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Table of Contents
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
10-Q
 
 
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2022;
or
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
                
to
                
Commission file number
001-38161
 

 
 
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
 
55113-1127
(Address of principal executive offices)
 
(Zip Code)
(651)
683-2807
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
 
 
Securities registered pursuant to Section 12(b) of the Act.
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common Stock (0.0001 par value)   CLXT   The NASDAQ Global Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, 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 13(a) of the Exchange Act.  
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act).  ☐  Yes      No
As of
August 3
, 2022, there were 46,792,093 shares of common stock, $0.0001 par value per share, outstanding.
 
 
 

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Table of Contents
Terms
When the terms the “Company” or “its” are used in this report, unless the context otherwise requires, those terms are being used to refer to Calyxt, Inc. When the term “Cellectis,” is used, it is being used to refer to Cellectis S.A., the Company’s majority stockholder. Cellectis is a clinical-stage biotechnology company employing its core proprietary technologies to develop
best-in-class
products in the field of immuno-oncology.
The Company owns the names PlantSpring, BioFactory, Plant Cell Matrix, and the abbreviation PCM. The Company also owns the trademarks Calyxt
®
and Calyno
®
and owns or licenses other trademarks, trade names, and service marks appearing in this Quarterly Report on Form
10-Q.
The names and trademarks Cellectis
®
and TALEN
®
, along with any other trademarks, trade names, and service marks of Cellectis appearing in the Company’s Annual Report on Form
10-K
are the property of Cellectis. This Quarterly Report on Form
10-Q
may 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.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form
10-Q
contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). The Company may also make forward-looking statements in other reports filed with the Securities and Exchange Commission (SEC), in materials delivered to stockholders, and in press releases. In addition, the Company’s representatives may from time to time make oral forward-looking statements.
The Company has made these forward-looking statements in reliance on the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking words such as “anticipates,” “believes,” “continue,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “predicts,” “projects,” “should,” “targets,” “will,” or the negative of these terms and other similar terminology. Forward-looking statements in this report include statements about the Company’s future financial performance, including its cash runway; its product pipeline and development; its business model and strategies for the development, commercialization and sales of commercial products; commercial demand for its synthetic biology solutions; the development and deployment of its PlantSpring technology platform; its ability to deploy and leverage its artificial intelligence and machine learning (AIML) capabilities; the ability to scale production capability for its BioFactory production system; potential development agreements, partnerships, customer relationships, and licensing arrangements and their contribution to its financial results, cash usage, and growth strategies; the potential impact of the
COVID-19
pandemic on its business and operating results; and anticipated trends in its business. These and other forward-looking statements are predictions and projections about future events and trends based on the Company’s current expectations, objectives, and intentions and are premised on current assumptions. The Company’s actual results, level of activity, performance, or achievements could be materially different than those expressed, implied, or anticipated by forward-looking statements due to a variety of factors, including, but not limited to: the impact of increased competition, including competition from a broader array of synthetic biology companies; competition for customers, partners, and licensees and the successful execution of development and licensing agreements; disruptions at its key facilities, including disruptions impacting its BioFactory production system; flaws in AIML algorithms, insufficiency of data inputs required by such algorithms, and human error in interacting with AIML; changes in customer preferences and market acceptance of its products; changes in market consensus as to what attributes are required for a product to be considered “sustainable”; the impact of adverse events during development, including unsuccessful pilot production of plant-based chemistries or field trials; the impact of improper handling of its product candidates during development; failures by third-party contractors; inaccurate demand forecasting or milestone and royalty payment projections; the effectiveness of commercialization efforts by commercial partners or licensees; disruptions to supply chains, including raw material inputs for its BioFactory; the impact of changes or increases in oversight and regulation; disputes or challenges regarding intellectual property; proliferation and continuous evolution of new technologies; management changes; changes in macroeconomic and market conditions, including inflation, supply chain constraints, and rising interest rates; dislocations in the capital markets; the severity and duration of the evolving
COVID-19
pandemic and the resulting impact on macro-economic conditions; and other important factors discussed in Part I, Item 1A, “Risk Factors” in the Company’s filings with the SEC, included in Part I, Item 1A of its Annual Report on Form
10-K
for the year ended December 31, 2021, which was filed with the SEC on March 3, 2022 (its Annual Report) and its subsequent reports on Forms
10-Q
and
8-K
filed with the SEC.
Any forward-looking statements made by the Company in this Quarterly Report on Form
10-Q
are based only on currently available information and speak only as of the date of this report. Except as otherwise required by securities and other applicable laws, the Company does not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change.
 
