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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________
SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

________________________
Filed by the Registrant

x

Filed by a Party other than the Registrant

o

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to §240.14a-12§240.14a-12

CALYXT,

CIBUS, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

xNo fee required.
oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.



LOGO

CALYXT,

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Cibus_Logo_RGB.jpg
CIBUS, INC.

2800 Mount

6455 Nancy Ridge Road

Roseville, Minnesota 55113

Drive

San Diego, California 92121
Notice of 20222024 Annual Meeting of Stockholders

to be held on June 1, 2022

May 30, 2024

Dear Stockholder:

You are cordially invited to attend the 20222024 Annual Meeting of Stockholders of Calyxt,Cibus, Inc. (the “Annual Meeting”), to be held virtually via live audio webcast at www.virtualshareholdermeeting.com/CLXT2022,CBUS2024, on Wednesday, June 1, 2022,Thursday, May 30, 2024, at 10:00 a.m. CentralPacific Time, for the following purposes:

1.

To elect eight directors to our Board of Directors, each to serve until the next annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal;

2.

To ratify the appointment by the Audit Committee of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022;

3.

To approve an amendment to our amended and restated 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 (the “Reverse Stock Split”); and

1.To elect six directors to our Board of Directors, each to serve until the next annual meeting of stockholders and until his successor has been elected and qualified, or until his earlier death, resignation, or removal;
2.To approve, on an advisory basis, the compensation of Cibus, Inc.’s Named Executive Officers; and
3.To ratify the appointment by the Audit Committee of BDO USA, P.C. as our independent registered public accounting firm for the year ending December 31, 2024.
Stockholders will also act on such other business and matters or proposals as may properly come before the Annual Meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the Annual Meeting is April 6, 2022.2, 2024. Only stockholders of record at the close of business on that date are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. Calyxt,Cibus, Inc.’s list of stockholders as of April 6, 2022,2, 2024, will be available for inspection 10 days prior to the Annual Meeting during ordinary business hours at our corporate headquarters. In addition, the list of stockholders will also be available during the Annual Meeting through the meeting website for those stockholders who choose to attend.

Your vote as a stockholder of Calyxt,Cibus, Inc. is very important. Each share of stockClass A Common Stock, par value $0.0001, or Class B Common Stock, par value $0.0001, that you own represents one vote.

By Order of the Board of Directors,

/s/ Michael A. Carr

Rory Riggs

Michael A. Carr

President &

Rory Riggs
Chief Executive Officer

Roseville, Minnesota

                , 2022

and Chairman
San Diego, California
April 19, 2024

Whether or not you expect to attend the online Annual Meeting, please submit voting instructions for your shares promptly by internet at www.proxyvote.com, by telephone at 1-800-690-6903 (toll free) or by mail. Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 1, 2022

MAY 30, 2024


The Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.



CALYXT,

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CIBUS, INC.

PROXY STATEMENT FOR 20222024 ANNUAL MEETING OF STOCKHOLDERS

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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

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Executive Officers

29

Executive Compensation

30

Director Compensation

36

Compensation Committee Interlocks and Insider Participation

37

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EXPLANATORY NOTE
Terms

When the terms “Cibus,” the “Company,” “we,” “us,” “our” or “its” are used in this Proxy Statement, unless the context otherwise requires, those terms are being used to refer to Cibus, Inc. (formerly Calyxt, Inc.) and its consolidated subsidiaries (i) excluding Cibus Global, LLC and its consolidated subsidiaries, prior to the completion of the Merger Transactions (as defined below under the heading “—Completion of Merger Transactions”) and (ii) the combined entity, including Cibus Global, LLC and its consolidated subsidiaries, as of and following the consummation of the Merger Transactions. When the term “Legacy Calyxt” is used, it is being used to exclusively refer to Calyxt, Inc. prior to the Merger Transactions. When the term “Cibus Global” is used, it is being used to refer to Cibus Global, LLC, both prior to and after the completion of the Merger Transactions. When the term “Cellectis” is used, it is being used to refer to Cellectis S.A. (société anonyme), the Company’s largest shareholder prior to the completion of the Merger Transactions.

When the term “Class A Common Stock” is used, it is being used, unless the context requires otherwise, to refer prior to the Merger Transactions to Legacy Calyxt’s common stock, par value $0.0001 per share (“Legacy Common Stock”) and following the Merger Transactions to the Class A Common Stock, $0.0001 par value per share. Each share of Legacy Common Stock existing and outstanding immediately prior to the Merger Transactions remained outstanding as a share of Class A Common Stock without any conversion or exchange thereof.

The Company owns or has the right to use the trademarks, service marks, and trade names that it uses in conjunction with the operation of its business. Some of the more important marks and names that it owns or has rights to use that may appear in this Proxy Statement include: “Cibus®,” “RTDS®,” “Rapid Trait Development SystemTM,” and “Trait MachineTM.” This Proxy Statement may also contain additional trade names, trademarks, and service marks belonging to other companies. The Company does not intend its use or display of other parties’ trademarks, trade names, or service marks to imply, and such use or display should not be construed to imply a relationship with, or endorsement or sponsorship of these other parties.

Completion of Merger Transactions

On May 31, 2023, the Company completed the business combination transactions contemplated by the Agreement and Plan of Merger, dated as of January 13, 2023, as amended by the First Amendment thereto dated as of April 14, 2023 (as amended, the “Merger Agreement,” and the transactions contemplated thereby, the “Merger Transactions”), by and among Legacy Calyxt; Calypso Merger Subsidiary, LLC, a Delaware limited liability company and wholly-owned subsidiary of Legacy Calyxt (“Merger Subsidiary”); Cibus Global; and certain blocker entities party thereto. Among other things, as part of the Merger Transactions, the Company’s amended and restated certificate of incorporation was further amended and restated (the “Amended Certificate of Incorporation”). The Company is organized in an “Up-C” structure, and the Company’s only material asset consists of membership units of Cibus Global. The Amended Certificate of Incorporation designates two classes of the Company’s common stock: (i) Class A Common Stock, which shares have full voting and economic rights, and (ii) Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”), which shares have full voting, but no economic rights. Each share of Class B Common Stock is paired with a common unit of Cibus Global, which collectively comprise an “Up-C Unit.”

Reverse Stock Splits

Prior to the Merger Transactions, Legacy Calyxt effected a one-for-ten reverse stock split (the “First Reverse Stock Split”) of the Legacy Common Stock, which became effective on April 24, 2023. The First Reverse Stock Split was reflected on the Nasdaq Capital Market (the “Nasdaq”) beginning with the opening of trading on April 25, 2023.

Immediately prior to the Merger Transactions, the Company effected a one-for-five reverse stock split (the “Second Reverse Stock Split” and, together with the First Reverse Stock Split, the “Reverse Stock Splits”) of the Legacy Common Stock, which became effective on May 31, 2023. The Second Reverse Stock Split was reflected on the Nasdaq beginning with the opening of trading of the Class A Common Stock on June 1, 2023.

No fractional shares were issued in connection with the Reverse Stock Splits and instead, fractional shares were rounded up to the nearest whole share number. The par value and authorized shares of Legacy Common Stock and preferred stock of the Company were not adjusted as a result of the Reverse Stock Splits.

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Pursuant to the Amended Certificate of Incorporation, following the consummation of the Merger Transactions, the Company is authorized to issue 310,000,000 shares, consisting of (i) 300,000,000 shares of common stock, par value $0.0001 per share, divided into (A) 210,000,000 shares of Class A Common Stock and (B) 90,000,000 shares of Class B Common Stock and (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share. Unless otherwise noted, all share and per share amounts in this Proxy Statement have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Splits.

At the closing of the Merger Transactions, the Company issued an aggregate of 16,527,484 shares of Class A Common Stock (including 1,019,282 shares of restricted Class A Common Stock) to Cibus Global unitholders, based on an exchange ratio set forth in the Merger Agreement, resulting in 17,601,881 shares of the Class A Common Stock being issued and outstanding immediately following the effective time of Merger Subsidiary’s merger with and into Cibus Global. The exchange ratios were determined in accordance with the Merger Agreement and the allocation schedule attached thereto (as amended and revised as of May 31, 2023) and were calculated in a manner to allocate Legacy Calyxt stockholders and Cibus Global unitholders a percentage of the combined company.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE CALYXT,CIBUS, INC. STOCKHOLDER MEETING TO BE HELD ON JUNE 1, 2022

MAY 30, 2024

In accordance with the rules of the Securities and Exchange Commission (“SEC”(the “SEC), we have elected to furnish our proxy materials, including this Proxy Statement and our Annual Report on Form 10-K, primarily over the internet rather than in paper form. Instructions on how to access these materials online or how to request a paper copy of the proxy materials may be found in the Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”Availability), which is being first mailed on or about , 2022,April 19, 2024, to all stockholders entitled to receive notice of and to vote at the Annual Meeting. We believe that following this rule makes the distribution of proxy materials more efficient and less costly and helps in conserving natural resources.

The proxy materials referred to in the Notice of Internet Availability are both downloadable and printable. If you would prefer to receive proxy materials in printed form by mail or electronically by email on an ongoing basis, please follow the instructions contained in the Notice of Internet Availability.

The Notice of the Calyxt, Inc. 2022 Annual Meeting, of Stockholders, this Proxy Statement for the 2022 Annual Meeting, of Stockholders, and Calyxt,Cibus, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021,2023, are available at www.proxyvote.com. These materials will remain on this website and be accessible to Calyxt, Inc. stockholdersholders of Class A Common Stock and Class B Common Stock through the conclusion of the Annual Meeting at no charge to the stockholder.

INFORMATION ABOUT THE ANNUAL MEETING

The Calyxt,Cibus, Inc. Board of Directors (the “Board”Board) is providing you with these proxy materials because the Board is soliciting your proxy to vote at the Calyxt, Inc. 2022 Annual Meeting, of Stockholders (the “Annual Meeting”), including at any adjournments or postponements of the Annual Meeting. The Board requests that you vote on the proposals described in this Proxy Statement. You are invited to attend the Annual Meeting online, but you do not need to attend the Annual Meeting to vote your shares.shares of common stock. Instead, you may simply vote your shares of common stock by proxy by voting online or by telephone as described on the proxy card or voting instruction form or, request a proxy card from us and complete, sign, and return it at your earliest convenience in the postage-prepaid return envelope that will be provided.

Calyxt,

Cibus, Inc. intends to post this Proxy Statement, proxy card, and Annual Report on Form 10-K online at www.proxyvote.com and at https://ir.calyxt.com/investor.cibus.com/financials-filings/sec-filings on or about , 2022.April 19, 2024. We will mail printed copies of the proxy materials to stockholdersholders of common stock who request them by following the instructions contained in the Notice of Internet Availability.

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.

The mailing address of the principal executive offices is Calyxt,Cibus, Inc., 2800 Mount6455 Nancy Ridge Road, Roseville, MN 55113.

Drive, San Diego, CA 92121.


Conduct of the Meeting Virtual Only

The Annual Meeting will be held virtually on June 1, 2022,May 30, 2024, at 10:00 a.m. CentralPacific Time via live audio webcast at www.virtualshareholdermeeting.com/CLXT2022.CBUS2024. There will be no physical meeting location, though we have designed the virtual Annual Meeting to provide substantially the same opportunities to participate as you would have at an in-person meeting.In addition to supporting the health and well-being of our employees, stockholders, and other members of the community this year, weWe believe there are many benefits to a virtual meeting, including expanded access, improved
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communication, and cost savings for our stockholders and us. We believe that hosting a virtual meeting enables stockholder participation from any location around the world.

To attend the Annual Meeting, 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.

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.

If you wish to submit a question, please do so during the meeting by logging into the virtual platform at www.virtualshareholdermeeting.com/CLXT2022CBUS2024 and follow the instructions within.

Questions pertinent to meeting matters will be answered during the Annual Meeting, subject to time constraints. If we are unable to respond to a stockholder’s properly submitted question due to time constraints, we will respond directly to that stockholder using the contact information provided.


If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Stockholder Meeting log inlogin page.

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/.


Record Date and Voting Power

Our Board has fixed April 6, 2022,2, 2024, as the record date for the Annual Meeting. Only stockholders of record at the close of business on the record date will be entitled to notice of and to vote at the Annual Meeting. On the record date, there were 42,768,16321,622,679 shares of common stockClass A Common Stock (including 560,823 restricted shares of Class A Common Stock that remain subject to vesting) and 3,142,636 shares of Class B Common Stock outstanding and entitled to vote. Stockholders are entitled to one vote for each share of common stockClass A Common Stock or Class B Common Stock held as of the record date. There will be no cumulative voting in the election of directors.


Stockholder of Record: Shares Registered in Your Name

If on April 6, 2022,2, 2024, your shares were registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc.,LLC, then you are a stockholder of record. As a stockholder of record, you may vote online at the Annual Meeting or vote in advance of the Annual Meeting by proxy. 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 or to submit voting instructions in advance of the Annual Meeting by internet or telephone for your shares to be voted by proxy.

Whether or not you plan to attend the Annual Meeting, to ensure your vote is counted, we urge you to submit voting instructions by internet or telephone as instructed on your Notice of Internet Availability or proxy card or to request a proxy card from us and complete, date, sign, and return the proxy card in the envelope that we will provide to you.


Beneficial Owner: Shares Registered in the Name of a Broker, Bank, or Other Agent

If on April 6, 2022,2, 2024, your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization (as opposed to in your name directly), then you are the beneficial owner of shares held in “street name” and the organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account, and such broker or other agent has provided voting instructions for you to use in directing it on how to vote your shares. As a beneficial owner, you are also invited to attend the Annual Meeting. However, as you are not the stockholder of record, you may not vote your shares online at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent in whose name the shares are held in advance of the Annual Meeting.

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Quorum

A quorum of stockholders is necessary to hold a valid meeting. The presence, virtually or by proxy, of the holders of a majority in voting power of the outstanding common shares of Calyxtstock issued and outstanding and entitled to vote at the Annual Meeting shall constitute a quorum for the transaction of business. On the record date, there were 42,768,163 21,622,679shares of Class A Common Stock (including 560,823 restricted shares of Class A Common Stock that remain subject to vesting) and 3,142,636 shares of Class B Common Stock outstanding and entitled to vote. Thus, the holders of 21,384,08212,382,658 shares must be present virtually or represented by proxy at the Annual Meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank, or other nominee) or if you vote online at the meeting.Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement.

If, however, a quorum is not present or represented at the Annual Meeting, either the Chairpresiding officer of the Annual Meeting or a majority ofwill have the holders of common stock present virtually or represented by proxy willpower to adjourn the Annual Meeting, without notice other than announcement at the Annual Meeting until a quorum is present.present or represented. At such adjourned meeting at which a quorum is presentbeing reconvened, any business may be transacted which wouldproperly could have been transacted at the original Annual Meeting.


Recommendations of the Board of Directors on Each of the Proposals

There are three proposals that will be presented to CalyxtCibus stockholders at the Annual Meeting:


Proposal No. 1 Election of Directors.

The Board recommends that you vote FOR the election of each of the eightsix nominees named in this Proxy Statement.


Proposal No. 2 — Say-on-Pay.
The Board recommends that you vote FOR the approval, on an advisory basis, of the compensation of our Named Executive Officers.

Proposal No. 3 — Ratification of Appointment of Independent Registered Public Accounting Firm.

The Board recommends that you vote FOR the ratification of the appointment of Ernst & Young LLPBDO USA, P.C. as our independent registered public accounting firm for the year ending December 31, 2022.

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.

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.


Required Votes

Pursuant to our amendedAmended and restated Restated Bylaws (“bylaws (“bylaws”):

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.

The appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2024, will be ratified by the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions will have the effect of a vote “Against” Proposal No. 3. Because Proposal No. 23 is a routine matter, it is expected that there would not be any broker non-votes.

Approval

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Voting Instructions; Voting of Proxies

You may either vote “For” or “Withhold” authority“Against” or “Abstain” with respect to vote for each nominee for the Board. With respect to the advisory approval of the compensation of our Named Executive Officers, you may vote “For” or “Against” or “Abstain.” With respect to the ratification of the appointment of Ernst & Young LLPBDO USA, P.C. as our independent registered public accounting firm, you may vote “For” or “Against” or “Abstain.” With respect to approval of the Reverse Stock Split, you may vote “For” or “Against” or “Abstain.”

The procedures for voting are:


Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may (1) vote by proxy by using a proxy card that you may request from us, (2) vote by proxy over the internet prior to the meeting, (3) vote over the internet during the meeting, or (4) vote by proxy by telephone prior to the meeting. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy (via card, Internet,internet, or telephone) to ensure your vote is counted. You may still attend the Annual Meeting and vote if you have already voted by proxy.

