Name of Beneficial Owner † | Number of Shares | Percentage of Class | ||||||
Directors and Named Executive Officers: | ||||||||
Laurent Arthaud | — | * | ||||||
Philippe Dumont (4) | 65,396 | * | ||||||
Jonathan B. Fassberg (5) | 48,361 | * | ||||||
Anna Ewa Kozicz-Stankiewicz (6) | 62,816 | * | ||||||
Kimberly K. Nelson (7) | 49,685 | * | ||||||
Christopher J. Neugent (8) | 73,312 | * | ||||||
Yves J. Ribeill, Ph.D. (9) | 297,736 | * | ||||||
James A. Blome | 40,909 | * | ||||||
Michael A. Carr | 10,000 | * | ||||||
Debra Frimerman (10) | 79,497 | * | ||||||
William F. Koschak (11) | 149,727 | * | ||||||
Directors and current executive officers as a group (11 persons) (12) | 958,332 | 2.2 | % |
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(2) Represents shares of Class A Common Stock held of record by New Ventures I Holdings, LLC ("New Ventures I Blocker"), whose sole owner is New Ventures I. New Ventures I Blocker was established by private funds managed by BV Partners, LLC. The address of BV Partners, LLC is c/o Vantage Consulting Group, Inc. 3500 Pacific Avenue, Virginia Beach, Virginia, 23451.
(3) Based upon a Schedule 13D filed by Jonathan Finn with the SEC on June 12, 2023, in which Jonathan Finn reported sole voting and dispositive power over 1,206 shares of Class A Common Stock and shared voting and dispositive power over 2,794,262 shares of Class A Common Stock (including shares of Class A Common Stock issuable upon conversion of Class B Common Stock). Based upon a Form 4 filed by Mr. Riggs with the SEC on December 14, 2023, on September 27, 2023, New Ventures Agtech Solutions, LLC (“New Ventures Agtech”) effectuated a pro rata distribution to its members (the “Class A Distribution”) of all of the shares of Class A Common Stock held by it, which were previously reported as indirectly attributable to Jonathan Finn as a result of Jonathan Finn having shared voting and dispositive power in respect of New Ventures Agtech. Pursuant to the Class A Distribution, 118,893 shares of Class A Common Stock were distributed to the members of New Ventures Agtech, which shares Jonathan Finn has no beneficial interest in. Based upon a Form 4 filed by Mr. Riggs with the SEC on January 3, 2024, on December 29, 2023, New Ventures Agtech completed a distribution to Mr. Riggs of 1,505,967 Up-C Units (the “Up-C Unit Distribution”). Such Up-C Units were previously reported as indirectly attributable to Jonathan Finn as a result of Jonathan Finn having shared voting and dispositive power in respect of New Ventures Agtech. The number of shares held by Jonathan Finn excludes the New Ventures Agtech shares distributed as a result of the Class A Distribution and the Up-C Unit Distribution. The address of Jonathan Finn is c/o Vantage Consulting Group, Inc. 3500 Pacific Avenue, Virginia Beach, Virginia 23451.
(4) Based upon a Schedule 13D filed by JPL Investments SA with the SEC on June 12, 2023, in which JPL Investments SA reports sole voting and dispositive power over 1,687,071 shares of Class A Common Stock. Mr. Lehmann is the President of JPL Investments SA and beneficially owns the shares of Class A Common Stock held by JPL Investments SA. The address of JPL Investments SA is 21 Alpinastrasse, CH 3780 Gstaad, Switzerland.
•the amounts involved exceeded or will exceed $120,000; and
•any of our directors, executive officers, or beneficial holders of more than 5% of any class of our capital stock had or will have a direct or indirect material interest.
IPO Framework Documents
In connection with our initial public offering, we and Cellectis entered into certain agreements that relate to our relationship with Cellectis and provide a framework for our ongoing relationship. The material agreements are filed as exhibits to our Annual Report on Form 10-K filed with the SEC on March 3, 2022. The discussions below are qualified in their entirety by reference to the full text of such agreements.
Management Services Agreement
We are party to a management services agreement dated January 1, 2016, with Cellectis and Cellectis, Inc.,Legacy Calyxt was a wholly owned subsidiary of Cellectis, pursuantwhich owned approximately 48.0% of the Company’s issued and outstanding common stock. Immediately following the completion of the Merger Transactions, Cellectis reported in a Schedule 13D filing that it held 2.9% of the outstanding Class A Common Stock and did not hold any Class B Common Stock. Upon the completion of the Merger Transactions, Cellectis no longer possesses any contractual governance rights under the Amended Certificate of Incorporation or bylaws.
During the year ended December 31, 2021, we made nominal payments to Cellectis for services provided under our management services agreement which exclude direct re-invoicing and royalties paid to Cellectis.
Stockholders Agreement
As of December 31, 2021, Cellectis owned 61.8% of our outstanding shares of common stock. Pursuant to our stockholders’ agreement, Cellectis will have certain contractual rights for so long as it beneficially owns at least 50 percent of the then outstanding shares of our common stock, including approval rights over a significant number of key aspects of our operations and management. In addition, though their rights are diminished compared to when they own more than 50 percent of our then outstanding common stock, Cellectis will also maintain certain significant rights, including a right to nominate a majority of our board of directors, as long as it beneficially owns at least 15 percent of the then outstanding shares of our common stock. As a result, Cellectis controls the direction of our business, and the concentrated ownership of our common stock and the contractual rights described above will prevent stockholders from influencing significant decisions.