- 1 -

Table of Contents
Market Data
Unless otherwise indicated, information contained in this Quarterly Report concerning the Company’s industry and the markets in which it operates is based on information from various sources, including independent industry publications. In presenting this information, the Company has also made assumptions based on such data and other similar sources, and on the Company’s knowledge of, and its experience to date in, the potential markets for its product. The industry in which the Company operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors” in its Annual Report and other subsequent reports on Forms
10-Q
and
8-K
filed with the SEC. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by the Company.
Website Disclosure
The Company uses its website (www.calyxt.com), its corporate Twitter account (@Calyxt_Inc) and its corporate LinkedIn account
(https://www.linkedin.com/company/calyxt-inc)
as routine channels of distribution of company information, including press releases, analyst presentations, and supplemental financial information, as a means of disclosing material
non-public
information and for complying with the Company’s disclosure obligations under Regulation FD. Accordingly, investors should monitor its website and its corporate Twitter and LinkedIn accounts in addition to following press releases, filings with the SEC, and public conference calls and webcasts.
Additionally, the Company provides notifications of announcements as part of its website. Investors and others can receive notifications of new press releases posted on the Company’s website by signing up for email alerts.
None of the information provided on the Company’s website, in its press releases or public conference calls and webcasts, or through social media is incorporated into, or deemed to be a part of, this Quarterly Report or in any other report or document the Company files with the SEC, and any references to its website or its corporate Twitter and LinkedIn accounts are intended to be inactive textual references only.
 
- 2 -

Table of Contents
PART I. FINANCIAL
INFORMATION
Item 1. Financial Statements
CALYXT
, INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Par Value and Share Amounts)
 
    
June 30, 2022

(unaudited)
   
December 31,

2021
 
Assets
                
Current assets:
                
Cash and cash equivalents
  
$
11,316
 
  $ 13,823  
Restricted cash
  
 
545
 
    499  
Prepaid expenses and other current assets
  
 
1,002
 
    859  
    
 
 
   
 
 
 
Total current assets
  
 
12,863
 
    15,181  
Non-current
restricted cash
  
 
53
 
    99  
Land, buildings, and equipment
  
 
5,077
 
    21,731  
Operating lease
right-of-use
assets
  
 
13,855
 
        
Other
non-current
assets
  
 
169
 
    183  
    
 
 
   
 
 
 
Total assets
  
$
32,017
 
  $ 37,194  
    
 
 
   
 
 
 
Liabilities and stockholders’ equity
                
Current liabilities:
                
Accounts payable
  
$
519
 
  $ 1,260  
Accrued expenses
  
 
262
 
    339  
Accrued compensation
  
 
2,272
 
    2,522  
Due to related parties
  
 
101
 
    172  
Current portion of financing lease obligations
  
 
246
 
    370  
Common stock warrants
  
 
688
 
        
Other current liabilities
  
 
413
 
    191  
    
 
 
   
 
 
 
Total current liabilities
  
 
4,501
 
    4,854  
Financing lease obligations
  
 
37
 
    17,506  
Operating lease obligations
  
 
13,652
 
        
Other
non-current
liabilities
  
 
68
 
    702  
    
 
 
   
 
 
 
Total liabilities
  
 
18,258
 
    23,062  
    
 
 
   
 
 
 
Stockholders’ equity:
                
Common stock, $0.0001 par value; 275,000,000 shares authorized; 46,815,694 shares issued and 46,715,542 shares outstanding as of June 30, 2022, and 38,874,146 shares issued and 38,773,994 shares outstanding as of December 31, 2021
  
 
5
 
    4  
Additional
paid-in
capital
  
 
218,161
 
    211,263  
Common stock in treasury, at cost; 100,152 shares as of June 30, 2022, and December 31, 2021
  
 
(1,043
    (1,043
Accumulated deficit
  
 
(203,364
    (196,092
    
 
 
   
 
 
 
Total stockholders’ equity
  
 
13,759
 
    14,132  
    
 
 
   
 
 
 
Total liabilities and stockholders’ equity
  
$
32,017
 
  $ 37,194  
    
 
 
   
 
 
 
See accompanying notes to these consolidated financial statements.
 