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.

2024.

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.

We provide Internetinternet proxy voting to allow you to vote your shares online with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. Please be aware that you must bear any costs associated with your Internetinternet access, such as usage charges from Internetinternet access providers.


Beneficial Owner: Shares Registered in the Name of a Broker, Bank, or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a notice containing voting instructions from that organization rather than from us. Please follow the voting instructions in that notice to ensure that your vote is counted. Alternatively, you may vote over the Internetinternet as instructed by your broker, bank, or other agent. To vote online during the Annual Meeting, you must obtain a valid proxy from your broker, bank, or other agent and follow the instructions included with those proxy materials. You may contact the broker, bank, or other agent in whose name your shares are registered to request a proxy form.


Consequences of Not Voting

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record and do not vote by completing your proxy card, through the internet, by telephone or online during the Annual Meeting, your shares will not be voted.


Beneficial Owner: Shares Registered in the Name of a Broker, Bank, or Other Agent

A broker non-vote occurs when shares registered in the name of a broker are not voted with respect to a particular proposal because the broker does not have discretionary authority to vote on the matter and has not received voting instructions from its client who beneficially owns those shares. If your broker holds your shares in its name and you do not instruct your broker how to vote, your broker will only have discretion to vote your shares on “routine” matters.

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Where a proposal is not “routine,” a broker who has received no instructions from its clients does not have discretion to vote its clients’ uninstructed shares on that proposal. Proposal No. 1 (the election of directors) and Proposal No. 3 (approval of the amendment to the Company’s Amended and Restated Articles of Incorporation to effect the Reverse Stock Split)2 (say-on-pay) are considered non-routine matters under applicable rules and your broker or other nominee will not have discretion to vote on Proposal No. 1 or Proposal No. 32 absent direction from you. Accordingly, there may be broker non-votes on Proposal No. 1 (the election of directors) and Proposal No. 3 (approval of the amendment to the Company’s Amended and Restated Articles of Incorporation to effect the Reverse Stock Split)2 (say-on-pay). Proposal No. 23 (the ratification of the appointment of Ernst & Young LLPBDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2022)2024), is considered a routine matter under applicable rules, and your broker or other nominee may generally vote in its discretion. Accordingly, no broker non-votes are expected to exist in connection with Proposal No. 2.

3.

The Company’s bylaws provide that the holders of a majority in voting power of the shares of stock issued and outstanding and entitled to vote, present virtually, or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. In addition, under the General Corporation Law of the State of Delaware, shares that are voted “abstain” or “withheld” and broker non-votes are counted as present for purposes of determining whether a quorum is present at the Annual Meeting. As a result, broker non-votes and abstentions by stockholders from voting (including brokers holding their clients’ shares of record who cause abstentions to be recorded) will be counted towards determining a quorum is present. However, because broker non-votes and abstentions are not voted affirmatively or negatively, they

Abstentions will have no effect on the approvaloutcome of the vote on Proposal No. 1. Abstentions will have the effect of a vote “Against” Proposal No. 2 and Proposal No. 3. Broker non-votes will have no effect on the outcome of the vote on Proposal No. 1 Proposal No. 2, or Proposal No. 2. Because Proposal No. 3 (other than with respect to the determination of whetheris a quorumroutine matter, it is present).

expected that there would not be any broker non-votes.


Returning Blank Proxy Card

If you request a proxy card from us and return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted “For” the election of each of the nominees for director, “For” the ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm, and “For” the approval of the amendment to the Company’s Amended and Restated Articles of

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.


Expenses of Soliciting Proxies

The Board is soliciting proxies to provide an opportunity for all stockholders to vote, whether or not the stockholders are able to attend the Annual Meeting or an adjournment or postponement thereof. We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, the Company’s directors and employees may also solicit proxies by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We will also reimburse brokerage firms, banks, and other agents for the cost of forwarding proxy materials to beneficial owners.

Receiving More than One Proxy

If you receive more than one Notice of Internet Availability or more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each Notice of Internet Availability or set of proxy materials that you receive to ensure that all your shares are voted. Each Notice of Internet Availability or proxy card may have a different 16-digit control number printed in the box marked by the arrow.


Revocation of Proxies

Stockholder of Record: Shares Registered in Your Name

You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

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.

Drive, San Diego, CA 92121.

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.

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The latest proxy vote is the one that is counted.


Beneficial Owner: Shares Registered in the Name of a Broker, Bank, or Other Agent


If your shares are held by your broker, bank, or other agent, as a nominee or agent, you should follow the instructions provided by such broker, bank, or other agent.


Results of Voting at the Annual Meeting

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current reportCurrent Report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

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.


Procedure for Submitting Stockholders Proposals and Director Nominees at the 20232025 Annual Meeting of Stockholders

The rules of the SEC permit our stockholders, after timely notice to Calyxt,Cibus, to present proposals in the Company’s proxy statement for stockholder action where such proposals are consistent with applicable law, constitute a proper matter for stockholder action, and are not properly omitted by CalyxtCibus in accordance with the rules of the SEC. To be timely for the Company’s 20232025 Annual Meeting of Stockholders, a stockholder’s notice of a proposal must be delivered to or mailed and received by the Secretary of CalyxtCibus at the Company’s principal executive offices, 2800 Mount6455 Nancy Ridge Road, Roseville, MN 55113,Drive, San Diego, CA 92121, no later than December 20, 2022.

2024.

Pursuant to the Company’s bylaws, in order for a proposal to be properly brought before the next annual meeting by a stockholder or for a stockholder’s nominee for director to be considered at such annual meeting, the stockholder must give written notice of such stockholder’s intent to bring a matter before the annual meeting or to nominate the director, which must be received by the Company not less than 90 days nor more than 120 calendar days prior to the first anniversary of the preceding year’s annual meeting of stockholders. In the case of the Company’s 20232025 Annual Meeting of Stockholders, to be timely under the Company’s bylaws, a stockholder’s notice must be received not later than March 3, 2023,1, 2025, nor earlier than February 1, 2023.January 30, 2025. Each such notice must set forth certain information with respect to the stockholder who intends to bring a proposal before the meeting or to make the nomination, and the director nominee or proposal, as set forth in greater detail in the Company’s bylaws. If we receive notice of a stockholder proposal after March 3, 2023,1, 2025, such proposal also will be considered untimely pursuant to Rules 14a-4 and 14a-5(e) and the persons named in proxies solicited by the Board for this 2022the 2025 Annual Meeting of Stockholders may exercise discretionary voting power with respect to such proposal.

In the event that

If the date of the Company’s 20232025 Annual Meeting is advancedscheduled for a date more than 30 calendar days prior to or more than 30 calendar days after the anniversary of the Company’s 20222024 Annual Meeting, or delayed more than 30 days after such anniversary date, thennotice by the stockholder to be timely such notice must be received byso delivered not later than the Company no earlier than 120 daysclose of business on the later of the 90th calendar day prior to such 20232025 Annual Meeting and no later than the later of 70 days prior to the date of the meeting or the 10th calendar day following the day on which public announcementdisclosure of the date of thesuch meeting wasis first made by the Company.

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 “Exchange Act”), which notice must be postmarked or transmitted electronically to us at our principal executive offices no later than 60 calendar days prior to the first anniversary date of this year’s annual meeting. March 31, 2025.

If the date of the 20232025 Annual Meeting of Stockholders is changed by more than 30 calendar days from the anniversary of the Annual Meeting, then notice must be provided by the later of 60 calendar days prior to the date of the 2023

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.


Copies of Proxy Materials and Corporate Governance Documents

The Notice of 20222024 Annual Meeting of Stockholders, this Proxy Statement for the Annual Meeting, and the Company’s Annual Report on Form 10-K are posted on Calyxt’sCibus’ website at https://ir.calyxt.com/investor.cibus.com/financials-filings/sec-filings and at www.proxyvote.com.

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The Company’s certificateAmended Certificate of incorporationIncorporation and bylaws are filed as an exhibitexhibits to its most recent Annual Report on Form 10-K, which is posted on the Company’s website at https://ir.calyxt.com/investor.cibus.com/financials-filings/sec-filings.

The Company’s corporate governance guidelines, codeCorporate Governance Guidelines, Code of business conductBusiness Conduct and ethics,Ethics, and charters for each of the Company’s standing Board committees are posted on the Company’s website at https://ir.calyxt.com/investor.cibus.com/corporate-governance/governance-documents.documents-charters. Stockholders may receive printed copies of each of these documents without charge by contacting the Company’s Investor Relations Department at Calyxt,Cibus, Inc., Attn: Investor Relations, 2800 Mount6455 Nancy Ridge Road, Roseville, MN 55113,Drive, San Diego, CA 92121, or by calling (651) 683-2807.

(858) 450-0008.

8

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Pursuant to the Company’s Certificate of Incorporation, our Board shall consist of not less than five nor more than 11 directors, with the exact number of directors to be determinedfix from time to time solelythe total number of directors exclusively by resolutionone or more resolutions adopted by a majority of the Board. Our Board has adopted a resolution fixing the number of directors at eightseven members. UntilOur Board currently consists of six directors and has one vacancy, created by the first dateresignation of Jim Collins on which Cellectis and its affiliates no longer beneficially own more than 50%October 17, 2023. This seat shall remain vacant until filled or the size of the outstanding sharesBoard is reduced, in each case in accordance with our bylaws.

At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the six nominees named in this Proxy Statement. Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, for the election of the Board's six nominees.

Except for vacancies filled by the directors then in office in accordance with our Common Stock (the “Effective Date”),bylaws, as described below, all the directors will be elected to our Board annually at the annual meeting of stockholders. At the Annual Meeting, directors will be elected to serve until the next annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal. From and after the Effective Date, our Board will transition to a staggered board divided into three classes, with directors serving three-year terms.

Directors


Each director will be elected by a pluralitymajority of votes cast by the votesholders of theall shares of our 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.

cast on the issue of that director’s election (including votes “For” and votes “Against,” but excluding any abstentions or broker non-votes).

Unless otherwise provided by law, and subject to the terms of our Stockholders Agreement dated July 25, 2017 with Cellectis (as amended, the “Stockholders Agreement”),bylaws provide that any vacancy on the Board, including a vacancy created by an increase in the authorized number of directors, may be filled solely by the affirmative vote of a majority of the remaining directors then in office or by the sole remaining director.

office.


Nominees for Election for a One-Year Term Expiring at the 20232025 Annual Meeting of Stockholders

The individuals listed below, alleach of whom areis currently serving on our Board, are nominated for election this year. In addition to the names of the nominees and their ages provided in the table below, additional biographical information for each nominee follows the table.

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.

Name

Age

Position

Yves J. Ribeill, Ph.D.

62Chair of the Board

Michael A. Carr

53President & Chief Executive Officer

Laurent Arthaud

59Director

Philippe Dumont

70Director

Jonathan B. Fassberg

55Director

Anna Ewa Kozicz-Stankiewicz

46Director

Kimberly K. Nelson

54Director

Christopher J. Neugent

60Director

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.,


Rory Riggs, 70, serves as Cibus’ Chief Executive Officer and Chair of the Board. Mr. Riggs co-founded Cibus Global and served on Cibus Global’s Board of Directors (the “Cibus Global Board”) since its founding in 2001 and as Chair of the Cibus Global Board since 2014. Mr. Riggs is a co-founder, director and former chair of the investment committee of Royalty Pharma plc, an investment company focused on drug royalties; founder and Chief Executive Officer of Locus Analytics, LLC and founder and executive chairman of Syntax, LLC, each data analytics and Fintech companies based on a new information technology platform for economics, business and portfolio management. Mr. Riggs has served as President and a memberdirector of our Board since July 2018Biomatrix, Inc. (acquired by Genzyme Corp.); Chief Executive Officer of RF&P Corporation, a privately held railroad and real estate company; and a managing director in PaineWebber’s mergers and acquisitions department. Mr. Riggs was a co-founder and Managing Member of Scientia Venture’s predecessor, New Venture Funds, a venture fund focused on healthcare, and co-founded and served on the board of FibroGen, Inc. (publicly-traded). Mr. Riggs currently serves on the boards of Royalty Pharma plc (publicly-traded), Intra-Cellular Therapies, Inc. (publicly-traded) and StageZero Life Sciences Ltd. (publicly-traded). Mr. Riggs graduated from Middlebury College and holds an M.B.A. from Columbia University. The Company believes that Mr. Riggs’s significant experience in the biopharmaceutical and biotechnology industries, and his co-founding and leading of Cibus Global’s business and now Cibus, qualifies him to serve on the Board.

Peter Beetham, Ph.D., 61, serves as Cibus’ President and Chief Operating Officer and serves on the Board. Dr. Beetham co-founded Cibus Global and served on the Cibus Global Board. Previously, Dr. Beetham served as Cibus Global’s Chief Executive Officer, Senior Vice President of Research and Development and in other executive capacities. Dr. Beetham has over 30 years of experience in agriculture. Prior to joining Cibus Global, Dr. Beetham was Research Director of the Plant and Industrial Products Division at ValiGen and a Senior Scientist at Kimeragen where he led research teams exploring gene targeting. Part of his extensive research experience was at the Boyce Thompson Institute at Cornell University, where he was a postdoctoral scientist and one of the pioneers of the early work that led to Cibus’ Rapid Trait Development System (“RTDS”) technologies. Dr. Beetham was employed by the Department of Agriculture and Rural Affairs, Victoria, Australia from 1985 to 1992. He served as a scientific officer based at the Plant Research Institute, working with research groups throughout Southeast Asia and the South Pacific. Dr. Beetham received his Ph.D. in Plant Molecular Virology from
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QUT in Brisbane, Australia and is a B.Sc. (Honours) graduate of Monash University, Melbourne, Australia. The Company believes Dr. Beetham’s expertise in the agricultural industry, and his role as Cibus Global’s co-founder and current role at Cibus, qualifies him to serve on the Board.

Mark Finn, 80, serves on the Board and as the Board's Lead Independent Director. Mr. Finn chaired Cibus Global’s Finance and Audit Committee since 2009. He was appointed to the Board in connection with the Merger Transactions. Mr. Finn has been the Chair and Chief Executive Officer of the Vantage Consulting Group since August 1985. Mr. Finn’s previous involvements include the Virginia National Bank, the State of Virginia Retirement Plan’s Investment Advisory Committee, and the Board of Trustees of the Virginia Retirement System. Mr. Finn also chaired the Operations Advisory Committee for the State of Alaska Retirement System. Mr. Finn is also former Chair of the Board of Directors. Dr. RibeillDirectors of RF&P Corporation, a privately held railroad and real estate company. Currently, Mr. Finn serves on the advisory board and finance committee of Auven Therapeutics, a private equity company focused on life science investment, as well as on the board of managers of the Managing Member of New Ventures I, LLC (“New Ventures I”), a venture capital fund investing in biotechnology related entities, and New Ventures Select, LLC, a pharmaceutical royalty fund, as well as the New Ventures III, LLC, Vantage Multi-Strategy Fund, LP, New Ventures III VO, LLC, New Ventures as Solutions, LLC and New Ventures as Solutions II, LLC Managing Member boards. He also is a director of Enterin Inc. (private), a life sciences company focused on Parkinson’s disease. Mr. Finn also served on an interim basisthe audit committee of the Legg Mason Partners Fund Board. He has taught at the University of Virginia Graduate Business School and the College of William and Mary’s Mason School of Business, where he received his M.B.A. in 1987. The Company believes that Mr. Finn’s leadership role in its development and growth, and his experience in the life sciences investment space, qualifies him to serve on the Board.

Jean-Pierre Lehmann, 85, serves on the Board. Mr. Lehmann served on the Cibus Global Board since November 2009. Hewas appointed to the Board in connection with the Merger Transactions. Mr. Lehmann has been a private investor for the past 30 years, with a diversified portfolio in venture capital, private equity, especially in Asia, as Calyxt’s Executive Chairwell as hotels and principal executive officer from February 2021 until August 2021commercial and interim Chief Executive Officer from August 2018 until October 2018. In January 2022,residential real estate in the United States. Prior to this, Mr. Lehmann resided in Geneva, Switzerland, where he becamemanaged portfolios for Morval Bank and its holding company. He previously oversaw a Partner at Argobio,diversified holding company for Edmond de Rothschild. Mr. Lehmann is a start-up studio basedgraduate of the Ecole des Hautes Etudes Commerciales in Paris France, dedicated to turning cutting-edge innovations into breakthrough biotech companies. From August 2017 to December 2021, he served as the Chief Executive Officer of Ribogenics, Inc., which is a private biotechnology

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.