License Agreement with Cellectis
Through our perpetual license agreement with Cellectis, we have (i) access to intellectual property that broadly covers the use of engineered nucleases for plant gene editing, (ii) exclusive sublicense rights (subject to existing non-exclusive sublicenses to third parties) to intellectual property exclusively licensed to Cellectis from the University of Minnesota in the field of researching, developing and commercializing microorganism, agricultural and food products, including, but not limited to traits, seeds, proteins, oils, carbohydrates, food, and (iii) a non-exclusive license to use the TALEN trademarkfood and animal feed ingredients, excluding (i) any application in connection with our use ofanimals and animal cells and (ii) therapeutic applications (the “Calyxt Field”). However, this grant is non-exclusive solely in the non-exclusive fields as described in the Amended Cellectis License. Cellectis also grants to the Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free and fully paid-up license (with certain rights to sublicense) under certain licensed products underplant patents in the agreement. Calyxt Field.
above under “—Cibus Transactions.” Transactions entered into following the Merger Transactions were approved under this policy.
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
By Order of the Board of Directors | |||||
/s/ Rory Riggs | |||||
San Diego, California | |||||
Dated: April 19, 2024 |
Dated: , 2022
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CALYXT, INC.
Calyxt, Inc., a corporation organized and existing under the lawsTable of the State of Delaware, does hereby certify as follows:
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“Section 1. The total number of shares of stock which the Corporation shall have authority to issue is 325,000,000, consisting of 275,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), and 50,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”). Upon filing and effectiveness of this Certificate of Amendment with the Secretary of State of Delaware (the “Effective Time”), every [●]1 issued and outstanding shares of Common Stock shall without further action by this Corporation or the holder thereof be combined into and automatically become one share of Common Stock (the “Reverse Stock Split”). The number of authorized shares of Common Stock of the Corporation and the par value of the Common Stock shall remain as set forth in this Amended and Restated Certificate of Incorporation, as amended. No fractional shares shall be issued in connection with the Reverse Stock Split. In lieu of any fractional shares to which a stockholder would otherwise be entitled (after taking into account all fractional shares of Common Stock otherwise issuable to such holder), all fractional shares resulting from the Reverse Stock Split shall be rounded up to the nearest whole share. The capital of the Corporation will not be reduced under or by reason of any amendment herein certified.”
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IN WITNESS WHEREOF, this Certificate of Amendment to the Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this Corporation on this day of .
BROADRIDGE CORPORATE ISSUER SOLUTIONS C/O CIBUS, INC. P.O. BOX 1342 BRENTWOOD, NY 11717 | ||||||||
VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Pacific Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/CBUS2024 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Pacific Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
BROADRIDGE CORPORATE ISSUER SOLUTIONS C/O CALYXT, INC. P.O. BOX 1342 BRENTWOOD, NY 11717 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/CLXT2022 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D78049-P70692 KEEP THIS PORTION FOR YOUR RECORDS
V44636-P06600 | KEEP THIS PORTION FOR YOUR RECORDS | ||||
DETACH AND RETURN THIS PORTION ONLY |
CIBUS, INC. | |||||||||||||||||||||||||||||||||||
Proposals - The Board of Directors recommends that you vote FOR the nominees listed in Proposal 1, and FOR Proposals 2 and 3. | |||||||||||||||||||||||||||||||||||
1.Election of Directors: To elect six directors until the next annual meeting of stockholder and until their successors have been elected and qualified. | For | Against | Abstain | ||||||||||||||||||||||||||||||||
1a. Rory Riggs | o | o | o | ||||||||||||||||||||||||||||||||
1b. Peter Beetham | o | o | o | ||||||||||||||||||||||||||||||||
1c. Mark Finn | o | o | o | ||||||||||||||||||||||||||||||||
1d. Jean-Pierre Lehmann | o | o | o | ||||||||||||||||||||||||||||||||
1e. Gerhard Prante | o | o | o | ||||||||||||||||||||||||||||||||
1f. Keith Walker | o | o | o | ||||||||||||||||||||||||||||||||
For | Against | Abstain | |||||||||||||||||||||||||||||||||
2.To approve, on an advisory basis, the compensation of the company’s Named Executive Officers. | o | o | o | ||||||||||||||||||||||||||||||||
3. Ratification of the appointment of BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2024. | o | o | o | ||||||||||||||||||||||||||||||||
NOTE: Such other business as may properly come before the meeting or any adjournment thereof. | |||||||||||||||||||||||||||||||||||
Please sign your name exactly as it appears hereon. When signing as attorney, executor, administrator, trustee or guardian, please add your title as such. When signing as joint tenants, all parties in the joint tenancy must sign. If a signer is a corporation, please sign in full corporate name by duly authorized officer. | |||||||||||||||||||||||||||||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | ||||||||||||||||||||||||||||||||
V44637-P06600 |
Cibus, Inc. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF STOCKHOLDERS May 30, 2024 The undersigned hereby appoints Rory Riggs, Peter Beetham and Wade King, or any of them, each with the power of substitution, to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Cibus, Inc. to be held on May 30, 2024 or at any postponement or adjournment thereof. Shares represented by this Proxy will be voted as directed by the stockholder. If no such directions are indicated, the Proxies will have authority to vote in accordance with the Board of Directors’ recommendations. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE CONTINUED AND TO BE SIGNED ON REVERSE SIDE | ||||||||