On May 20, 2022, Calyxt, Inc. filed a Current Report on Form
8-K including the disclosure below that updates certain information included in the Companys proxy statement for its 2022 annual meeting of stockholders, to be held on June 1, 2022.
The disclosure from the Current Report on Form 8-K is as follows:
Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
|
On May 17, 2022, Calyxt, Inc. (the Company) received a written notice (the Notice) from the Listing
Qualifications Department of The Nasdaq Stock Market LLC (Nasdaq) that the Company is not in compliance with the requirement to maintain a minimum closing bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5450(a)(1)
(the Bid Price Requirement), because the closing bid price of the Companys common stock, par value $0.0001 per share (the Common Stock), was below $1.00 per share for 30 consecutive business days. The Notice does not
impact the listing of the Common Stock on the Nasdaq Global Market at this time.
The Notice provided that, in accordance with Nasdaq Listing Rule
5810(c)(3)(A), the Company has a period of 180 calendar days from the date of the Notice, or until November 14, 2022, to regain compliance with the Bid Price Requirement. During this period, the Common Stock will continue to trade on the Nasdaq
Global Market. If at any time before November 14, 2022 the bid price of the Common Stock closes at or above $1.00 per share for a minimum of ten consecutive trading days, Nasdaq will provide written notification that the Company has achieved
compliance with the Bid Price Requirement and the matter will be closed, unless Nasdaq exercises its discretion to extend the ten-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H).
At the Companys 2022 annual meeting of stockholders to be held on June 1, 2022, the Company is seeking approval from its stockholders of an
amendment to its amended and restated certificate of incorporation to effect a reverse stock split of the Companys shares of common stock at a ratio not less than
2-to-1 and not greater than 10-to-1, with the exact ratio set within that range at the
discretion of the Companys board of directors before April 1, 2024 without further approval or authorization of the Companys stockholders (the Reverse Stock Split Proposal). There can be no assurance that the
Companys stockholders will approve the Reverse Stock Split Proposal or that the reverse stock split, if implemented, will increase the market price of the Companys common stock in proportion to the reduction in the number of shares of
the Companys common stock outstanding before the reverse stock split or result in a permanent increase in the market price. Further information regarding the Reverse Stock Split Proposal, including certain risks associated therewith, is
included in the Companys definitive proxy statement on Schedule 14A filed with the SEC on April 19, 2022 (the Proxy Statement).
In
the event the Company does not regain compliance by November 14, 2022, the Company may be eligible for an additional 180 calendar day period to regain compliance. To qualify, the Company would need to apply to transfer the listing of the Common
Stock to The Nasdaq Capital Market and would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the Bid Price Requirement.
The Company would also be required to provide written notice to Nasdaq of its intent to cure the deficiency during this second compliance period by effecting a reverse stock split, if necessary. If it appears to the Nasdaq staff that the Company
will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq would provide notice to the Company that its Common Stock would be subject to delisting. At that time, the Company may appeal the Nasdaq staffs
delisting determination to a Nasdaq Hearing Panel (the Panel). The Company expects that its Common Stock would remain listed pending the Panels decision. In such event, there can be no assurance that such an appeal would be
successful.
The Company intends to actively monitor the closing bid price of its Common Stock and will evaluate available options, including implementing
a reverse stock split, if the Reverse Stock Split Proposal is approved, to regain compliance with the Minimum Bid Requirement. However, there can be no assurance that the Company will be able to regain compliance with the Bid Price Requirement or
maintain compliance with any of the other Nasdaq continued listing requirements.