Gerhard Prante, Ph.D., 82, serves on the Board. Dr. Prante served on the Cibus Global Board since 2011, including as its President from November 1999 until July 2015Vice Chair. Hewas appointed to the Board in connection with the Merger Transactions. Dr. Prante became Head of the Agriculture division of Hoechst AG in 1985. After forming AgrEvo GmbH (a joint venture of Hoechst AG and Schering AG), he served as its Chief Executive Officer from November 1999 until April 2015. Before his work with Scynexis,and Chair of the Board. Following the merger of Hoechst and Rhone Polenc into Aventis SE, Dr. Ribeill served in various positions during the 35 years of his international career with Rhone-Poulenc, Aventis including Discovery Chemistry Group leader for Anti-Viral Research and later in the Central Nervous System Group in France. He alsoPrante served as Group LeaderDeputy Chief Executive Officer of Aventis CropScience (which was later acquired by Bayer AG). He then worked as an industry consultant, and served on several boards, including Bayer CropScience AG, Gerresheimer AG, Allessa GmbH and Direvo Industrial Biotechnology GmbH. He studied Agriculture at Kiel University in Germany and finished his Ph.D. in Agricultural Sciences in 1970. Dr. Prante has served on numerous industry associations, at times as their president, including German Crop Protection and Fertilizer Association (IVA), Europe Crop Protection Association (ECPA), Global Crop Protection Federation (GCPF), Global Plant Science Industry Federation (Croplife International), German Association of Biotech Industry (DIB), and the Cardiovascular Group in England. UponFederation of Sustainable Agriculture. In his return to France,career, Dr. Ribeill served as Director of Chemistry for the Anti-Infective Group. He was involved in all phases of the drug discovery and development effort that resulted in the FDA approval of multiple drugs. He served as a Director of Scynexis, Inc. from November 1999 to March 2016 andPrante has been a director of various other biotechnology companies in Europe and the United States. He is the author of more than 26 publications and 15 patents. He was a memberstrong proponent of the Scientific Advisory Committeeintegration of biotechnology into agribusiness since the World Health Organization, Drug for Neglected Diseasesmid-1980s, led the $0.7 billion acquisition of Plant Genetic Systems by AgrEvo, and built the InVigor canola business in Canada, in addition to buying and integrating several seed companies. The Company believes that Dr. Prante’s experience in the biotechnology industry, and particularly the integration of the Medicine Malaria Venture in Geneva. Dr. Ribeill has a Ph.D. in Chemistry from the University of Montpellier (France). Based on his deep understanding of researchbiotechnology and development and his experience with numerous biotechnology companies, we believe Dr. Ribeill has the appropriate skillsagribusiness, qualifies him to serve as a member of ouron the Board.

Michael A. Carr


Keith Walker, Ph.D., 75, serves on the Board. Dr. Walker served on the Cibus Global Board since July 2014. Hewas appointed to the Board in connection with the Merger Transactions. In 2014, Dr. Walker founded Valley Oils Partners, LLC and currently serves as a DirectorChair of its Board of Directors and Chief Executive Officer. Dr. Walker was instrumental in transforming the Plant and Industrial Products Division of ValiGen into, and thus co-founding Cibus Global, and served as well as the Company’sCibus Global’s President and Chief Executive Officer effectivefrom November 2001 to July 27, 2021. Mr. Carr previously served as the Vice President M&A, Strategy,2014. Previously, Dr. Walker worked at Agrigenetics, Inc. and Innovation of Darling Ingredients, Inc. (NYSE: DAR), a global developer and producer of sustainable natural ingredients and renewable energy since January 2017. Prior to joining Darling Ingredients, Mr. Carr was a partner at BAC Investments, LLC, an established consulting, advisory, and investment firm, from January 2010 through January 2017, Previously, Mr. Carr held multiple positions at American Capital Limited, a global private equity and asset management firm. Mr. Carr has served on the boards of directors for EnviroFlight, a brand of Darling Ingredients (2020-2021), BEST Life and Health Insurance Company (2014-2018), ACG Global (2010 – 2017), and several portfolio companies of American Capital Limited, including United Food Group. Mr. Carr obtained his M.B.A. from the Graziadio School of Business and Management at Pepperdine University, and he also holds a Bachelor of Science degree in Business from California State University—Northridge. Mr. Carr is qualified to serve on the Board in light of his deep operational, financial and investment experience and his diverse knowledge across industries.

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

10

Table of Welch Foods, Inc. since February 2016 and is Chairman Contents
of their Compensation CommitteeWooster and a member of their Audit

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.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NAMED NOMINEE.

11

DIRECTORS AND CORPORATE GOVERNANCE

Board of Directors and Leadership Structure

Our Corporate Governance Guidelines, Certificate of Incorporation, and bylaws provide the Board flexibility in determining its leadership structure.

The Board may establish the authorized number of directors from time to time by resolution. Immediately prior to the Annual Meeting, our Board consists of eightsix members, sixfour of whom are independent under theNasdaq listing standards, of the Nasdaq Global Market (the “Nasdaq”).

and has one vacancy.


The Board separates the role of ChairChairman of the Board andis Rory Riggs, who is also our Chief Executive Officer. The Board believes itthat this leadership structure is importantthe optimal structure to retain its flexibilityguide the Company and to allocatemaintain the responsibilities of the offices of the Chair of the Boardfocus to achieve our business goals and Chief Executive Officer in any way that is inrepresents our stockholders’ best interests at a given point in time.interests. The Board may make a different determination in the future as to the appropriateness of its current policies, including in connection with the recruitment andits ordinary course succession planning in respect of the Chair of the BoardChairman and/or the Chief Executive Officer.


Lead Independent Director

The Board believes that strong, independent Board leadership and oversight is also critical to effective corporate governance. The Board has established the position of Lead Independent Director to provide an appropriate balance of leadership among directors, given the combination of the roles of Chairman and Chief Executive Officer. The Lead Independent Director is an independent director elected for a period of at least one year by the Board and whose duties and responsibilities, described in our Lead Independent Director Charter, include:

Calling meetings of the independent directors;

Setting the agendas, priorities and procedures for meetings of independent directors, including executive sessions of the Board;

Facilitating discussion and open dialogue among the independent directors at and outside of Board meetings;

Serving as principal liaison between the Chairman and the independent directors;

Presiding at all Board meetings at which the Chairman is not present;

Communicating to the Chairman and management, as appropriate, any decisions reached, suggestions made, or views or concerns expressed by the independent directors in executive sessions or outside of Board meetings;

Providing the Chairman with feedback and counsel concerning the Chairman’s interactions with the Board;

At such time as the Chairman is also the Chief Executive Officer, facilitating an annual discussion of the independent directors to evaluate the performance of the Chief Executive Officer and communicating that evaluation to the Chief Executive Officer;

Working with the Chairman to develop Board meeting agendas and working with the Chairman and committee chairs to ensure there is sufficient time for discussion of all agenda items;

Coordinating with the Chairman to ensure appropriate standards are adopted for the quality and timeliness of information provided to the Board;

Authorizing the retention of outside advisors and consultants who report directly to the independent directors or the Board on board-wide issues;

Periodically meeting, individually and collectively, with independent directors to discuss performance, effectiveness and composition of the Board and committees thereof and reporting on the results of such discussions to the Board;

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Participating, in consultation with the Nominating and Governance Committee, in efforts to identify and recruit candidates for Board membership; and

If requested, and in coordination with executive management, being available for consultation and direct communication with stockholders.

Mark Finn has served as the Lead Independent Director since October 12, 2023, and will serve until his successor is duly appointed and qualified, until his earlier removal or resignation, or such time as he is no longer an independent director or such time as our Board Chair is an independent director.

Director Independence

The Nasdaq listing standards generally require that a majority of the members of a listed company’s Board be independent. In addition, the listing rules generally require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating committees be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.

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.

Our Board has undertaken a review of the independence of each of our directors who served in the most recently completed fiscal year and has considered whether any such director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based on this evaluation, the Board determined that each of Mr. Dumont, Mr. Fassberg, Ms. Kozicz, Ms. Nelson, Mr. Neugent,Messrs. Finn and Dr. RibeillLehmann and Drs. Prante and Walker are independent. Because of hisMr. Riggs’ status as Chief Executive Officer and Chairman and Dr. Beetham’s status as President &and Chief ExecutiveOperating Officer of the Company, the Board determined that Mr. Carr isRiggs and Dr. Beetham are not independent under the independence provisions of the Nasdaq listing standards and Rule 10A-3. Because of his status as a director of Cellectis, the Board determined that Mr. Arthaud is not independent under the independence provisions of the Nasdaq listing standards and Rule 10A-3.

In making such independence determinations, our Board considered the relationships that each of the directors has with us and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock held by each director.

There are no family relationships among any of our directors or executive officers.

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


The Board is actively involved in the oversight of our risk management process. The Board does not have a standing risk management committee but administers this oversight function directly through the Board as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. Our Audit Committee has the responsibility to consider and discuss our major financial and cybersecurity risk exposures and the steps our management has taken to monitor and control these exposures. The Board and Audit Committee regularly review reports on the status of the Company’s cybersecurity program and discuss policies with respect to cybersecurity and information technology risks, including how these risks are being identified, assessed, and managed. Our Compensation Committee assesses and monitorsperiodically oversees whether our compensation policies and programs have the potentialare designed in a manner that creates incentives for employees to encouragetake inappropriate or excessive risk-taking.risk. Our Nominating and Corporate Governance Committee has responsibility to review and assess Calyxt’spolicies, practices, disclosures and reports, risk assessments and risk management regarding Cibus’ significant environmental, social, and governance issues, risks, and trends.matters. Our Board is responsible for monitoring and assessing strategic risk exposure and other risks not covered by our committees.

The full Board, or the appropriate committee, receives reports on risks facing CalyxtCibus from our principal executive officer or other members of management to enable it to understand our risk identification, risk management, and risk mitigation strategies. We believe that our Board’s leadership structure is consistent with and supports the effective administration of the Board’s risk oversight function.


Attendance at Meetings

During


Following the completion of the Merger Transactions, the Board held 27 meetings and acted by written consent four times during the fiscal year ended December 31, 2021,2023. Prior to the completion of the Merger Transactions, the Legacy Calyxt Board of Directors (the “Legacy Calyxt Board”) held 14five meetings and acted by written consent six times.10 times during the fiscal year ended December 31, 2023. Members of the Board are expected to regularly attend all meetings of the Board and committees

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

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served that were held during the last fiscal yearyear. The independent members of our Board meet in executive sessions at least quarterly, and during such director’s period of service. The non-management directors meetfrequently in conjunction with regular meetings of the Board outside of the presence of management in executive session and the independent members of our Board also meet in executive sessions.

Board.

Members of the Board are invited,encouraged, but not required, to attend each annual meeting of our stockholders. Dr. Ribeill, Mr.Legacy Calyxt directors Messrs. Carr and Dumont Mr. Fassberg, and Ms. Nelson attended our 2021 annual meeting2023 Annual Meeting of stockholders,Stockholders, which was held on May 18, 2021.

2, 2023.


Board Committees

Our Board has established three standing committees: Audit Committee, Nominating and Corporate Governance Committee, and Compensation Committee, each of which is described below. Each of our standing committees operate pursuant to charters posted on the Investors section of our website at https://ir.calyxt.com/investor.cibus.com/corporate-governance/governance-documents.

documents-charters.


Audit Committee

The Audit Committee is composed of Mr. Dumont, Mr. Fassberg, Ms. Kozicz,Messrs. Finn (chair) and Ms. Nelson (chair).Lehmann and Dr. Walker. Our Board has determined that Ms. Nelson, Mr. Dumont, Mr. Fassberg,Messrs. Finn and Ms. KoziczLehmann and Dr. Walker are independent under the applicable provisions of the Nasdaq listing standards and Rule 10A-3. Each of Ms. Nelson, Mr. Dumont, Mr. Fassberg,Messrs. Finn and Ms. KoziczLehmann and Dr. Walker qualifies as an “audit committee financial expert” as such term is defined in the regulations under the Exchange Act and meets the requirements for financial literacy and financial sophistication required under applicable rules and regulations.

The Audit Committee is responsible for, among other things, the oversight of the integrity of our financial statements, including oversight of our accounting and systemfinancial reporting processes and the audits of internal controls,our financial statements, the qualifications, independence and performance of our independent auditors, and the qualifications and independence of our independent registered accounting firm, and the performance of our internal audit function and independent auditor.(including, as applicable, any outside firm engaged to perform the internal audit function). The Audit Committee also has the authority and responsibility to select, determineappoint, set the compensation of, evaluateoversee and, when appropriate, replace our independent registered public accounting firm. In addition, the Audit Committee will review reports from management, legal counsel, and third parties relating to the status ofour compliance with applicable laws regulations, and internal procedures.regulations. The Audit Committee is also responsible for reviewing and discussing with management our policies with respect to risk assessment and risk management.

The

Following the completion of the Merger Transactions, the Audit Committee held sixfive meetings during 2021.

in 2023. Prior to the completion of the Merger Transactions, the Legacy Calyxt Audit Committee held two meetings in 2023.


Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is composed of Mr. Arthaud, Mr. Fassberg, Ms. KoziczMessrs. Finn (chair), and Dr. Ribeill.Lehmann and Drs. Prante and Walker. The Nominating and Corporate Governance Committee is responsible for, among other things, matters of corporate governance and matters relating to the practices, policies, and procedures of our Board, identifying and recommending candidates for election to our Board and each committee of our Board, and reviewing, at least annually, our corporate governance principles. As a “controlled company,” we are not required to have director nominations selected by a nominations committee comprised solely of independent directors.

Corporate Governance Guidelines.

The policyresponsibilities of our Nominating and Corporate Governance Committee is to identifyinclude identifying director candidates, including nominees submitted by stockholders, based on criteria establisheddetermined by the Nominating and Corporate Governance Committee and approved byin consultation with the Board, which includes the criteria set forth in our Corporate Governance Guidelines.Guidelines and Nominating Policy. The Nominating and Corporate Governance Committee considers not only the director candidate’s qualities, performance, and professional responsibilities, but also the current composition of the Board and the

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.

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Cibus does not have a specific policy on diversity of the Board. Instead, the Nominating and Corporate Governance Committee and the Board evaluate nominees in the context of the Board as a whole, with the objective of selecting nominees that will contribute to a diversity of viewpoints that will enhance the quality of the Board’s deliberations and decisions. Such diversity may be reflected in a mix of different knowledge, experience, skills, expertise, backgrounds, and other characteristics. Calyxt is proud to have a diverse Board, including with respect to gender. We provide below disclosure regarding the diversity of our Board.

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 Directors6
FemaleMaleNon-BinaryDid Not Disclose
Gender
Part I: General Identity
Directors6
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

To see our Board Diversity Matrix as of March 1, 2023, please see the Proxy Statement filed with the SEC on March 22, 2023.

Nasdaq Rule 5605(f) (the “Nasdaq Board Diversity Rule”) requires companies listed on Nasdaq to publicly disclose board-level diversity statistics using a standardized template. Companies must also either have or explain why they do not have at least one diverse director on their board of directors. We believe diversity can be defined more broadly than the definition in the Nasdaq Board Diversity Rule by considering a broader range of diversity of experiences and perspectives. Our Nominating and Corporate Governance Committee regularly reviews the composition of our Board and whether it reflects the current and anticipated needs of the Board and the Company and believes that our current directors are well-suited to serve as directors based on their expertise and experience. Nevertheless, the Board has sought to identify well-suited directors that would also be considered “diverse” under Nasdaq Rule 5605(f), but has, to date, experienced challenges in identifying and attracting such directors. Because of this, we believe that the Company is still in a transition period and is therefore unable to meet the Nasdaq Board Diversity Rule’s requirements.

Following the completion of the Merger Transactions, the Nominating and Corporate Governance Committee held four meetings during 2021.

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.