- 3 -

Table of Contents
CALYXT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited and in Thousands Except Shares and Per Share Amounts)
 
    
Three Months Ended June 30,
    
Six Months Ended June 30,
 
    
2022
   
2021
    
2022
    
2021
 
Revenue
  
$
41
 
  $ 11,880     
$
73
 
   $ 16,282  
Cost of goods sold
  
 
  
 
    11,527     
 
  
 
     18,272  
    
 
 
   
 
 
    
 
 
    
 
 
 
Gross profit
  
 
41
 
    353     
 
73
 
     (1,990
Operating expenses:
                                  
Research and development
  
 
3,250
 
    2,844     
 
6,191
 
     5,894  
Selling, general, and administrative
  
 
3,556
 
    3,493     
 
6,736
 
     7,781  
    
 
 
   
 
 
    
 
 
    
 
 
 
Total operating expenses
  
 
6,806

    6,337     
 
12,927
 
     13,675  
    
 
 
   
 
 
    
 
 
    
 
 
 
Loss from operations
  
 
(6,765
)     (5,984   
 
(12,854
)      (15,665
Gain upon extinguishment of Payroll Protection Program loan
              1,528     
 
  
 
     1,528  
Interest, net
  
 
(16
)
    (357   
 
(33
)
 
     (703
Non-operating
income (
expenses
)
  
 
4,296
    6     
 
4,783
 
     5  
    
 
 
   
 
 
    
 
 
    
 
 
 
Loss before income taxes
  
 
(2,485
)     (4,807   
 
(8,104
)      (14,835
Income taxes
  
 
  

           
 
  
 
         
    
 
 
   
 
 
    
 
 
    
 
 
 
Net loss
  
$
(2,485
  $ (4,807   
$
(8,104
)
   $ (14,835
    
 
 
   
 
 
    
 
 
    
 
 
 
Basic and diluted net loss per share
  
$
(0.05
  $ (0.13   
$
(0.18
)
   $ (0.40
    
 
 
   
 
 
    
 
 
    
 
 
 
Weighted average shares outstanding – basic and diluted
  
 
46,663,475
 
    37,199,349     
 
44,354,610
 
     37,168,018  
    
 
 
   
 
 
    
 
 
    
 
 
 
Anti-dilutive stock options, restricted stock units, performance stock units, and common stock warrants
  
 
16,234,030
 
    5,223,327     
 
16,234,030
 
     5,223,327  
    
 
 
   
 
 
    
 
 
    
 
 
 
See accompanying notes to these consolidated financial statements.
 
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Table of Contents
CALYXT, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited and in Thousands Except Shares Outstanding)
 
Three Months Ended
June 30, 2022
  
Shares

Outstanding
    
Common

Stock
    
Additional

Paid-In

Capital
    
Shares

in

Treasury
   
Accumulated

Deficit
   
Total

Stockholders’

Equity
 
Balance at March 31, 2022
     42,741,763      $ 5      $ 216,838      $ (1,043   $ (200,879   $ 14,921  
Net loss
     —          —          —          —         (2,485 )     (2,485 )
Stock-based compensation
     —          —          1,323        —         —         1,323  
Issuance of common stock and payment of minimum employee
taxes withheld upon net share settlement of restricted stock
units

    
93,779
       —                    —         —             
Issuance of common stock upon exercise of pre-funded warrants 

     3,880,000                            —         —             
    
 
 
    
 
 
    
 
 
    
 
 
   
 
 
   
 
 
 
Balance at June 30, 2022
  
 
46,715,542
 
  
$
5
 
  
$
218,161
 
  
$
(1,043
)  
$
(203,364
)

 
$
13,759
 
    
 
 
    
 
 
    
 
 
    
 
 
   
 
 
   
 
 
 
             
