Filed Pursuant to Rule 424(b)(2)
Registration Statement No.
333-233231
PROSPECTUS
SUPPLEMENT
To Prospectus, dated September 16, 2019
3,880,000 Shares of Common Stock
Pre-Funded Warrants to Purchase 3,880,000 Shares of Common Stock
Warrants to Purchase 7,760,000 Shares of Common Stock
Calyxt is
offering (i) 3,880,000 shares of its common stock, $0.0001 par value per share, (ii) pre-funded warrants to purchase 3,880,000 shares of its common stock (each a Pre-Funded Warrant and collectively, the Pre-Funded Warrants)
and (iii) accompanying warrants to purchase 7,760,000 shares of its common stock (each a Common Warrant and collectively, the Common Warrants, and, together with the Pre-Funded Warrants, the Warrants), in
combinations of one share of common stock and one Common Warrant or one Pre-Funded Warrant and one Common Warrant, pursuant to this prospectus supplement and the accompanying prospectus.
Each share of common stock is being sold together with an accompanying Common Warrant to purchase one share of common stock. The shares of
common stock and the accompanying Common Warrants will be issued separately but can only be purchased together in this offering. The combined offering price for each share of common stock and the accompanying Common Warrant is $1.41.
Each Pre-Funded Warrant is being sold together with an accompanying Common Warrant to purchase one share of common stock. The Pre-Funded
Warrants are being offered separately from the Common Stock and will be issued separately from the accompanying Common Warrants, but the Pre-Funded Warrants and accompanying Common Warrants can only be purchased together in this offering. The
combined offering price for each Pre-Funded Warrant and the accompanying Warrants is $1.4099.
The Pre-Funded Warrants will not have an
expiration date and will be exercisable immediately. The exercise price for the Pre-Funded Warrants will be equal to $0.0001.
The Common
Warrants will have a term of five years from the date such Common Warrants are first exercisable. The Common Warrants are exercisable commencing on the date six months after the date of issuance. The exercise price for the warrants initially will be
$1.41 per share, and will be subject to adjustments as described herein.
Calyxts common stock is listed on the Nasdaq Global Market
under the symbol CLXT. On February 16, 2022, the last reported sale price of Calyxts common stock on the Nasdaq Global Market was $1.45 per share.
There is no established public trading market for the Warrants, and Calyxt does not expect a market to develop. In addition, Calyxt does not
intend to apply for the listing of the Warrants on any national securities exchange or other nationally recognized trading system. Without an active trading market, Calyxt expects the liquidity of the Warrants will be limited.
Investing in Calyxts securities involves a high degree of risk. Before making an investment decision, please read the information in
the section titled Risk Factors beginning on page S-5 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement and
the accompanying prospectus.
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Per Share and Accompanying Common Warrant |
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Per Pre-Funded Warrant and Accompanying Common Warrant |
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Total |
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Offering price |
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$ |
1.41 |
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$ |
1.4099 |
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$ |
10,941,212 |
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Underwriting discounts (1) |
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$ |
0.0705 |
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$ |
0.0705 |
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$ |
547,061 |
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Proceeds, before expenses, to Calyxt (2) |
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$ |
1.3395 |
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$ |
1.3394 |
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$ |
10,394,151 |
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(1) |
In addition to underwriting discounts, Calyxt has agreed to reimburse the underwriter for certain expenses. See
Underwriting beginning on page S-47 of this prospectus supplement for additional information regarding total underwriter compensation. |
(2) |
Does not give effect to any exercise of the Warrants being issued in this offering. |
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
Delivery of the securities offered hereby is expected to be made on or about February 23, 2022, subject to the satisfaction of certain closing
conditions.
The date of this prospectus supplement is February 17, 2022.