Compensation Committee


The Compensation Committee is composed of Mr. Arthaud, Mr. Dumont, Mr. NeugentDr. Prante (chair), and Dr. Ribeill.Messrs. Finn and Lehmann. The Compensation Committee is responsible for, among other things, reviewing and approving our overall compensation philosophy and overseeing the administration of related compensation benefit programs, policies, and practices. The Compensation Committee is also responsible for annually reviewing and approving the corporateperformance goals and objectives relevant to the compensation offor our Chief Executive Officer and all other executive officers in its discretion and annually evaluating their performance in light of these goals, reviewing and approving the annual compensation of our executive officers and other appropriate officers, and administering our incentive and equity-based compensation plans. Executive compensation is recommendedreviewed and approved by the Compensation Committee and setor approved by the Board. In performing this function, the Compensation Committee and the Board rely on the Chief Executive Officer and the Chief Financial Officer to provide information regarding the executive officers, their roles and responsibilities, and the general objectives and performance of the Company and the various business units.Company. The Chief Executive Officer, Chief

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

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salaries, bonuses (including measures, targets, and amounts to be paid), equity grants, and other compensation matters related to executive officers are made by the Board. No executive officer has any role in director compensation. The Compensation Committee may delegate all or a portion of duties and responsibilities to a subcommittee of the Compensation Committee. As a “controlled company,” we are not required to have a compensation committee comprised entirely of independent directors.

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.

Following the completion of the Merger Transactions, the Compensation Committee held three meetings in 2023. Prior to the Board, and management to, among other things, provide advice regarding compensation structures and programs in general and competitive compensation data.

Thecompletion of the Merger Transactions, the Legacy Calyxt Compensation Committee held ninethree meetings during 2021.

in 2023.


Corporate Governance Guidelines

Our Board has adopted written Corporate Governance Guidelines that serve as a framework for our Board and its committees. These guidelines cover a number of areas including the size and composition of the Board, membership criteria for the Board and director qualifications, director responsibilities, board agenda, the responsibilities of the Chair of the Board and the Chief Executive Officer, the appointment of a presidinglead independent director, meetings of non-management directors, the role of committees of the Board, access of directors to management and independent advisors, third-party communications, director compensation, director orientation and continuing education, management evaluation and succession and annual performance evaluations.

The Corporate Governance Guidelines are reviewed at least annually by our Nominating and Corporate Governance Committee, and any proposed changes are recommended to our Board, as warranted.

Board.


Code of Business Conduct and Ethics

We have adopted the CalyxtCibus Code of Business Conduct and Ethics, which is applicable to all our employees, executive officers, and directors. Any amendments to our Code of Business Conduct and Ethics and any waivers of its requirements will be disclosed on our website or in filings under the Exchange Act, as required by the applicable rules and exchange requirements.

Policies Prohibiting Employee, Officer,


Derivatives Trading and Director Hedging Policy

Our Insider Trading Policy includes a policy regarding the trading of derivatives and Pledging

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).


Pledging Policy

Our Insider Trading Policy includes a policy that generally prohibits all employees, including officers, and the non-employee members of the Board from holding our securities in a margin accountsaccount or otherwise pledging our securities as collateral, subject to case-by-case exceptions approved by the Board or designated members thereof. As discussed in footnote 7 to the “Security Ownership of Certain Beneficial Owners and also prohibits any hedging transactions (including, transactions involving options, warrants, puts, calls, prepaid variable forward contracts, equity swaps, collars,Management” section of this Proxy Statement, the Board approved an exception to our insider trading policy for approximately 79,417 shares of Class A Common Stock and 1,505,967 shares of Class B Common Stock issued to Rory Riggs in conjunction with the completion of the Merger Transactions in exchange fundsfor approximately 7,900,000 Cibus Global units owned by Mr. Riggs and pledged by Mr. Riggs prior to completion of the Merger Transactions as collateral to secure certain personal indebtedness.

Clawback Policy

As required pursuant to the listing standards of the Nasdaq, Section 10D of the Exchange Act, and Rule 10D-1 under the Exchange Act, the Board adopted a clawback policy (the “Clawback Policy”), effective on May 31, 2023, which provides for the reasonably prompt recovery (or clawback) of certain excess incentive-based compensation received during an applicable three-year recovery period by current or other derivatives) that are designed to hedge or speculate on any changeformer executive officers in the market valueevent the Company is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws. Triggering events include accounting restatements to correct an error in previously issued financial statements that is material to such previously issued financial statements, or that would result in a material misstatement if
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Table of equity securitiesContents
the error were corrected in the current period or left uncorrected in the current period. Excess incentive-based compensation for these purposes generally means the amount of Calyxt.

incentive-based compensation received by such executive officer that exceeds the amount of incentive-based compensation that would have been received by such executive officer had it been determined based on the restated amounts, without regard to any taxes paid. Incentive-based compensation potentially subject to recovery under the mandatory accounting restatement provisions of the Clawback Policy is generally limited to any compensation granted, earned or vested based wholly or in part on the attainment of one or more financial reporting measures.


In general, the Company may utilize a broad range of recoupment methods under the Clawback Policy for mandatory accounting restatement clawbacks. The Clawback Policy does not condition such clawback on the fault of the executive officer, but the Company is not required to clawback amounts in limited circumstances where the Committee has made a determination that recovery would be impracticable and (1) the Company has already attempted to recover such amounts but the direct expense paid to a third party in an effort to enforce the Clawback Policy would exceed the amount to be recovered, (2) the recovery of amounts would violate applicable home country law, or (3) the recovery would likely cause the non-compliance of a tax-qualified retirement plan under the Internal Revenue Code of 1986, as amended, and applicable regulations. Operation of the mandatory accounting restatement provisions of the Clawback Policy is subject to a brief phase-in process during the first few years after its effectiveness. The Company may not indemnify any such executive officer against the loss of such recovered compensation in the event of a mandatory accounting restatement.

During the effectiveness of the Clawback Policy, the Company has not been required to prepare a restatement of its financial results that required recovery of erroneously-awarded compensation to covered officers pursuant to the Clawback Policy. There are no balances currently outstanding from prior applications of the Clawback Policy.

Stockholder Communications


Stockholders may contact our Board about bona fide issues or questions about CalyxtCibus by sending a letter to the following address: Calyxt,Cibus, Inc., 2800 Mount6455 Nancy Ridge Road, Roseville, MN 55113,Drive, San Diego, CA 92121, Attention: Board of Directors. Each communication should specify the applicable addressee or addressees to be contacted, the general topic of the communication, and the number of shares of our common stock that are owned of record (if a record holder) or beneficially. If a stockholder wishes to contact the independent members of the Board, the stockholder should address such communication to the attention of the “Independent Directors” at the address above. Our General Counsel will initially receive and process communications before forwarding them to the addressee, and generally will not forward a communication that is unrelated to the duties and responsibilities of the Board, including a communication the General Counsel determines to be primarily commercial in nature, is related to an improper or irrelevant topic, or is a request for general information about us or our products or services.

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EXECUTIVE OFFICERS
The following table sets forth information as of the date of this Proxy Statement concerning our current executive officers, other than Rory Riggs and Peter Beetham, whose information is set forth above under “Proposal No. 1 – Election of Directors—Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders”:
NameAgePosition
Rory Riggs70Chief Executive Officer and Chairman
Peter Beetham, Ph.D.61President and Chief Operating Officer and Director
Greg Gocal, Ph.D.55Chief Scientific Officer and Executive Vice President
Wade King, M.D.67Chief Financial Officer
Greg Gocal, Ph.D. serves as Cibus Chief Scientific Officer and Executive Vice President. Dr. Gocal co-founded Cibus Global and served as Chief Scientific Officer and Executive Vice President since 2016. Prior to that, he served as Cibus Globals Senior Vice President of Research and Development from 2014 to 2016, and from 2010 to 2014 served as Vice President of Research. In 2000, Dr. Gocal joined an innovative cross disciplinary team at ValiGen, Cibus Global’s predecessor, as the lead molecular biologist. Within the Plant and Industrial Products Division, his team began developing the RTDS suite of technologies in plant and microbial systems in what was then the nascent field that has become gene editing. Continuing this focus and enabling Cibus Global’s technologies and product pipeline, Dr. Gocal has held various research management positions. Dr. Gocal has studied many aspects of plant biology. He was awarded undergraduate and graduate degrees from the University of Calgary. He worked at CSIRO Plant Industry in Canberra, Australia where he received his Ph.D. in Plant Molecular Biology from the Australian National University, then continued studying in this field as a postdoctoral scientist at the Salk Institute for Biological Studies in La Jolla, California.

Wade King, M.D. serves as Cibus Chief Financial Officer. Dr. King served as Cibus Global’s Chief Financial Officer since January 2021. Prior to joining Cibus Global, he was Chief Executive Officer of Prota Therapeutics, an oral immunotherapy company based in Melbourne, Australia. Before Prota, Dr. King led Corporate Development and Strategy and served on the management team of Insmed, a multi-billion-dollar public rare disease company, leading global licensing deals and exploring numerous gene therapy opportunities. Dr. King also led both finance and business development for Neomend, a surgical sealant company that was acquired by CR Bard, now part of Becton Dickinson. Prior to his work in the corporate sector, Dr. King was Chief of Anesthesiology for a 20-physician practice in Silicon Valley. Dr. King is a board-certified anesthesiologist and completed residencies in Surgery and Anesthesiology at University of California, San Francisco. He holds an M.S.M. from Stanford Business School, M.D. and M.P.H. degrees from the University of North Carolina Chapel Hill Schools of Medicine and Public Health, and a B.A. cum laude from Princeton University.
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EXECUTIVE COMPENSATION

All share and per share amounts and all stock prices (including exercise prices) in this Executive Compensation section of the Proxy Statement have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Splits.

2023 Summary Compensation Table

The following table sets forth total compensation for the years ended December 31, 2023, and 2022, as applicable, for each Cibus named executive officer (“NEO”), which includes certain current executive officers, in addition to certain individuals who served as executive officers in 2023 but were not serving as executive officers as of December 31, 2023.
Name and Principal PositionFiscal
Year
Salary
($)
Bonus
($)
Stock
Awards
($) (1)
Option
Awards
($) (2)
Non-Equity
Incentive Plan
Compensation
($) (3)
All Other
Compensation
($) (4)
Total ($)
Rory Riggs (5)
2023292,314 — — — — — 292,314 
Chief Executive Officer and Chairman
Michael A. Carr (6)
2023208,334 — 480,717 129,080 — 344,510 1,162,641 
Former President and Chief Executive Officer2022500,000 — 495,923 474,522 — 43,561 1,514,006 
Peter Beetham, Ph.D. (5)
2023292,314 — — — — — 292,314 
President and Chief Operating Officer and Director
Greg Gocal, Ph.D. (5)
2023266,012 — — — — 266,012 
Chief Scientific Officer and Executive Vice President
Travis J. Frey, Ph.D. (7)
2023335,000 — 1,307,615 — — 16,763 1,659,378 
Former Executive Vice President of Strategy and Sustainable Ingredients2022300,000 — 275,109 242,138 — 14,760 832,007 
Debra Frimerman (8)
2023133,750 — 415,187 — — 260,554 809,491 
Former General Counsel and Corporate Secretary2022321,000 — 268,505 242,085 — 13,076 844,666 
__________________________________________
(1) This column reflects the fair value of restricted stock units and performance stock units granted in 2023 and 2022, as applicable, based on the stock price on the date of grant or as calculated in accordance with FASB ASC Topic 718, as disclosed in Note 8 “Stock-Based Compensation” to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. The amounts do not correspond to the actual value that will be realized by the NEOs.
(2) This column reflects the fair value of options granted or modified in 2022 or 2023, as applicable, based on their grant date or modified date fair value calculated in accordance with FASB ASC Topic 718. These amounts reflect our accounting expense for these awards and do not correspond to the actual value that will be realized by the NEOs. The assumptions used in the calculation of the amounts are described in Note 8 “Stock-Based Compensation” to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. The value reported for Mr. Carr in 2023 reflects the incremental expense associated with the modification of certain stock options granted to him in 2021 and 2022 to extend the post-separation exercise period for such awards from 90 days post-separation to five years from the grant date of such awards.
(3) This column reflects the annual cash bonus earned for the applicable fiscal year. No annual cash bonus was earned by NEOs pursuant to our 2023 or 2022 short-term cash incentive plan.
(4) Mr. Carr’s other compensation for the year ended December 31, 2023, includes severance of $328,010, matching contributions under the Legacy Calyxt 401k benefit plan, commuter expenses and premiums for medical and dental benefits that were paid by Legacy Calyxt. Dr. Frey’s other compensation for the year ended December 31, 2023, includes $13,200 of matching contributions under the Legacy Calyxt 401k benefit plan and premiums for medical and dental benefits that were paid by Legacy Calyxt. Ms. Frimerman’s other compensation for the year ended December 31, 2023, includes severance of $240,369, $14,125 pursuant to a consulting agreement in effect between Ms. Frimerman and Cibus post Merger Transactions, matching contributions under the Legacy Calyxt 401k benefit plan and premiums for medical and dental benefits that were paid by Legacy Calyxt.
(5) Mr. Riggs and Drs. Beetham and Gocal were appointed as Chief Executive Officer and Chairman, President and Chief Operating Officer and Director, and Chief Scientific Officer and Executive Vice President, respectively, effective May 31, 2023, upon the closing of the Merger Transactions.
(6) Mr. Carr was terminated as President and Chief Operating Officer and Director effective May 31, 2023, upon the closing of the Merger Transactions.
(7) Dr. Frey transitioned from Chief Technology Officer to Executive Vice President of Strategy and Sustainable Ingredients effective May 31, 2023, upon the closing of the Merger Transactions. Dr. Frey was terminated as Executive Vice President of Strategy and Sustainable Ingredients effective January 12, 2024.
(8) Ms. Frimerman was terminated as General Counsel and Corporate Secretary effective May 31, 2023, upon the closing of the Merger Transactions. Cibus signed a consulting agreement with Ms. Frimerman post Merger Transactions.
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For a description of the material terms of each NEO’s employment agreement or arrangement, see “Potential Payments Upon Termination or Change in Control” below.

Outstanding Equity Awards at 2023 Fiscal Year-End

The following table sets forth certain information regarding outstanding equity awards of NEOs as of December 31, 2023. The market value of the shares in the following table is the fair value of such shares as of December 31, 2023.
Option AwardsStock Awards
NameGrant 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. CarrMarch 24, 20229,801$63.50 March 24, 2027
July 27, 20214,001$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, 20225,001$63.50 March 24, 2027
March 12, 2021480$402.50 March 12, 2026
August 4, 20201,600$227.50 August 4, 2025
May 20, 20192,001$736.00 May 20, 2029
Debra FrimermanMarch 24, 20225,001$63.50 March 24, 2027
March 12, 2021540$402.50 March 12, 2026
August 4, 20201,600$227.50 August 4, 2025
May 13, 20191,201$764.00 May 13, 2029
__________________________________________
(1) All unexercisable stock options for Mr. Carr, Dr. Frey and Ms. Frimerman fully vested and became exercisable on May 31, 2023, upon the completion of the Merger Transactions.
(2) Value of unvested restricted stock units and restricted stock awards are based on Cibus' closing price per share of Class A Common Stock of $19.64 on December 29, 2023.
(3) Upon the closing of the Merger Transactions, unvested Cibus Global stock awards held by Mr. Riggs and Drs. Beetham and Gocal were converted into restricted stock awards of Class A Common Stock using an exchange ratio which accounted for the Reverse Stock Splits and these restricted stock awards continue to follow the same vesting schedule from the original grants.
(4) For Mr. Riggs, the restricted stock award vesting schedule is as follows: 25% vests on May 31, 2024, and the remaining shares vest evenly on the last day of each month over the remaining term of the award through May 31, 2027.
(5) For Mr. Riggs, the restricted stock award vesting schedule is as follows: the remaining shares vest evenly on the last day of each month over the remaining term of the award through October 31, 2025
(6) For Drs Beetham and Gocal, the restricted stock award vesting schedule is as follows: the remaining shares vest evenly on the last day of each month over the remaining term of the award through December 31, 2026.
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(7) For Drs. Beetham and Gocal, the restricted stock award vesting schedule is as follows: the remaining shares vest evenly on the last day of each month over the remaining term of the award through March 31, 2025.
(8) For Dr. Frey, the restricted stock unit vesting schedule is as follows: 19,585 vested on January 1, 2024, and 5,084 remaining shares were scheduled to vest evenly on the first day of each month over the remaining term of the award through June 1, 2023, and 29,353 remaining shares were scheduled to vest evenly on the first day of each month over the remaining term of the award through June 1, 2027, but ultimately the remaining shares were forfeited upon Dr. Frey’s termination on January 12, 2024.

Potential Payments Upon Termination or Change in Control

Agreements with Named Executive Officers

The following provides a discussion of the agreements between Cibus and each NEO.

Rory Riggs, Peter Beetham, and Greg Gocal

Cibus ratified the employment agreements previously entered into by and between Cibus Global and each of Rory Riggs, Peter Beetham and Greg Gocal (each, an “Employment Agreement,” and collectively, the “Employment Agreements”). The material terms of the Employment Agreements are summarized below.