Three Months Ended
June 30, 2021
  
Shares

Outstanding
    
Common

Stock
    
Additional

Paid-In

Capital
    
Shares

in

Treasury
   
Accumulated

Deficit
   
Total

Stockholders’

Equity
 
Balance at March 31, 2021
     37,163,187      $ 4      $ 203,565      $ (1,043   $ (176,921   $ 25,605  
Net loss
     —          —          —          —         (4,807     (4,807
Stock-based compensation
     —          —          1,079        —         —         1,079  
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units

     42,286        —          19        —         —         19  
    
 
 
    
 
 
    
 
 
    
 
 
   
 
 
   
 
 
 
Balance at June 30, 2021
  
 
37,205,473
 
  
$
4
 
  
$
204,663
 
  
$
(1,043
 
$
(181,728
 
$
21,896
 
    
 
 
    
 
 
    
 
 
    
 
 
   
 
 
   
 
 
 
 
Six Months Ended
June 30, 2022
  
Shares

Outstanding
    
Common

Stock
    
Additional

Paid-In

Capital
   
Shares

in

Treasury
   
Accumulated

Deficit
   
Total

Stockholders’

Equity
 
Balance at December 31, 2021
     38,773,994      $ 4      $ 211,263     $ (1,043   $ (196,092   $ 14,132  
Net loss
     —          —          —         —         (8,104     (8,104
Stock-based compensation
     —          —          1,855       —         —         1,855  
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units

     181,548        —          —         —         —         —    
Issuance of common stock from ATM facility, net of offering expenses
     —          —          (7     —         —         (7
Issuance of common stock and pre-funded warrants in registered offering, net of $0.5 million of offering costs
     3,880,000        1        5,050       —         —         5,051  
Issuance of common stock upon exercise of pre-funded warrant
s

 
 
3,880,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
— 
 
 
 
— 
 
Cumulative effect of adoption of lease accounting standard
     —          —          —         —         832       832  
    
 
 
    
 
 
    
 
 
   
 
 
   
 
 
   
 
 
 
Balance at June 30, 2022
  
 
46,715,542
 
  
$
5
 
  
$
218,161
 
 
$
(1,043
 
$
(203,364
 
$
13,759
 
    
 
 
    
 
 
    
 
 
   
 
 
   
 
 
   
 
 
 
             
Six Months Ended
June 30, 2021
  
Shares

Outstanding
    
Common

Stock
    
Additional

Paid-In

Capital
   
Shares

in

Treasury
   
Accumulated

Deficit
   
Total

Stockholders’

Equity
 
Balance at December 31, 2020
     37,065,044      $ 4      $ 204,807     $ (1,043   $ (166,893   $ 36,875  
Net loss
     —          —          —         —         (14,835     (14,835
Stock-based compensation
     —          —          (371     —         —         (371
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units

     140,429        —          227       —         —         227  
    
 
 
    
 
 
    
 
 
   
 
 
   
 
 
   
 
 
 
Balance at June 30, 2021
     37,205,473      $ 4      $ 204,663     $ (1,043   $ (181,728   $ 21,896  
    
 
 
    
 
 
    
 
 
   
 
 
   
 
 
   
 
 
 
See accompanying notes to these consolidated financial statements.
 
- 5 -

Table of Contents
CALYXT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited and in Thousands)
 
    
Six Months Ended
June 30,
 
    
2022
   
2021
 
Operating activities
                
Net loss
  
$
(8,104
  $ (14,835
Adjustments to reconcile net loss to net cash used by operating activities:
                
Gain upon extinguishment of Payroll Protection Program loan
  
 
—  
 
    (1,528
Depreciation and amortization
  
 
763
 
    1,180  
Stock-based compensation
  
 
1,855
 
    (371
Unrealized (gain) loss on mark-to-market of common stock warrants
  
 
(4,723
    —    
Changes in operating assets and liabilities:
                
Accounts receivable
  
 
—  
 
    893  
Due to/from related parties
  
 
(71
    (638
Inventory
  
 
—  
 
    (1,085
Prepaid expenses and other current assets
  
 
5
 
    3,301  
Accounts payable
  
 
(114
    1,254  
Accrued expenses
  
 
(87
)     (555
Accrued compensation
  
 
(250
    143  
Other
  
 
(550
    992  
    
 
 
