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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Calyxt Inc | NASDAQ:CLXT | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 6.30 | 6.30 | 7.00 | 0 | 01:00:00 |
As filed with the Securities and Exchange Commission on May 9, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Calyxt, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 27-1967997 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
2800 Mount Ridge Road
Roseville, MN 55113
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Calyxt, Inc. 2017 Omnibus Incentive Plan
(Full title of the plan)
James A. Blome
Chief Executive Officer
2800 Mount Ridge Road
Roseville, MN 55113
(Name and Address of Agent for Services)
(651) 683-2807
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Boris Dolgonos Peter E. Devlin Jones Day 250 Vesey Street New York, NY 10281 (212) 326-3939 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
||||
Common Stock, $0.0001 par value, to be issued under the Omnibus Plan |
2,832,445 (2) | $15.20 (3) | $43,053,164 | $5,218.04 | ||||
|
(1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act ), this registration statement shall also cover any additional shares of the Registrants common stock, $0.0001 par value per share (Common Stock) that become issuable under the 2017 Omnibus Incentive Plan (the Omnibus Plan) by reason of any stock dividend, stock split, recapitalization or similar transactions. |
(2) |
Represents additional shares of Common Stock previously authorized for issuance under the evergreen provision of the Omnibus Plan. |
(3) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act, based upon the average of the high and low prices of the registrants common stock as reported on the NASDAQ Global Market on May 6, 2019. |
REGISTRATION OF ADDITIONAL SECURITIES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E to Form S-8, this Registration Statement is being filed for the purpose of registering an additional 2,832,445 shares of the Registrants Common Stock authorized for issuance under the Registrants 2017 Omnibus Incentive Plan, which is the same class as the securities previously registered on an effective Form S-8 filed with the Securities and Exchange Commission on July 20, 2017 (File No. 333-219382) (the 2017 Registration Statement), and the contents of the 2017 Registration Statement are incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Securities and Exchange Commission (the Commission) are incorporated by reference into this Registration Statement:
(a) Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Commission on March 12, 2019 (including the information in Part III incorporated therein by reference from our Definitive Proxy Statement on Schedule 14A filed with the Commission on April 22, 2019);
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed with the Commission on May 8, 2019;
(c) Current Reports on Form 8-K filed with the Commission on January 3, 2019 , January 24, 2019 , February 20, 2019 and February 26, 2019 ; and
(d) the description of our common stock contained in the Registration Statement on Form 8-A filed with the Commission on July 20, 2017, including any amendment or report filed for the purpose of updating such description.
In addition, all other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such reports or documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any subsequently filed document that also is deemed to be incorporated by reference herein), modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roseville, State of Minnesota, on May 9, 2019.
Calyxt, Inc. | ||
By: |
/s/ James A. Blome |
|
Name: | James A. Blome | |
Title: | Chief Executive Officer |
The undersigned directors and officers of Calyxt, Inc. hereby appoint each of James A. Blome, William F. Koschak and Debra H. Frimerman as attorneys-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-8 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on May 9, 2019.
Signature |
Title |
Date |
||
/s/ James A. Blome |
Chief Executive Officer | |||
James A. Blome | (Principal Executive Officer) | May 9, 2019 | ||
/s/ William F. Koschak William F. Koschak |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
May 9, 2019 | ||
/s/ André Choulika |
Chairman & Director | May 9, 2019 | ||
André Choulika | ||||
/s/ Laurent Arthaud |
Director | May 9, 2019 | ||
Laurent Arthaud | ||||
/s/ Phillippe Dumont |
Director | May 9, 2019 | ||
Phillippe Dumont | ||||
/s/ Jonathan Fassberg |
Director | May 9, 2019 | ||
Jonathan Fassberg | ||||
/s/ Alain Godard |
Director | May 9, 2019 | ||
Alain Godard | ||||
/s/ Anna Ewa Kozicz-Stankiewicz |
Director | May 9, 2019 | ||
Anna Ewa Kozicz-Stankiewicz | ||||
/s/ Kimberly Nelson |
Director | May 9, 2019 | ||
Kimberly Nelson | ||||
/s/ Christopher J. Neugent |
Director | May 9, 2019 | ||
Christopher J. Neugent | ||||
/s/ Yves Joseph Ribeill |
Director | May 9, 2019 | ||
Yves Joseph Ribeill |
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