Employment Agreement Term. Unless earlier terminated in accordance with the terms of the respective Employment Agreement, the initial term of such agreements for Drs. Beetham and Gocal is four years after the applicable effective date and for Mr. Riggs is one year after the later of the applicable effective date or after Cibus Global becomes public, each subject to automatic one-year extensions unless either party provides written notice of termination not less than 30 days (for Drs. Beetham and Gocal) or 60 days (for Mr. Riggs) prior to the date of the expiration of the then-current term.

Base Salary, Annual Bonus, and Benefits. The Employment Agreements provide for annual base salaries of $500,000, $400,000, and $327,000 (each, as may be adjusted from time to time in Cibus’ sole discretion, their “Base Salary”) for Mr. Riggs and Drs. Beetham and Gocal, respectively. The Base Salary for Rory Riggs, Peter Beetham and Greg Gocal for fiscal year 2023 was $500,000, $500,011, and $455,021, respectively, and each of them is eligible to earn an annual bonus under their Employment Agreements.

Each of Mr. Riggs and Drs. Beetham and Gocal is also eligible to participate in employee benefit plans, such as pension, profit sharing and other retirement plans, incentive compensation plans, group health, hospitalization, disability and other insurance plans, and other employee welfare plans, in each case in accordance with the employee benefit plans established by Cibus, and as may be amended from time to time in Cibus’ sole discretion.

Restrictive Covenants. Mr. Riggs and Drs. Beetham and Gocal will not, without Cibus’ prior written consent, during the term of their Employment Agreement: (i) be employed elsewhere; (ii) engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary advantage) that might interfere with their duties and responsibilities described in their Employment Agreement or create a conflict of interest with Cibus; or (iii) acquire any interest of any type in any other business which is in competition with Cibus. Notwithstanding the foregoing, nothing will prohibit Drs. Beetham and Gocal from acquiring, solely as an investment, up to 5% of the outstanding equity interests of any publicly-held company. These individuals are also prohibited from soliciting employees of Cibus during their employment and for a period of 12 months after termination for any reason.

Payments Upon Termination. The employment of each of Mr. Riggs and Drs. Beetham and Gocal is “at will” at all times and can be terminated by Cibus or the executive without advance notice, for any or no reason. The Employment Agreements provide the executives with certain rights in connection with a termination of employment. All payments of Base Salary in connection with severance shall be made according to Cibus’ normal payroll practices, less applicable withholdings and any remuneration paid to such officer during each applicable payroll period because of the executive’s employment or self-employment during such period.

Upon termination of employment due to death or disability, the executives are eligible to receive any accrued and unpaid compensation through the date of termination.

Upon a termination of employment by Cibus without cause or by the executive for good reason, Drs. Beetham and Gocal will be eligible to receive severance consisting of (i) their Base Salary for 18 months (for Dr. Beetham) or 12 months (for Dr. Gocal) (the “Severance Period”) and (ii) if the executive qualifies for and timely completes all documentation necessary to continue health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act
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(“COBRA”), the applicable COBRA premiums for the executive and his dependents, during the Severance Period (the “Severance Benefits”). Cibus’ obligation to pay COBRA premiums will cease upon (x) a determination that such payments would violate applicable law, (y) the applicable executive or his dependents ceasing to be eligible for COBRA coverage, or (z) the executive obtaining subsequent employment through which the executive is eligible to obtain substantially equivalent or better health insurance (the “COBRA Conditions”).

Upon a termination of Mr. Riggs’ employment by Cibus without cause, Mr. Riggs will be eligible to receive severance consisting of, if he qualifies for and timely completes all documentation necessary to continue health insurance coverage pursuant to COBRA, the applicable COBRA premiums for Mr. Riggs and his dependents for 18 months, provided that Cibus’ obligation to pay COBRA premiums will cease upon the occurrence of the COBRA Conditions.

Upon a termination in connection with a change in control without cause, or termination by an executive in connection with a change in control for good reason, Drs. Beetham and Gocal will be eligible to receive (i) their Base Salary for 24 months (for Dr. Beetham) or 18 months (for Dr. Gocal) (such period, the “Change In Control Severance Period”); and (ii) payment of a lump sum equal to the target annual bonus which such executive is eligible to receive for the year in which the termination occurs less applicable withholdings; and (iii) if such executive qualifies for and timely completes all documentation necessary to continue health insurance coverage pursuant to COBRA, COBRA premiums for such executive and his dependents for up to the end of the Change In Control Severance Period (“Change In Control Severance Benefits”). In addition, any and all unvested stock options and any other unvested equity in Cibus held by such executive will become fully vested upon the employment termination date. Cibus’ obligation to pay COBRA premiums will cease upon the occurrence of any of the COBRA Conditions.

Pursuant to the Employment Agreements, an executive’s eligibility to receive the Severance Benefits or the Change In Control Severance Benefits is conditioned on execution of a release by the executive, which becomes irrevocable by its terms within 55 calendar days following the date of the executive’s termination.

Upon a termination of employment by Cibus for cause or termination by the executive without good reason, all obligations of Cibus under the respective Employment Agreement cease, except that the executive is eligible to receive any accrued and unpaid compensation through the date of termination.

Michael A. Carr
On July 13, 2021, Mr. Carr entered into an offer letter agreement with Legacy Calyxt (the “Carr Agreement”). Pursuant to the Carr Agreement, Mr. Carr joined Legacy Calyxt on July 27, 2021, as its President and Chief Executive Officer. Mr. Carr’s employment was at-will and terminable at any time for any reason, subject to the terms of the 2021 Executive Severance Plan (the “Severance Plan”), as modified by Mr. Carr’s Participation Agreement with respect thereto, as described below.
Pursuant to the Carr Agreement, Mr. Carr was entitled to receive the following compensation and benefits in connection with his service as President and Chief Executive Officer of Legacy Calyxt:
an annual base salary of $500,000;
a one-time new-hire bonus of $450,000;

a one-time equity award of (i) stock options for the purchase of 4,001 shares of Class A Common Stock and (ii) 1,000 restricted stock units (“RSUs”), which, in each case, were scheduled to vest in equal installments on the first three anniversaries of Mr. Carr’s start date;

a one-time inducement award granted outside of our existing equity compensation plans in accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules of performance stock units (“PSUs”) to acquire up to 12,000 shares of Class A Common Stock, which was scheduled to vest based on our achievement for a period of 30 consecutive calendar days of specified trading price levels during a three-year performance period following the grant date (6,000 shares for a $600.00 price level, an additional 3,000 shares for a $750.00 price level and an additional 3,000 shares for a $1,000.00 price level) and otherwise had terms substantially similar to those of PSUs issued under the 2017 Omnibus Incentive Plan, as amended on May 31, 2023 (the “2017 Plan”);

eligibility to receive an annual cash performance bonus under our 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 Board;
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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 Legacy Calyxt 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 Legacy Calyxt in which similarly situated employees of Legacy Calyxt participated, as may be in effect from time to time, and accrual of 20 days of vacation per year.
On July 13, 2021, the Board and the independent directors of the Board approved the Calyxt, Inc. 2021 Employee Inducement Incentive Plan (the “Inducement Plan”) and reserved 12,000 shares of Class A Common Stock for issuance upon vesting of the PSUs granted to Mr. Carr on July 27, 2021. The Inducement Plan’s terms were substantially similar to the terms of the 2017 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, constituted an inducement material to Mr. Carr’s entering into employment with Legacy Calyxt within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules.
Mr. Carr was 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 granted under the Inducement Plan. The PSUs were scheduled to vest if Class A Common Stock remained above three specified price levels for 30 calendar days over the three-year performance period. The PSUs were, to the extent earned, to be settled in unrestricted shares of Class A Common Stock on the vesting date.
Mr. Carr also entered into a customary non-competition, non-solicitation, confidentiality and inventions agreement and our standard indemnification agreement.

Mr. Carr terminated employment on May 31, 2023, in connection with closing of the Merger Transactions. In connection therewith, in accordance with the terms of the Severance Plan and Mr. Carr’s related participation agreement and the Inducement Plan described above, Mr. Carr became eligible to receive severance benefits equal to 24 months of base salary (a total value of $1,000,000), a lump sum equal to 24 months of medical and dental premiums under COBRA (a total value of $36,343), and accelerated vesting of equity awards consisting of 10,017 stock options, 12,877 RSUs and 15,533 PSUs. The severance amount included in the “All Other Compensation” column of the 2023 Summary Compensation Table reflects the portion of the severance amounts described above that were paid during fiscal 2023.

Travis J. Frey, Ph.D.
On May 13, 2019, Dr. Frey entered into an offer letter agreement with Legacy Calyxt (the “Frey Agreement”). Pursuant to the Frey Agreement, Dr. Frey joined Legacy Calyxt on May 20, 2019, as its Chief Technology Officer and was entitled to receive the following compensation and benefits in connection with his service as Chief Technology Officer of Legacy Calyxt:
an annual base salary of $275,000;
a one-time sign-on equity award of 2,001 stock options granted, subject to the approval of the Board; and
eligibility to receive an annual cash performance bonus with an amount equal to up to 45% of Dr. Frey’s base salary and a multiplier on the annual target of 0.7 to 1.5x (prorated for the number of days of his employment during 2019), based on his achievement of individual and/or Legacy Calyxt performance goals as determined by the Board.
Dr. Frey’s offer letter also included customary non-solicitation, non-compete, intellectual property, and confidentiality provisions.

In connection with the closing of the Merger Transactions, the vesting of Dr. Frey’s outstanding equity awards as of May 31, 2023, consisting of 5,243 options, 10,921 RSUs and 5,733 PSUs, accelerated in full.

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In connection with Dr. Frey’s termination on January 12, 2024, Dr. Frey did not receive any termination benefits.

Debra Frimerman
On January 21, 2019, Ms. Frimerman entered into an offer letter agreement with Legacy Calyxt (the “Frimerman Agreement”). Pursuant to the Frimerman Agreement, Ms. Frimerman joined Legacy Calyxt on February 11, 2019, as its General Counsel & Corporate Secretary. The Frimerman Agreement provided for at-will employment and termination at any time, with or without cause, subject to certain severance benefits described below. Ms. Frimerman was entitled to receive the following compensation and benefits in connection with her service as General Counsel & Corporate Secretary of Legacy Calyxt:
an annual base salary of $275,000;
a one-time sign-on equity award of 1,201 stock options; and
eligibility to receive an annual cash performance bonus with an amount equal to up to 40% of Ms. Frimerman’s base salary and a multiplier on the annual target of 0.7 to 1.5x (prorated for the number of days of her employment during 2019), based on her achievement of individual and/or Legacy Calyxt performance goals as determined by the Board.
Under the Frimerman Agreement, if Ms. Frimerman’s employment was terminated by Legacy Calyxt without cause (as defined in her employment agreement), she was eligible to receive a pro rata annual performance bonus and 12 months of base salary paid in installments. Legacy Calyxt had the right to condition any severance pay to Ms. Frimerman upon her entering into a full release of claims in favor of Legacy Calyxt. If Ms. Frimerman voluntarily terminated her employment or her employment terminated due to death or disability, she would have been entitled only to accrued base salary and other accrued amounts. Ms. Frimerman was eligible to participate in the Severance Plan, which would have superseded the applicable terms of the Frimerman Agreement had she executed a Severance Plan participation agreement. However, Ms. Frimerman did not execute a Severance Plan participation agreement.
Ms. Frimerman’s employment agreement also included customary non-solicitation, non-compete, intellectual property, and confidentiality provisions.

Ms. Frimerman terminated employment on May 31, 2023, in connection with closing of the Merger Transactions. In connection therewith, in accordance with the Frimerman Agreement described above, Ms. Frimerman became eligible to receive severance benefits equal to 12 months of base salary (a total value of $321,000), a pro rata annual performance bonus (a total value of $53,119), and accelerated vesting of equity awards consisting of 4,463 stock options, 10,937 RSUs and 5,533 PSUs. The severance amount included in the “All Other Compensation” column of the 2023 Summary Compensation Table reflects the portion of the severance amounts described above that were paid during fiscal 2023.

Severance Plan
The Company maintains the Severance Plan for certain key management employees who agree to participate. The Severance Plan provides plan participants with certain severance benefits upon termination of the plan participant’s employment with Cibus. Mr. Carr and Dr. Frey were participants in the Severance Plan. Ms. Frimerman was eligible to become a participant in the Severance Plan by executing a plan participation agreement; however, Ms. Frimerman did not execute a Severance Plan participation agreement. Upon a qualifying termination, Ms. Frimerman was entitled to receive severance benefits under the Frimerman Agreement as described above.
The Severance Plan provides plan participants with severance benefits upon termination of the plan participant’s 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, plan participants are entitled to the following compensation (“Severance Benefits”) upon such a qualifying termination, subject to the timely execution of a release and continued compliance with certain restrictive covenants:
An amount equal to the plan participant’s base salary for a period of (i) 12 months, for the Chief Executive Officer, Chief Financial Officer, Chief Legal Officer/General Counsel and any other chief executive, and (ii) 6 months, for Senior Vice Presidents and Vice Presidents or other participants, beginning on the plan participant’s date of termination, each a “Severance Coverage Period;” and
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A pro-rated portion of the plan participant’s target incentive bonus under our annual cash incentive plan for the applicable year, pro-rated for the number of days elapsed in the applicable year.

Plan participants are also entitled to any unpaid amounts earned under the annual cash incentive plan for the preceding year, based upon actual performance and, in certain circumstances, a lump sum payment equal to certain premiums for medical and dental benefits under COBRA. Severance Benefits will generally be paid in substantially equal installments over the applicable Severance Coverage 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 Cibus 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 of the Board based on actual performance (unless otherwise specified in the plan participant’s participation agreement). However, on March 1, 2023, the Legacy Calyxt Board approved the modification of the award terms of all outstanding stock options with a 90-day post-separation exercise period from the current 90 days post-separation to five years from date of grant. The modification did not affect the vesting or service period of the stock options. In addition, with respect to Mr. Carr, a qualifying termination occurring during a Change-in-Control Period increases Mr. Carr’s Severance Benefits to 24 months of base salary and the full amount of his target cash incentive bonus for the applicable year.

2017 Plan
Cibus maintains the 2017 Plan. Employees, consultants, non-employee directors (and director nominees) and any other individuals who provide services to us or any of our affiliates are eligible to receive awards under the 2017 Plan, if permitted by applicable laws or accounting and tax rules and regulations.
In the event of a dissolution or liquidation of Cibus or a triggering event, except as otherwise provided in the applicable award agreement, the plan administrator may provide for:
assumption or substitution with equivalent awards of outstanding awards under the Plan by Cibus (if Cibus is the surviving corporation) or by the surviving corporation or its parent or subsidiary;
termination of outstanding awards under the 2017 Plan in exchange for a payment of cash, securities and/or other property equal to the excess of the fair market value of the portion of the awards stock that is vested and exercisable immediately prior to the consummation of the corporate transaction over the per share exercise price;
any combination of assumption, substitution, or termination of outstanding awards under the 2017 Plan as described above; provided that outstanding awards of stock options and SARs may be cancelled without consideration if the fair market value on the date of the event is greater than the exercise or hurdle price of such award; or
acceleration of the vesting (including the lapse of any restrictions, with any performance criteria or conditions deemed met at target) and exercisability of outstanding award in full prior to the date of the corporate transaction and the expiration of awards not timely exercised by the date determined by the plan administrator.

A triggering event as defined in the plan includes (i) a sale, transfer or disposition of all or substantially all of Cibus’ assets other than to (A) a corporation or other entity of which at least a majority of its combined voting power is owned directly or indirectly by Cibus, (B) a corporation or other entity owned directly or indirectly by the holders of capital stock of Cibus in substantially the same proportions as their ownership of common stock, or (C) an Excluded Entity (as defined in subsection (ii) below); or (ii) any merger, consolidation or other business combination transaction of Cibus with or into another corporation, entity or person, other than a transaction with or into another corporation, entity or person in which the holders of at least a majority of the shares of voting capital stock of Cibus outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding in the continuing entity or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of Cibus (or the surviving entity) outstanding immediately after such transaction (an “Excluded Entity”); or (iii) any direct or indirect purchase or other acquisition by any person or group, other than a parent company or another person that is controlled by a parent company, of more than 50% of the total outstanding equity
25

interests in or voting securities of Cibus, excluding any transaction that is determined by the Board in its reasonable discretion to be a bona fide capital raising transaction.
The RSU and option awards granted to NEOs under the 2017 Plan generally provide that in the event that a triggering event occurs during the vesting period, an additional 25% of the total number of RSUs or shares underlying the options shall immediately vest. In addition, these awards generally provide that 100% of the total number of RSUs or shares underlying the options shall vest in the event of the termination of the NEO’s employment without cause within 12 months following a triggering event or resignation of the NEO for “good reason” following a triggering event. The PSUs granted to NEOs under the 2017 Plan that remain outstanding provide that, upon a change in control, the performance period shall be truncated, and the PSUs will vest and settle based on performance through such date, as determined by the Compensation Committee of the Board and otherwise in accordance with the 2017 Plan and the applicable PSU agreement.