   
 
 
 
Net cash used by operating activities
  
 
(11,276
    (11,249
    
 
 
   
 
 
 
Investing activities
                
Proceeds from sales
of short-term investments
  
 
—  
 
    11,698  
Purchases of land, buildings, and equipment
  
 
(1,289
    (307
    
 
 
   
 
 
 
Net cash (used by) provided by investing activities
  
 
(1,289
    11,391  
    
 
 
   
 
 
 
Financing activities
                
Proceeds from the issuance of common stock
,
and pre-funded warrants
  
 
11,209
 
    —    
Costs incurred related to the issuance of common stock
,
pre-funded warrants
, and common warrants
  
 
(961
    —    
Repayments of financing lease obligations
  
 
(190
    (178
Proceeds from the exercise of stock options
  
 
—  
 
    227  
    
 
 
   
 
 
 
Net cash provided by financing activities
  
 
10,058
 
    49  
    
 
 
   
 
 
 
Net (decrease) increase in cash, cash equivalents, and restricted cash
  
 
(2,507
)     191  
Cash, cash equivalents, and restricted cash – beginning of period
  
 
14,421
 
    18,289  
    
 
 
   
 
 
 
Cash, cash equivalents, and restricted cash – end of period
  
$
11,914
 
  $ 18,480  
    
 
 
   
 
 
 
See accompanying notes to these consolidated financial statements.
 
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Table of Contents
CALYXT, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The unaudited consolidated financial statements of Calyxt, Inc. (Calyxt or the Company) have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP or GAAP) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (SEC) applicable to interim financial statements. In the Company’s opinion, the accompanying consolidated financial statements reflect all adjustments necessary for a fair presentation of its statements of financial position, results of operations, and cash flows for the periods presented but they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Except as otherwise disclosed herein, these adjustments consist of normal recurring items. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole or any other interim period.
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the consolidated financial statements and during the reporting period. Actual results could materially differ from these estimates.
Certain prior year amounts have been reclassified to conform to the current year presentation.
For further information, refer to the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form
10-K
for the year ended December 31, 2021, filed with the SEC on March 3, 2022. The accompanying Balance Sheet as of December 31, 2021, was derived from the audited consolidated financial statements. This Quarterly Report on Form
10-Q
should be read in conjunction with the Company’s consolidated financial statements and notes included in the Annual Report on Form
10-K
for the year ended December 31, 2021.
Net Loss Per Share
Due to the Company’s net loss position for the three and six months ended June 30, 2022, and June 30, 2021, all of its outstanding stock options, restricted stock units (RSUs), performance stock units (PSUs), and warrants to purchase common stock (Common Warrants) are considered anti-dilutive and excluded from the calculation of net loss per share. Accordingly, the treasury method was not used in determining the number of anti-dilutive stock options, RSUs, PSUs, or Common Warrants.
Warrants
The Company issued
pre-funded
warrants to purchase common stock
(Pre-Funded
Warrants) in a
follow-on
offering on February 23, 2022 (the
Follow-On
Offering). The Pre-Funded Warrants were exercised in full on May 4, 2022, and subsequently settled with the counterparty.
The Company also issued Common Warrants in the
Follow-On
Offering. The Common Warrants expire on August 23, 2027 and are exercisable for one share of the Company’s common stock for $1.41 per share. The Common Warrants have been classified as a liability because they include a put option election available to their holder that is contingently exercisable if the Company enters into a fundamental transaction (Fundamental Transaction), generally described as a “change of control” (the Change of Control Put). If the Change of Control Put is exercised by the holder of a Common Warrant, they may elect to receive either the consideration of the Fundamental Transaction or put the Common Warrant back to the Company in exchange for cash, based on terms and timing specified in the Common Warrant agreement. If the Change of Control Put option is exercised, the Company is required to pay cash to the holder in an amount as determined by the Black Scholes pricing model, with assumptions determined in accordance with the terms of the Common Warrants.
The Common Warrants are reported at fair value with changes in fair value reported in earnings. The Company reports the changes in fair value of the Common Warrants in
non-operating
income (expenses) in its consolidated statements of operations.
 