As noted above, upon the closing of the Merger Transactions, unvested Cibus Global stock awards held by Mr. Riggs and Drs. Beetham and Gocal were converted into restricted stock awards of Class A Common Stock under the 2017 Plan. These restricted stock awards provide that in the event that a triggering event occurs and the NEO is not offered continued employment upon the triggering event, 100% of the total number of restricted shares shall vest. Continued employment for these purposes means employment that does not require the NEO to relocate and does not result in a substantial change in the NEO’s duties to the company as in effect immediately prior to the triggering event.

Inducement Plan
In July 2021, Calyxt adopted the Inducement Plan, pursuant to which shares of Calyxt Common Stock were issuable upon the settlement of PSUs granted to Mr. Michael A. Carr in July 2021 as a material inducement to accept employment as our President and Chief Executive Officer.
The Inducement Plan mirrored the 2017 Plan with regard to impacts of a dissolution or liquidation of Legacy Calyxt or a triggering event. Mr. Carr’s award agreement under the Inducement Plan provided that in the event of a triggering event (as defined in the Inducement Plan) during the performance period, 25% of the total PSUs immediately vest to the extent not already vested.

In connection with the closing of the Merger Transactions, 25% of Mr. Carr’s Inducement Plan PSUs vested and the rest were forfeited. No further awards are available for grant or will be granted under the Inducement Plan.

PAY VERSUS PERFORMANCE DISCLOSURE
Pay Versus Performance Table
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)
____________________________________________
(1) James A. Blome served as our principal executive officer (“PEO”) from January 1, 2021, through February 18, 2021. Yves Ribeill served as our PEO from February 19, 2021, until July 26, 2021. Michael Carr served as our PEO from July 27, 2021, through December 31, 2021, for all of 2022, and from January 1, 2023, through May 31, 2023. Rory Riggs served as our PEO from June 1, 2023, through December 31, 2023. For 2021, our non-PEO named executive officers (“NEOs”) included William Koschak and Debra Frimerman. For 2022, our non-PEO NEOs included William Koschak, Travis Frey and Debra Frimerman. For 2023, our non-PEO NEOs included Travis Frey, Debra Frimerman, Peter Beetham, and Greg Gocal.
(2) For each of 2023, 2022 and 2021, the values included in this column for the compensation actually paid to each of Rory Riggs and Michael Carr, and the average compensation actually paid to our Non-PEO NEOs reflect the following adjustments to the values included in column (b-1), (b-2) and (d) for 2023, respectively:
26

Rory Riggs2023
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 Carr2023
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

27

AVERAGE FOR NON-PEO NEOs2023
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
______________________________________________________________
* This row includes certain equity awards granted by Cibus Global prior to May 31, 2023, that were converted into Cibus restricted shares of Class A Common Stock in connection with the Merger Transactions. As such, the change in value associated with such awards has been calculated by comparing the covered year-end value or vesting date value, as applicable, of such awards with the value as of the date of the closing of the Merger Transactions.
(3) For each of 2023, 2022 and 2021, total shareholder return for the Company was calculated as the yearly percentage change in cumulative total shareholder return based on a deemed fixed investment of $100 at market close on December 31, 2020, assuming dividend reinvestment. Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time.

Pay Versus Performance Relationship Descriptions
The following graphical comparisons provide descriptions of the relationships between certain figures included in the Pay Versus Performance table for each of 2023, 2022, and 2021, including: comparisons between (a) the compensation actually paid to the PEOs and the average compensation actually paid to our non-PEO NEOs and (b) each of the performance measures set forth in columns (f) and (g) of the Pay Versus Performance table.
TSR.jpg
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Net Loss.jpg
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DIRECTOR COMPENSATION

No cash compensation was paid, and no equity-based awards were granted, to Cibus’ directors during fiscal year 2023. However, on March 1, 2023, the post-separation exercise period applicable to outstanding option awards granted in 2020, 2021 and 2022 to certain directors was extended from 90 days post-separation to five years from the date of grant. The incremental expense associated with these option award modifications for each of these directors was as follows: (i) Mr. Dumont, $5,979, (ii) Mr. Fassberg, $5,979, (iii) Ms. Kozicz, $6,572, (iv) Ms. Nelson, $7,295, (v) Mr. Neugent, $7,102, and (vi) Dr. Ribeill, $9,016. In addition, on April 12, 2024, in respect to each such director’s service as a Cibus director during 2023 following the Merger Transactions, the Board approved an option award with a grant date value equal to $52,500 for each non-employee director.These option awards, which will be granted on the date of the Company’s 2024 annual meeting, will have a 10-year term and shall immediately vest on the grant date. Depending on Cibus’ capital resource position, the Board may, in its discretion in the future, determine whether to provide for cash compensation in respect of such service period.

The following individuals who served as non-employee directors of Cibus at some point during 2023 had outstanding stock options to purchase the following number of shares of Class A Common Stock as of December 31, 2023: (i) Mr. Dumont, 1,648 options, (ii) Mr. Fassberg, 1,468 options, (iii) Ms. Kozicz, 1,707 options, (iv) Ms. Nelson, 1,912 options, (v) Mr. Neugent, 1,675 options, and (vi) Dr. Ribeill, 5,351 options. For outstanding equity award information for Mr. Riggs, Dr. Beetham and Mr. Carr, see “Executive Compensation.”

On April 12, 2024, the Board adopted the Cibus, Inc. Non-Employee Director Compensation Policy. This policy, which is effective for fiscal years commencing with the 2024 fiscal year, provides that each non-employee director will receive an annual cash retainer for service on the Board equal to $60,000, payable in equal semi-annual installments in arrears on July 1 and December 31 of each year (with such amounts prorated for any partial years of service). In addition, additional annual cash retainer amounts will be paid for the following leadership roles on the Board and committees:

Lead director - $25,000

Chair of the Compensation Committee - $12,000

Chair of the Nominating and Corporate Governance Committee - $10,000

Chair of the Audit Committee - $15,000

In addition, this policy provides that each director will receive equity compensation as follows: (1) for directors domiciled in the United States, an option award with a grant date value equal to $90,000, which option award will have a 10-year term and (2) for directors domiciled outside of the United States, the choice to receive either an option award with a grant date value equal to $90,000, which option award will have a 10-year term, or an RSU award with a grant date value equal to $90,000. In each case, these awards, which shall be made on the date of the Company’s annual meeting each year, shall generally vest, subject to the director’s continued service, on the earlier of the first anniversary of the grant date or the date of the Company’s next annual meeting of shareholders following the grant date. Prorated awards will be granted to newly appointed directors who are not initially appointed to the Board at an annual meeting of shareholders.
30

PROPOSAL NO. 2

— APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS


As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act, the Company is asking stockholders to cast a nonbinding, advisory vote to approve the compensation of its named executive officers, as disclosed pursuant to SEC rules, the executive compensation tables and related compensation disclosures included in this Proxy Statement. The advisory resolution below, commonly known as a “say-on-pay” proposal, gives stockholders the opportunity to express their views about the compensation the Company pays to its named executive officers, as described in this Proxy Statement. We hold an annual say-on-pay vote, and the next say-on-pay vote to approve the compensation of our named executive officers is expected to occur at the 2025 annual meeting of stockholders.
The resolution is required by Section 14A of the Exchange Act. The resolution is not intended to indicate your approval of future “golden parachute” payments. We will seek shareholder approval of any “golden parachute” payments at the time of any transaction triggering those payments to the extent required by applicable law.
Cibus’ compensation program is designed to recognize the level of responsibility of an executive within Cibus, taking into account the NEO’s role and expected leadership within Cibus’ organization, and to encourage and reward decisions and actions that have a positive impact on Cibus’ overall performance. Before you vote, please review the section captioned “Executive Compensation” above.
You may vote “FOR” or “AGAINST” the resolution or “ABSTAIN” from voting on the resolution. The result of the say-on-pay proposal will not be binding on the Company or the Board; however, the Board values the views of its stockholders.
We ask you to vote “FOR” the following resolution which will be presented by the Board at the Annual Meeting:
RESOLVED, that the stockholders of Cibus, Inc. approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders.”
If no voting specification is made on a properly returned or voted proxy card, the proxies named on the proxy card will vote “FOR” the approval, on a nonbinding, advisory basis, of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement and described in this say-on-pay proposal.

THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL, ON A NONBINDING, ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.
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Table of Contents
PROPOSAL NO. 3 — RATIFICATION OF SELECTIONAPPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Appointment of Ernst & Young LLP

Ernst & Young LLP (“EY”)BDO USA, P.C.


BDO USA, P.C. (f/k/a BDO USA, LLP) has served as our independent registered public accounting firm since 2015.May 31, 2023. The Audit Committee has approved the engagement of EYBDO USA, P.C. to perform audit and audit-related services with respect to the fiscal year ending December 31, 2022,2024, and the Board has directed that management submit the selection of EYBDO USA, P.C. as Calyxt’sCibus’ independent registered public accounting firm for ratification by the stockholders at the Annual Meeting as part of this Proposal 2.No. 3. The Audit Committee’s selection process includes consideration of the following factors: continuity of experience with our business, internal controls, and technical accounting experience; independence; history of and reputation for thoroughness, accuracy, excellence, and integrity; and reasonableness of fees. In the event the stockholders do not ratify the reappointment of EY,BDO USA, P.C., the Audit Committee will reconsider the selection.

Representatives of EYBDO USA, P.C. will be present at the Annual Meeting. They will be given an opportunity to make a statement, if they desire to do so, and they will be available to respond to appropriate questions after the meeting.


THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Change in Independent Registered Public Accounting Firm

Prior to the completion of the Merger Transactions, Ernst & Young LLP served as the independent registered public accounting firm of Legacy Calyxt. On May 31, 2023, the Audit Committee approved the dismissal of Ernst & Young LLP as its independent registered public accounting firm, effective as of the appointment of BDO USA, P.C. as the independent registered public accounting firm of the Company.

The reports of Ernst & Young LLP on Legacy Calyxt’s consolidated financial statements for the past two fiscal years did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except that Ernst & Young LLP’s report on the consolidated financial statements of Legacy Calyxt as of and for the fiscal year ended December 31, 2022, contained separate paragraphs that stated:

“The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred recurring losses from operations, utilized cash from operations, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.”

“As discussed in Notes 1 and 8 to the consolidated financial statements, the Company changed its method of accounting for leases in 2022 due to the adoption of ASU No. 2016-02, Leases.”

In connection with the audit of Legacy Calyxt’s consolidated financial statements for the fiscal year ended December 31, 2022, and in the subsequent interim period through May 31, 2023, there were (i) no disagreements with Ernst & Young LLP on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures, which disagreements if not resolved to the satisfaction of Ernst & Young LLP, would have caused Ernst & Young LLP to make reference to the matter in its report and (ii) no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

Legacy Calyxt provided Ernst & Young LLP with a copy of the disclosures contained in the Current Report on Form 8-K filed on June 1, 2023, and requested a letter addressed to the SEC stating whether it agrees with the statements contained therein. A copy of that letter, dated May 31, 2023, was filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 1, 2023.

On May 31, 2023, the Audit Committee approved the engagement of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2023. BDO USA, P.C. served as independent registered public accounting firm of Cibus Global prior to the Merger Transactions. During the year ended December 31,
32

2022, and subsequent interim period through May 31, 2023, Legacy Calyxt did not consult with BDO USA, P.C. with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to the Company that BDO USA, P.C. concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any other matter that was the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Pre-Approval of Accounting Services


The Audit Committee has established a policy regarding pre-approval of audit and permissible non-audit services provided by our independent registered public accounting firm. Under that policy, the Audit Committee must approve the services to be rendered and fees to be charged by our independent registered public accounting firm. Unless a type of service has received general pre-approval, it will require specific pre-approval of the Audit Committee if it is to be provided by the independent auditor. The Audit Committee may establish pre-approval fee limits for all services to be provided by the independent accountant. The Audit Committee must then approve, in advance, any services or fees exceeding those pre-approved levels, subject to the de minimis exception set forth in Section 10A(i)(1)(B) of the Exchange Act. The Legacy Calyxt Audit Committee pre-approved all services and fees charged by Ernst & Young LLP as the Company’s independent registered public accounting firm to the Company prior to the completion of the Merger Transactions and in 2022. The Audit Committee pre-approved all services and fees charged by BDO USA, P.C. as the Company’s independent registered public accounting firm to the Company in 2021.

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.

The Audit Committee may further delegate pre-approval authority from time to time to one or more of its other members in its discretion.


Fees Billed by Independent Registered Public Accounting Firm for Fiscal Years 20212023 and 2020

2022


BDO USA, P.C. became the Company’s external auditor effective May 31, 2023, upon the closing of the Merger Transactions. The following table presents aggregate fees (including related expenses) for services rendered by BDO USA, P.C. to the Company, post Merger Transactions, in the fiscal year ended December 31, 2023:
Year Ended
December 31, 2023
Audit Fees$940,566 
Audit-Related Fees— 
Tax Fees (1)
25,000 
All Other Fees— 
Total$965,566 
__________________________________________
(1) Represents work performed in association with Section 382 work.

The following table presents aggregate fees (including related expenses) for services rendered by Ernst & Young LLP to the Company in the fiscal yearsyear ended December 31, 2021, and 2020:

   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    —   
  

 

 

   

 

 

 

Total

  $425,300   $370,000 
  

 

 

   

 

 

 

2022:

(1)
Year Ended
December 31, 2022
Audit Fees

Represents work performed primarily in association with the Company’s issuances of Common Stock under the Company’s Open Market Sale AgreementSM with Jefferies LLC and the Company’s February 2022 underwritten public offering of shares of Common Stock and warrants to purchase Common Stock.

$410,225 
Audit-Related Fees— 
Tax Fees— 
All Other Fees— 
Total$410,225 


33

REPORT OF THE AUDIT COMMITTEE

This report of the Audit Committee is required by the Securities and Exchange Commission (“SEC”SEC) and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933 (the “Securities Act”Securities Act) or under the Securities Exchange Act of 1934 (the “Exchange Act”Exchange Act), except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

The principal purpose of the Audit Committee is to assist the Board in its general oversight of our accounting practices, system of internal controls, audit processes, and financial reporting processes. The Audit Committee is responsible for appointing and retaining our independent auditor and approving the audit and non-audit services to be provided by the independent auditor. The Audit Committee’s function is more fully described in its charter.

Our management is responsible for preparing our financial statements and ensuring they are complete and accurate and prepared in accordance with generally accepted accounting principles. EY,

BDO USA, P.C., our independent registered public accounting firm for 2021,the year ended December 31, 2023, was responsible for performing an independent audit of our consolidated financial statements for the year ended December 31, 2023, and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.

The Audit Committee has reviewed and discussed our audited financial statements for the year ended December 31, 2021,2023, with management and with our independent auditor, EY.BDO USA, P.C. These audited financial statements are included in our Annual Report on Form 10-K for the year ended December 31, 20212023 (“Annual Report”Report).

The Audit Committee has also discussed with EYBDO USA, P.C. the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”PCAOB) and the SEC.

The Audit Committee also has received and reviewed the written disclosures and the letter from EYBDO USA, P.C. required by applicable requirements of the PCAOB regarding EY’sBDO USA, P.C.’s communications with the Audit Committee concerning independence and has discussed with EYBDO USA, P.C. its independence from us.

Based on the review and discussions described above, the Audit Committee recommended to the Board of Directors that the audited financial statements for the year ended December 31, 2023, be included in the Annual Report for filing with the SEC.


THE AUDIT COMMITTEE

Ms. Kimberly K. Nelson

Mr. Mark Finn (Chair)

Mr. Philippe Dumont

Mr. Jonathan B. Fassberg

Ms. Ana Ewa Kozicz-Stankiewicz

Jean-Pierre Lehmann

Dr. Keith Walker

34

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

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”:

Name

Age

Position

Michael A. Carr.