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Table of Contents
Recently Issued Accounting Pronouncements
In February 2016, the FASB issued ASU No.
2016-02, Leases
(Topic 842) and in July 2018, ASU
No. 2018-10,
Codification Improvements to Topic 842, Leases, and ASU
2018-11, Leases (Topic
842) – Targeted Improvements (collectively, the Standard). The Standard requires lessees to record assets and liabilities on the balance sheet for all leases with terms longer than 12 months. The Standard establishes a
right-of-use
model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the income statement.
The Company adopted the Standard as of January 1, 2022, using the transition method which does not require revisions to comparative periods. The Company elected to implement the transition package of practical expedients permitted within the Standard, which among other things, allows it to carryforward the historical lease classification. In addition, the Company elected the hindsight practical expedient to determine the lease term for existing leases and it also made an accounting policy election to not record leases with an initial term of 12 months or less on its consolidated balance sheet.
The Company’s adoption of the Standard required it to remove the previously reported amounts for land, buildings, and equipment associated with its headquarters and laboratory facility lease as well as the associated liability. The Company assessed the elements of its lease agreement and upon adoption, recorded an operating lease associated with the sale leaseback of land component of the lease, and a second operating lease associated with the building component of the lease. The Company recorded operating lease assets and liabilities of $14.1 million within its consolidated balance sheet as of January 1, 2022. The Standard had no impact on the Company’s consolidated statements of operations or cash flows. The $0.8 million cumulative effect of the adoption of the Standard was recorded to stockholders’ equity. See Note 8 for further information regarding the Company’s leases.
In June 2016, the FASB issued ASU
No. 2016-13,
“Financial Instruments – Credit Losses (Topic 326)” (ASU
2016-13).
ASU
2016-13
creates accounting requirements on how to account for credit losses on most financial assets and certain other instruments. This will require the estimation of lifetime expected credit losses and corresponding recognition of allowance for losses on trade and other receivables, loans, and other instruments held at amortized cost. The ASU requires certain recurring disclosures and is effective for annual periods, and interim periods within those annual periods, beginning on or after December 15, 2023. The Company is in the process of analyzing the impact of this standard on its results of operations.
2. GOING CONCERN
The Company has incurred losses since its inception. The Company’s net loss was
 $8.1 million for the six months ended June 30, 2022, and it used $11.3 
million of cash for operating activities for the six months ended June 30, 2022. The Company’s primary sources of liquidity are its cash and cash equivalents, with additional liquidity accessible, subject to market conditions and other factors, including limitations that may apply to the Company under applicable
SEC and Nasdaq Global Market (Nasdaq) regulations, from the capital markets, including under the Open Market Sale Agreement
SM
with Jefferies LLC (the ATM Facility).
As of June 30, 2022, the Company had $11.9 million of cash, cash equivalents, and restricted cash. The Company’s restricted cash is associated with its equipment financing leases and was $0.6 million as of June 30, 2022, with $0.5 million scheduled to be returned in December 2022. Current liabilities were $4.5 million as of June 30, 2022.
On February 23, 2022, the Company issued 3,880,000 shares of its common stock,
Pre-Funded
Warrants to purchase up to 3,880,000 shares of its common stock, and Common Warrants to purchase up to 7,760,000 shares of its common stock in the
Follow-On
Offering. In the aggregate, the Company received net proceeds of $10.0 million, after deducting approximately $0.9 million of underwriting discounts and estimated other offering expenses.
The Company has incurred losses since its inception and anticipates that it will continue to generate losses for the next several years. Over the longer term and until the Company can generate cash flows sufficient to support its operating capital requirements, it expects to finance a portion of future cash needs through (i) cash on hand, (ii) commercialization activities, which may result in various types of revenue streams from (a) future product development agreements and technology licenses, including upfront and milestone payments, annual license fees, and royalties; and (b) product sales from its proprietary BioFactory production system; (iii) government or other third-party funding, which the Company expects to be more readily available if Cellectis were to own less than 50 percent of the Company’s common stock, (iv) public or private equity or debt financings, or (v) a combination of the foregoing. However, additional capital may not be available on reasonable terms, if at all.
For example, based on the Company’s public float, as of the date of the filing of its Annual Report on Form
10-K,
the Company is only permitted to utilize a “shelf” registration statement for primary offerings, including the registration statement under which the Company’s ATM Facility is operated, subject to Instruction I.B.6 to Form
S-3,
which is referred to as the “baby shelf” rules. For so long as the Company’s public float is less than
$75,000,000,
it may not sell more than the equivalent of
one-third
of its public float during any twelve consecutive months pursuant to the baby shelf rules. While alternative public and private transaction structures may be available, these may require additional time and cost, may impose operational restrictions on the Company, and may not be available on attractive terms. Accordingly, the Company continuously assesses market conditions and available financing alternatives.
- 8 -

Table of Contents
The Company’s ability to continue as a going concern will depend on its ability to obtain additional public or private equity or debt financing, obtain government or private grants and other similar types of funding, attain further operating efficiencies, reduce or contain expenditures, and, ultimately, to generate revenue. The Company believes that its cash, cash equivalents, and restricted cash as of June 30, 2022, considering its plan to continue to invest in the growth and scaling of its BioFactory production system and related capabilities
, the $
10.0
 million of net proceeds from the
Follow-On
Offering, and considering additional efforts in reassessing its discretionary spending, is sufficient to fund its operations into early
2023
. The Company’s management has concluded there is substantial doubt regarding its ability to continue as a going concern because it anticipates that it will need to raise additional capital to support this business plan for a period of
12
months or more from the date of this filing.
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.
If the Company is unable to raise additional capital in a sufficient amount or on acceptable terms, management may be required to implement various cost reduction and other cash-focused measures to manage liquidity and the Company may have to significantly delay, scale back, or cease operations, in part or in full. If the Company raises additional funds through the issuance of additional debt or equity securities, it could result in dilution to its existing stockholders and increased fixed payment obligations, and these securities may have rights senior to those of the Company’s shares of common stock. Any of these events could significantly harm the Company’s business, financial condition, and prospects.
3. FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK
Financial Instruments Measured at Fair Value and Financial Statement Presentation
Financial instruments including cash and cash equivalents, restricted cash, accounts payable, and all other current liabilities have carrying values that approximate fair value. The Company measures common stock warrants on a quarterly basis. The accounting guidance establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as of the measurement date as follows:
Level 1: Fair values are based on unadjusted quoted prices in active trading markets for identical assets and liabilities.
Level 2: Fair values are based on observable quoted prices other than those in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
Level 3: Fair values are based on at least one significant unobservable input for the asset or liability.
Fair Value Measurements and Financial Statement Presentation
The fair values of the Company’s financial instruments measured at fair value and their respective levels in the fair value hierarchy as of June 30, 2022, were as follows:
 
    
June 30, 2022
    
June 30, 2022
 
    
Fair Values of Assets
    
Fair Values of Liabilities
 
In Thousands
  
Level 1
    
Level 2
    
Level 3
    
Total
    
Level 1
    
Level 2
    
Level 3
    
Total
 
Other items reported at fair value:
                                                                       
Common stock warrants
   $ —        $ —        $ —        $ —        $ —        $ —        $ 688      $ 688  
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Total
   $ —        $ —        $ —        $ —        $ —        $ —        $ 688      $ 688  
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
The Company estimates the fair value of each Common Warrant as of the date of issuance and at the end of every fiscal period using a Black-Scholes option pricing model, which requires it to make predictive assumptions regarding future stock price volatility and dividend yield. The Company estimates the risk-free interest rate based on the United States Treasury
zero-coupon
yield curve for the remaining life of the Common Warrant. The Company estimates its future stock price volatility using its historical volatility over the remaining life of the Common Warrant. The Company does not pay dividends and does not expect to pay dividends in the foreseeable future.
 