53President & Chief Executive Officer

William F. Koschak

53Chief Financial Officer

Travis J. Frey, Ph.D.

44Chief Technology Officer

Debra Frimerman

42General Counsel and Corporate Secretary

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.

EXECUTIVE COMPENSATION

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 

(1)

Mr. Carr was appointed as Chief Executive Officer effective July 27, 2021.

(2)

Mr. Blome was terminated as Chief Executive Officer effective February 19, 2021.

(3)

Dr. Ribeill served as Executive Chair from February 19, 2021, until August 6, 2021. The amount reported in the “Salary” column for Dr. Ribeill represents his director fees.

(4)

This column reflects, in the case of Mr. Carr, his 2021 sign-on bonus, and, in the case of the other NEOs, annual cash bonus earned for fiscal year 2020. No annual cash bonus was earned by NEOs pursuant to the Company’s 2021 short-term cash incentive plan.

(5)

This column reflects the fair value of restricted stock units (“RSUs”) and, for Mr. Carr, performance stock units (“PSUs”) granted in 2021 and 2020 based on the stock price on the date of grant. These amounts reflect our accounting expense for these awards and do not correspond to the actual value that will be realized by the NEOs. Amounts listed in this column are calculated in accordance with FASB ASC Topic 718, as disclosed in Note 6 “Stock-Based Compensation” to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. The value of Mr. Carr’s PSUs in this column is calculated based on the probable outcome of the performance conditions on the date of grant; the value of such PSUs on the date of grant assuming maximum achievement of performance conditions is $4,110,000. Dr. Ribeill’s stock awards for the year ended 2021 reflects the RSUs received while serving as Executive Chair, plus $79,041 in stock awards associated with his service on our Board of Directors.

(6)

This column reflects the fair value of options granted in 2021 and 2020 based on their grant date fair value calculated in accordance with FASB ASC Topic 718. These amounts reflect our accounting expense for these awards and do not correspond to the actual value that will be realized by the NEOs. The assumptions used in the calculation of the amounts are described in Note 6 “Stock-Based Compensation” to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. The amount listed in this column for Dr. Ribeill reflects the value of options he received in connection with his service on our Board of Directors.

(7)

Mr. Blome’s other compensation for the year ended December 31, 2021, includes severance of $566,643 and $12,274 of matching contributions under our 401k benefit plan. Mr. Blome’s other compensation for the year ended December 31, 2020, includes $11,400 of matching contributions under our 401k benefit plan. Dr. Ribeill’s other compensation for the year ended December 31, 2020, includes option awards valued at $77,659 and director fees of $65,000, which were associated with his time serving on the board of directors rather than as a NEO. Mr. Koschak’s other compensation for the year ended December 31, 2021, and 2020 includes $11,600 and $11,400, respectively, of matching contributions under our 401k benefit plan. Ms. Frimerman’s other compensation for the year ended December 31, 2021, and 2020 includes $11,600 and $11,137, respectively, of matching contributions under our 401k benefit plan.

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

          

(1)

The stock option grant vesting schedule is as follows: (i) 33.3% of the total number of stock options vest on the first anniversary of the grant date; (ii) 33.3% of the total number of stock options vest on the second

anniversary of the grant date and (iii) 33.4% of the total number of stock options vest on the third anniversary of the grant date.
(2)

The stock option grant vesting schedule is as follows: 100% of the total number of stock options vest on the first anniversary of the grant date.

(3)

The stock option grant vesting schedule is as follows: (i) 15% of the total number of stock options vest on the first anniversary of the grant date; (ii) 10% of the total number of stock options vest on the second anniversary of the grant date and (iii) 5% of the total number of stock options vest on the last day of the next 15 quarters.

(4)

For Mr. Carr, his PSUs will vest at a level ranging from 0% to 100% over a performance period of three years from the grant date, dependent on the Company’s share value reaching predetermined performance prices. For Mr. Koschak and Ms. Frimerman, their PSUs will vest at 50%, 75% or 100% of the shares under the award at the end the three-year performance period ending June 27, 2024, based upon increases in the value of our common stock from the starting price of $12.00. The awards vest on a linear basis between vesting percentages during specified periods within the three-year performance period. If vested, the PSUs will be settled in restricted stock with restrictions lapsing on the two-year anniversary of the date of issuance. Number of PSUs unearned and value of unearned PSUs at December 31, 2021 reflect PSU awards at 100% vesting.

(5)

Dr. Ribeill’s options granted on August 21, 2018, are fully vested.

(6)

The RSU grant vesting schedule is as follows: (i) 33.3% of the total number of stock options vest on the first anniversary of the grant date; (ii) 33.3% of the total number of stock options vest on the second anniversary of the grant date and (iii) 33.4% of the total number of stock options vest on the third anniversary of the grant date.

(7)

The RSU grant vesting schedule is as follows: 100% of the total number of stock options vest on the first anniversary of the grant date.

(8)

Value of unvested RSUs and PSUs are based on our closing price per common share of $2.13 on December 31, 2021.

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

during a three-year performance period following the grant date (300,000 shares for a $12.00 price level, an additional 150,000 shares for a $15.00 price level and an additional 150,000 shares for a $20.00 price level) and otherwise have terms substantially similar to those of performance stock units issued under the Omnibus Plan.

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.

DIRECTOR COMPENSATION

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)

   —      —      —      —      —   

(1)

This column reflects the fair value of restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted in 2021 and 2020 based on the stock price on the date of grant. These amounts reflect our accounting expense for these awards and do not correspond to the actual value that will be realized by the NEOs. Amounts listed in this column are calculated in accordance with FASB ASC Topic 718, as disclosed in Note 6 “Stock-Based Compensation” to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.

(2)

This column reflects the fair value of options granted in 2021 based on their grant date fair value calculated in accordance with FASB ASC Topic 718.

(3)

Mr. Carr was appointed to the Board in July 2021 upon joining the Company as its President and Chief Executive Officer. Information for Mr. Carr can be found in the Executive Compensation table.

(4)

Mr. Dumont and Mr. Fassberg each received 7,204 RSUs and options to purchase 10,291 shares of common stock with a grant date of May 27, 2021.

(5)

Ms. Kozicz received 7,204 RSUs and options to purchase 12,761 shares of common stock with a grant date of May 27, 2021.

(6)

Ms. Nelson received 7,204 RSUs and options to purchase 15,231 shares of common stock with a grant date of May 27, 2021.

(7)

Mr. Neugent received 7,204 RSUs and options to purchase 14,408 shares of common stock with a grant date of May 27, 2021. Additionally, Mr. Neugent received 5,000 RSUs with grant date of March 12, 2021.

(8)

Information for Dr. Ribeill can be found in the Executive Compensation table.

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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The following table setstables set forth certain information regarding beneficial ownership of our common stockthe Class A Common Stock and Class B Common Stock as of April 6, 2022,2, 2024, for:

each person whom we know to own beneficially more than 5% of our common stock;

Class A Common Stock and Class B Common Stock;


each director and named executive officer individually; and


all directors and executive officers as a group.


In accordance with the rules of the SEC, beneficial ownership includes voting or investment power with respect to securities and includes the shares that may be acquired within 60 days of the date for which information is presented. Shares that may be acquired within 60 days are deemed outstanding for computing the percentage of the person holding such rights but are not outstanding for purposes of computing the percentage of any other person. The percentagepercentages of beneficial ownership for the following table istables are based on 42,768,16321,622,679 shares of Calyxt common stockClass A Common Stock (including 560,823 restricted shares of Class A Common Stock that remain subject to vesting) for the columns titled “Class A Common Stock” and 3,142,636 shares of Class B Common Stock for the columns titled “Class B Common Stock” outstanding as of April 6, 2022.

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.”

Unless otherwise indicated, the address for each listed director and named executive officer is c/o Calyxt, 2800 MountCibus, Inc., 6455 Nancy Ridge Road, Roseville, MN 55113.Drive, San Diego, CA 92121.
Class A Common StockClass B Common StockClass A Common Stock and Class B Common Stock
Name of Beneficial OwnerNumber
of Shares
Percentage
of
Class
Number
of Shares
Percentage
of
Class
Number
of Shares
Percentage
of
Class
5% Beneficial Owners:
FMR LLC (1)
2,820,99513.1 %*2,820,99513.1 %
New Ventures I (2)
1,143,9495.3 %*1,143,9495.3 %
Jonathan Finn (3)
1,158,5605.4 %12,048*1,170,6085.4 %
JPL Investments SA (4)
1,687,0717.8 %*1,687,0717.8 %
DJG Associated, LLC (5)
23,687*450,05114.3 %473,7382.2 %
Smith Brown, LLC (6)
16,799*305,5599.7 %322,3581.5 %
35

Table of Contents
Class A Common StockClass B Common StockClass A Common Stock and Class B Common Stock
Name of Beneficial OwnerNumber
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)
3,177,67814.7 %1,388,08444.2%4,565,76219.8 %
Peter Beetham, Ph.D. (8)
378,9341.8 %3,503*382,4371.8 %
Greg Gocal, Ph.D. (9)
320,8441.5 %*320,8441.5 %
Mark Finn (10)
1,222,5665.7 %25,396*1,247,9625.8 %
Jean-Pierre Lehmann1,687,0717.8 %*1,687,0717.8 %
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)
7,155,16133.0 %1,440,05745.8%8,595,21849.4 %
___________________________________________
* Less than 1%
(1) Based upon an Amendment No. 1 to Schedule 13G filed by FMR LLC with the SEC on February 9, 2024, in which FMR LLC reports sole voting power over 2,820,752 shares of Class A Common Stock and sole dispositive power over 2,820,995 shares of Class A Common Stock. The address of CellectisFMR LLC is 8, rue de la Croix Jarry, 75013, Paris, France.

   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

As of April 6, 2022, there were no directors or named executive officers that beneficially owned ordinary shares of Cellectis S.A.

*

Represents beneficial ownerships of less than one percent of our outstanding shares of common stock.

(1)

Based upon an Amendment No. 4 to Schedule 13D filed by Cellectis with the SEC on October 16, 2020, in which Cellectis reports sole voting power over 23,963,175 shares and sole dispositive power over 23,963,175 shares.

245 Summer Street, Boston, Massachusetts 02210.

(2)

Based upon an Amendment No. 3 to Schedule 13G filed by FMR LLC and Abigail P. Johnson on February 8, 2022, wherein such reporting persons report sole voting power over 1,307,287 shares and sole dispositive power over 2,811,480 shares. Abigail P. Johnson is a director, the chairman and the chief executive officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. FMR LLC is the parent company of Fidelity Management & Research Company, which carries out the voting of shares owned by various Fidelity funds under written guidelines established by the Fidelity funds’ boards of trustees. The address of Fidelity Management & Research Company is 245 Summer Street, Boston, Massachusetts 02210.

(3)

Includes 1,837,155 shares held by Armistice Capital Master Fund Ltd. (“Master Fund”) and 2,435,384 shares that the Master Fund has the right to acquire upon exercise of outstanding pre-funded warrants within 60 days of April 6, 2022, which warrants are subject to a beneficial ownership limitation that precludes the Master Fund from exercising any portion of them to the extent that, following the exercise, the Master Fund’s ownership of the Company’s common stock would exceed 9.99% of the total number of the Company outstanding shares. The reported securities are directly owned by the Master Fund, a Cayman Islands exempted company, and may be deemed to be indirectly beneficially owned by (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Each of Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Exchange Act, or for any other purpose.

(4)

Includes 40,322 shares of Calyxt common stock that Mr. Dumont has the right to acquire upon the exercise of stock options within 60 days of April 6, 2022, and 7,204 RSUs expected to lapse within 60 days of April 6, 2022.

(5)

Includes 30,377 shares of Calyxt common stock that Mr. Fassberg has the right to acquire upon the exercise of stock options within 60 days of April 6, 2022, and 7,204 RSUs expected to lapse within 60 days of April 6, 2022.

(6)

Includes 41,667 shares of Calyxt common stock that Ms. Kozicz has the right to acquire upon the exercise of stock options within 60 days of April 6, 2022, and 7,204 RSUs expected to lapse within 60 days of April 6, 2022.

(7)

Includes 42,481 shares of Calyxt common stock that Ms. Nelson has the right to acquire upon the exercise of stock options within 60 days of April 6, 2022, and 7,204 RSUs expected to lapse within 60 days of April 6, 2022.

(8)

Includes 35,328 shares of Calyxt common stock that Mr. Neugent has the right to acquire upon the exercise of stock options within 60 days of April 6, 2022, and 7,204 RSUs expected to lapse within 60 days of April 6, 2022.

(9)

Includes 201,999 shares of Calyxt common stock that Dr. Ribeill has the right to acquire upon the exercise of stock options within 60 days of April 6, 2022, and 18,730 RSUs expected to lapse within 60 days of April 6, 2022.

(10)

Includes 75,666 shares of Calyxt common stock that Ms. Frimerman has the right to acquire upon the exercise of stock options within 60 days of April 6, 2022.

(11)

Includes 126,332 shares of Calyxt common stock that Mr. Koschak has the right to acquire upon the exercise of stock options within 60 days of April 6, 2022.

(12)

Calyxt amounts include 668,338 shares of Calyxt common stock the directors and current executive officers have the right to acquire upon the exercise of options exercisable within 60 days of April 6, 2022. Calyxt amounts also include 54,750 RSUs expected to lapse within 60 days of April 6, 2022.

(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.

(5) Based upon written representations by DJG Associated, LLC as of October 13, 2023, DJG Associated, LLC is controlled by Andrew J. Guff, who has sole voting and investment power over the securities DJG Associated, LLC beneficially owns. The address of DJG Associated, LLC is c/o Andrew Guff, 62 Vineyard Lane, Greenwich, Connecticut, 06831.
(6) Based upon written representations by Smith Brown, LLC as of October 13, 2023, Smith Brown, LLC is controlled by its manager, Mary K. Ford, who has sole voting and investment power over the securities Smith Brown, LLC beneficially owns. The address of Smith Brown, LLC is c/o Mary K. Ford, 10 South Ram Island Drive, PO Box 179, Shelter Island, New York 11964.
(7) Includes (i) 50,000 shares of pre-funded warrants (the “Pre-Funded Warrants”) outstanding and exercisable, subject to an ownership limitation such that the holder may not exercise any Pre-Funded Warrant if such exercise would cause the holder to beneficially own more than 19.99% of the Class A Common Stock or the combined voting power of the Company’s securities outstanding immediately after giving effect to the exercise (the “Ownership Limitation”), (ii) 5,401 shares of Class A Common Stock held in joint tenancy with Mr. Riggs' sibling, Robin Riggs, (iii) 20,974 shares of Class A Common Stock held by Mr. Riggs' spouse, Margaret Crotty, (iv) 2,916 shares of Class A Common Stock and 20,891 shares of Class B Common Stock held indirectly by Mr. Riggs through the Rory Riggs Family Trust and (v) 123,232 shares of restricted Class A Common Stock, which remain subject to vesting. Includes shares pledged by Mr. Riggs as collateral to secure certain personal indebtedness pursuant to an exception to the Company’s insider trading policy granted by the Board—specifically, 1,579,417 shares of Class A Common Stock and 5,967 shares of Class B
36

Common Stock, which correspond to shares issued to Mr. Riggs in conjunction with the completion of the Merger Transactions in exchange for approximately 7,900,000 Cibus Global units owned by Mr. Riggs and pledged by Mr. Riggs prior to the completion of the Merger Transactions.
(8) Includes 53,116 shares of restricted Class A Common Stock, which remain subject to vesting.
(9) Includes 48,139 shares of restricted Class A Common Stock, which remain subject to vesting.
(10) Includes (i) 13,405 shares of Class A Common Stock and 12,048 shares of Class B Common Stock held of record by Delta III Partners, LLC, for which Mark Finn serves as one of two managing members and (ii) 1,143,949 shares of Class A Common Stock held of record by 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, for which Mark Finn serves as one of two managing members. Mark Finn holds direct voting and dispositive power over the shares held by the funds managed by BV Partners, LLC. Mark Finn disclaims beneficial ownership of the shares held by such private funds except to the extent of his pecuniary interest therein.
(11) Number of shares held by Mr. Carr, Dr. Frey and Ms. Frimerman are based on information known by the Company as of the Exit Form 4 filed on June 2, 2023.
(12) Includes (i) 50,000 shares of Pre-Funded Warrants outstanding and exercisable, subject to the Ownership Limitation and (ii) 298,879 shares of restricted Class A Common Stock, which remain subject to vesting.

37

DELINQUENT SECTION 16(a) REPORTS


Section 16(a) of the Exchange Act requires our directors and officers and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC, and to furnish us with copies of the reports. Specific due dates for these reports are prescribed by SEC rules and we are required to report in this Proxy Statement any failure by directors, officers, or 10% holders to file such reports on a timely basis. Based on our review of such reports and written representations from our directors and officers, we believe that all such filing requirements were timely met during 2021,2023, except thatthat:

Messrs. Carr and Koschak, Dr. Frey, Ms. Frimerman Mr. Neugent, and Mr. Koschakcertain members of the Legacy Calyxt Board were each late in filing a Form 4 to report the grantmaterial modifications of RSUs andoutstanding stock options on March 12, 2021.1, 2023. Form 4s were subsequently filed on June 2, 2023, to report, in the case of Mr. Carr, four transactions, and in the case of each of Mr. Koschak, Dr. Frey and Ms. Frimerman, six transactions. Form 4s were subsequently filed on June 1, 2023, to report six transactions for each of Messrs. Dumont, Fassberg and Neugent, Mmes. Nelson and Kozicz, and Dr. Ribeill.

Mark Finn was late in reporting certain holdings received as consideration in connection with the closing of the Merger Transactions on May 31, 2023. A Form 4/A was subsequently filed to report these six transactions on March 28, 2022.

June 12, 2023.


Jonathan Finn was late in reporting holdings received as consideration in connection with the closing of the Merger Transactions on May 31, 2023. A Form 4 was subsequently filed to report these eight transactions on June 14, 2023.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In addition to the named executive officer and director compensation arrangements discussed in “Executive Compensation” above, we describe below transactions and series of similar transactions since the beginning of our 20212023 fiscal year and currently proposed transactions, to which we were a party or will be a party, in which:

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.

Other than as described below, there have not been, nor are there any currently proposed, transactions or series of similar transactions meeting these criteria to which we have been or will be a party other than compensation arrangements, which are described where required under “Executive Compensation.”


Cibus Transactions

Warrant Transfer and Exchange Agreement

In December 2014, Cibus Global entered into the Warrant Transfer and Exchange Agreement (the “Warrant Exchange Agreement”) with certain seller parties and Rory Riggs, as representative of the seller parties (the “seller representative”). In connection with two series of financings between November 2013 and December 2014, Cibus Global issued to certain investors (the “investors”) four tranches of warrants to purchase convertible preferred membership interest units in Cibus Global (collectively, the “warrants”). The Warrant Exchange Agreement granted each investor the right to sell some or all of its respective warrants to Cibus Global in exchange for an interest in certain future revenues of Cibus Global. The warrants were fully exchanged in 2014 and 2015.

The investors sold the warrants in exchange for ongoing quarterly payments (each, a “warrant purchase payment”) equal to a portion of Cibus Global’s aggregate amount of certain worldwide revenues (the “subject revenues”) received during such quarter. The aggregate portion payable to the investors each quarter is the product of the subject revenues and a percentage, which is capped at 10%. Subject revenues broadly include all cash attributable to product sales, license fees, sublicense payments, distribution fees, milestones, maintenance payments, royalties and distributions to Cibus Global, subject to certain exceptions. The Company assumed the ongoing warrant purchase payment obligations (the “Royalty Liability”) as part of the Merger Transactions.

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The warrant purchase payments are due to the investors within 45 calendar days after the end of each calendar quarter. Any payments made after such 45-day period are subject to a late fee of 4% over the prime rate. Warrant purchase payments will commence in the first quarter in which the aggregate subject revenues during any consecutive 12-month period equals or exceeds $50.0 million, at which point Cibus Global will be obligated to pay all aggregated but unpaid payments under the Warrant Exchange Agreement. Further, Cibus Global is subject to ongoing reporting requirements under the Warrant Exchange Agreement, including delivery to the seller representative of (i) an annual report following the end of each calendar year and (ii) copies of written notices or correspondence with any counterparty to an in-license relating to RTDS that could reasonably be expected to adversely affect the warrant purchase payments.

The Warrant Exchange Agreement has an initial term of 30 years following the date on which the first warrant purchase payment becomes due and payable. The investors have the option to renew the Warrant Exchange Agreement for an additional 30-year term after expiration of the initial term upon delivery by the seller representative of written notice to Cibus Global and payment of $100.

Payments to the investors under the Warrant Exchange Agreement are secured by a senior security interest in certain Cibus Global collateral pursuant to an Intellectual Property Security Agreement (the “IP Security Agreement”). See “—Intellectual Property Security Agreement.”

Investors entitled to payments, including through entities controlled by them, pursuant to the Warrant Exchange Agreement include the following directors and executive officers: Messrs. Lehmann and Riggs and Drs. Beetham, Gocal, Prante and Walker.

Intellectual Property Security Agreement

In connection with the Warrant Exchange Agreement, Cibus Global and certain related entities (collectively, the “grantors”) entered into the IP Security Agreement with the seller representative. Pursuant to the IP Security Agreement, the grantors granted the seller representative a continuing security interest in certain intellectual property of the grantors (the “collateral”) to secure the payment and performance of Cibus Global’s obligations under the Warrant Exchange Agreement. The collateral includes any and all of the grantors’ respective copyrights, patents, trademarks, trade secrets, claims for damages from infringement of any of the proceeding rights, licenses and all cash and non-cash proceeds and products of the foregoing.

No lien is permitted to exist on the collateral, except for permitted licenses in accordance with the Warrant Exchange Agreement, certain permitted liens and security interests subordinated to the security interests granted by the IP Security Agreement.

Participation in Registered Direct Offering

On December 11, 2023, the Company entered into an underwriting agreement with Stifel, Nicolaus & Company, Incorporated, and Canaccord Genuity LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell 2,106,723 shares (the “Shares”) of its Class A Common Stock, and, in lieu of Class A Common Stock to Rory Riggs, the Company’s Chief Executive Officer and Chairman, Pre-Funded Warrants to purchase 50,000 shares of Class A Common Stock to the Underwriters in an underwritten registered direct offering (the “Offering”). The offering price for each share of Class A Common Stock in the Offering was $9.00 per Share, except for shares of Class A Common Stock purchased by Rory Riggs, which were offered at a price of $10.58 per Share and $10.57 per Pre-Funded Warrant. The Pre-Funded Warrants are immediately exercisable until fully exercised at an exercise price of $0.01 per share, subject to an ownership limitation, for an aggregate purchase price of $0.5 million. On December 14, 2023, the Offering closed. The Company received net proceeds of approximately $18.6 million, after deducting the underwriting discounts and commissions and other offering expenses payable by the Company.

Binding Term Sheet

On October 20, 2023, the Company entered into a binding term sheet (“Binding Term Sheet”) with Rory Riggs, the Company’s Chief Executive Officer and Chairman. Pursuant to the Binding Term Sheet, Mr. Riggs had agreed to make available to the Company a line of credit (the “Loan”) in the aggregate principal amount of $5,000,000 (the “Loan Amount”), bearing a simple interest at a rate of 12% per annum and repayable at maturity on January 1, 2026. The commencement date Cibus could make draws against the Loan Amount was January 1, 2024. Upon the closing of the
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Offering on December 14, 2023, the Loan automatically terminated in accordance with its terms. Because the Loan terminated in accordance with its terms prior to any draws on the Loan Amount, no amounts of principal or interest were outstanding or paid.

Employment Relationship

As of the date of this Proxy Statement, Andrew Walker serves as Vice President, Production and leads the gene editing Production Operations team that is responsible for implementing the Cibus Trait Machine™. Andrew Walker is the son of Keith Walker, one of the Company’s directors. Andrew Walker received total compensation of $218,739 comprised solely of salary in fiscal year 2023.

Legacy Calyxt Transactions

Relationship with Cellectis


Prior to the completion of ourLegacy Calyxt’s initial public offering, we were a wholly owned subsidiary of Cellectis. As of April 6, 2022, Cellectis owned approximately 56.03% of our common stock.

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.


Amended Cellectis License

On May 31, 2023, the Company entered into the First Amendment to the License Services Agreement, which Cellectisamends the License Agreement, dated July 25, 2017, between Legacy Calyxt and Cellectis Inc. provide(as amended, the “Amended Cellectis License”).

Under the Amended Cellectis License, Cellectis grants to the Company an exclusive worldwide, perpetual license, with the right to sublicense certain services to us, including certain general management, finance, investor relations, communication, legal, intellectual property human resources and information technology services. In consideration for such services, we pay certain fees, consisting of reimbursement of all costs and expenses reasonably incurredlicensable by Cellectis and Cellectis, Inc. in connection with the provision of such services, payment of a mark-up, ranging between zero and 10%, corresponding to a percentage of certain of the costs and expenses, and reimbursement of certain subcontracting costs and expenses.

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.


In consideration for the license from Cellectis, we arethe Company is required to pay to Cellectis, on a product-by-product and country-by-country basis, a royalty of three percent3% of net sales less certain items as defined including costs for grain and seed of any products that are covered byin the patents licensed from Cellectis.Amended Cellectis License. In addition, we arethe Company is required to pay Cellectis 30 percent30% of revenue we receive for sublicensing our rights under the agreement to third parties. Our payment obligations to Cellectis will expire upon the expiration of the last-to-expire valid claim of the patents licensed to us by Cellectis.


The foregoing description of the Amended Cellectis License does not purport to be complete and is qualified in its entirety by the full text of the Amended Cellectis License, which is filed as an exhibit to our Annual Report on Form 10-K, filed with the SEC on March 21, 2024.

During the year ended December 31, 2021, Calyxt2023, the Company incurred expenses related to the stated license agreements withAmended Cellectis License in the amount of $0.2 million.


Lease Guarantee and Indemnification
Cellectis has guaranteed the lease agreement for the Company’s Roseville, Minnesota facility. Cellectis’ guarantee of the Company’s obligations under the lease will terminate at the end of the second consecutive calendar year in which the Company’s tangible net worth exceeds $300 million. The Company agreed to indemnify Cellectis for any obligations incurred by Cellectis under its guaranty of the obligations under the lease, effective upon Cellectis’ ownership falling to 50% or less of the Company’s outstanding common stock. This indemnification obligation was triggered in October 2022.

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Indemnification Agreements

Our Board has adopted a policy to enter into indemnification agreements with each of our directors and officers. Such indemnification agreements and our Amended Certificate of Incorporation and bylaws will require us, subject to certain exceptions, to indemnify and hold harmless our directors and officers to the fullest extent permitted by Delaware law.


Policy Concerning Related Person Transactions


We maintain a written related person transaction approval policy, for the review of any transaction, arrangement, or relationship in which we are a participant, if the amount involved exceeds $100,000$120,000 and one of our executive officers, directors, director nominees, or beneficial holders of more than 5% of our total equity (or their immediate family members), each of whom we refer to as a related person, has a direct or indirect material interest. This policy was not in effect when wefor transactions entered into prior to the management, stockholders, or license agreements with CellectisMerger Transactions described above.

above under “—Cibus Transactions.” Transactions entered into following the Merger Transactions were approved under this policy.

Each of the agreements between us and Cellectis that were entered into in connection with our initial public offering,described above under “—Cibus Transactions” and any transactions contemplated thereby, were and will be deemed approved under and not subject to the terms of such policy. Any future amendment to such agreements would be subject to our related person transaction approval policy. If a related person other than Cellectis and its affiliates, proposes to enter into such a transaction, arrangement, or relationship, which we refer to as a related person transaction, the related person must report the proposed related person transaction to the General Counsel, who will present the proposed related party transaction to the Audit Committee. The policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by the Audit Committee. If the proposed related person transaction involves related persons constituting a majority of the members of the Audit Committee, such review will be undertaken by the disinterested members of the board who are also independent directors (each such body, as applicable, referred to as the “Committee”Committee for the purpose of this paragraph)section).

In approving or rejecting such proposed transactions, the Committee will be required to consider relevant facts and circumstances. The Committee will approve only those transactions that, considering known circumstances, are deemed to be in our best interests. If any member of the Committee is not a disinterested person with respect to the related person transaction under review, that member will be excluded from the review and approval or rejection of such related person transaction; provided, however, that such Committee member may be counted in determining the presence of a quorum at the meeting of the Committee at which such transaction is considered. If we become aware of an existing related person transaction which has not been approved under the policy, the matter will be referred to the Committee. The Committee will evaluate all options available, including ratification, revision, or termination of such transaction.

DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS

A number of brokers with account holders who are Calyxt,Cibus, Inc. stockholders will be “householding” our proxy materials. A single Notice of Internet Availability or, if requested, set of proxy materials or Annual Report may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice of Internet Availability and/or separate proxy statementProxy Statement and Annual Report, please notify your broker and direct your written request to Calyxt,Cibus, Inc., 2800 Mount6455 Nancy Ridge Road, Roseville, MN 55113,Drive, San Diego, CA 92121, Attn: Secretary, or call (651) 683-2807.(858) 450-0008. The Company undertakes to deliver promptly to a stockholder upon such written or oral request a separate Notice of Internet Availability, and, if requested, set of proxy materials or Annual Report. Stockholders who currently receive multiple copies of the proxy materials at their address and would like to request “householding” of their communications should contact their broker.

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OTHER MATTERS

The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.

By Order of the Board of Directors
/s/ Rory Riggs
/s/ Michael A. Carr
President & Chief Executive Officer and Chairman
Roseville, MinnesotaSan Diego, California
Dated: April 19, 2024

Dated:                 , 2022



APPENDIX A

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:

(1)

The name of the Corporation is Calyxt, Inc (the “Corporation”).

(2)

The Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on July 25, 2017.

(3)

Pursuant to and in accordance with Section 242 of the General Corporation Law of the State of Delaware, this Certificate of Amendment hereby further amends the provisions of the Amended and Restated Certificate of Incorporation of the Corporation to amend and restate in its entirety Section 1 of Article 4 as follows:

“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.”

(4)

This Certificate of Amendment shall become effective as of [                ] at [a.m./p.m.].

(5)

This Certificate of Amendment was duly proposed and adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware and the affirmative vote of the holders of a majority of the Corporation’s outstanding stock entitled to vote thereon.

* * * * *

1

To be a whole number of shares of Calyxt’s Common Stock between and including 2 and 10. If the reverse stock split proposal is approved by stockholders, the Certificate of Amendment filed with the Secretary of State of the State of Delaware will include only that reverse stock split ratio determined by Calyxt’s Board of Directors to be in the best interests of Calyxt and its stockholders.


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                     .

Contents
CALYXT,
CIBUS INC_V_PRXY_GT20_P06600_24(#78574) - CC.jpg
BROADRIDGE CORPORATE ISSUER SOLUTIONS
C/O CIBUS, INC.
P.O. BOX 1342
BRENTWOOD, NY 11717
By:
Name:
Title:
Img 3.jpg
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.


LOGO

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-P06600KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY CALYXT, INC.Proposals
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.
ForAgainstAbstain
1a. Rory Riggsooo
1b. Peter Beethamooo
1c. Mark Finnooo
1d. Jean-Pierre Lehmannooo
1e. Gerhard Pranteooo
1f. Keith Walkerooo
ForAgainstAbstain
2.To approve, on an advisory basis, the compensation of the company’s Named Executive Officers.
ooo
3. Ratification of the appointment of BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2024.ooo
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]DateSignature (Joint Owners)Date


Table of Directors recommends a vote FOR all the nominees listed, FOR Proposal 2 and FOR Proposal 3. 1. Election of Directors: To elect 8 directors for one year and until their successors have been elected and qualified. 1a. Dr. Yves Ribeill 1b. Mr. Laurent Arthaud 1c. Mr. Michael A. Carr 1d. Mr. Philippe Dumont 1e. Mr. Jonathan Fassberg 1f. Ms. Anna Ewa Kozicz-Stankiewicz 1g. Ms. Kimberly Nelson 1h. Mr. Christopher Neugent 2. Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. Approval of the Amendment to the Amended and Restated Articles of Incorporation to enable a Reverse Stock Split at the Discretion of the Board of Directors. 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 For Withhold for Against Abstain

Contents


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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement, Annual Report and Form 10-K are available at www.proxyvote.com. Calyxt, Inc. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF STOCKHOLDERS June 1, 2022 The undersigned hereby appoints Michael A. Carr, William Koschak and Debra Frimerman, 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 Calyxt, Inc. to be held on June 1, 2022 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 FOR the election of the Board of Directors, FOR Proposal 2 and FOR Proposal 3. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE CONTINUED AND TO BE SIGNED ON REVERSE SIDE D78050-P70692

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