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Table of Contents
The estimated fair values of the Common Warrants, and the assumptions used for the Black-Scholes option pricing model were as follows:
 
    
As of June 30,
2022
 
Estimated fair value of Common Warrants
  
$
0.09
 
Assumptions:
        
Risk-free interest rate
  
 
3.0
Expected volatility
  
 
85.0
Expected term to liquidation (in years)
  
 
5.2
 
    
 
 
 
As of June 30, 2022, the Company had no other financial instruments measured at fair value.
The non-current portion of the Company’s financing lease obligations are also considered a financial instrument, which the Company measures at fair value for disclosure purposes. It is a Level 2 liability and had a nominal fair value as of June 30, 2022, and a fair
value of 
$14.5
 
million a
s of December 31, 2021.
Foreign Exchange Risk
Foreign currency fluctuations affect the Company’s foreign currency cash flows related primarily to payments to Cellectis. The Company’s principal foreign currency exposure is to the euro. The Company does not hedge these exposures, and it does not believe that the current level of foreign currency risk is significant to its operations.
Concentrations of Credit Risk
The Company invests its cash, cash equivalents, and restricted cash in highly liquid securities and investment funds. The Company diversifies the risk associated with investing in securities by allocating its investments to a diverse portfolio of short-dated, high investment-grade securities, which it classifies as short-term investments that are recorded at fair value in its consolidated financial statements. The Company maintains the credit risk in this portfolio in accordance with its internal policies and if necessary, makes changes to investments to minimize credit risk. The Company has not experienced any counterparty credit losses. As of June 30, 2022, the Company did not hold any short-term investments.
4. RELATED-PARTY TRANSACTIONS
The Company is party to several agreements that govern its relationship with Cellectis, some of which require the Company to make payments to Cellectis. Pursuant to the Company’s management services agreement with Cellectis, it incurred no management fee expenses for the three and six months ended June 30, 2022, and it incurred nominal management fee expenses for the three and six months ended June 30, 2021.
Cellectis has also guaranteed the lease agreement for the Company’s headquarters. 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. At a point when Cellectis owns 50 percent or less of the Company’s outstanding common stock, the Company has agreed to indemnify Cellectis for any obligations incurred by Cellectis under its guaranty of the obligations under the lease.
TALEN
®
is the Company’s primary gene editing technology. TALEN
®
technology was invented by researchers at the University of Minnesota and Iowa State University and exclusively licensed to Cellectis. The Company obtained an exclusive license for the TALEN
®
technology for commercial use in plants from Cellectis. The Company also licenses other technology from Cellectis. Cellectis is entitled to royalties on any revenue the Company generates from sales of products less certain amounts as defined in the license agreement, royalties on certain cumulative revenue thresholds, and a percentage of any sublicense revenues. The Company has incurred nominal license and royalty fees for the three and six months ended June 30, 2022, and 2021.
5. STOCKHOLDERS’ EQUITY
Follow-On
Public Offering
On February 23, 2022, the Company completed the
Follow-On
Offering, in which it issued 3,880,000 shares of its common stock,
Pre-Funded
Warrants to purchase up to 3,880,000 shares of its common stock, and Common Warrants to purchase up to 7,760,000 shares of its common stock. The aggregate offering price for each share of common stock and accompanying Common Warrant was $1.41. The aggregate offering price for each Pre-Funded Warrant and accompanying Common Warrant was $1.4099. In the aggregate, the Company received net proceeds of $10.0 million, after deducting approximately $0.9 million of underwriting discounts and estimated other offering expenses.
 
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Table of Contents
Pre-Funded
Warrants
Each Pre-Funded Warrant entitled the holder to purchase one share of the Company’s common stock at an exercise price of
 $0.0001
per share. The
Pre-Funded
Warrants were recorded as a component of stockholders’ equity within additional
paid-in
capital. The
Pre-Funded
Warrants were exercised in full on May 4, 2022, and subsequently settled with the counterparty.
Common Stock Warrants
Each Common Warrant entitles the holder to purchase one share of common stock at an exercise price of $1.41 per share. The Common Warrants will be exercisable beginning August 23, 2022 and expire on August 23, 2027. The Common Warrants are recorded as a liability in the Company’s consolidated balance sheet. Per the terms of the Common Warrants, a holder of an outstanding warrant is not entitled to exercise any portion of such warrant if, upon exercise of such portion of the warrant, the holder’s ownership of the Company’s common stock (together with its affiliates) or the combined voting power of the Company’s securities beneficially owned by such holder (together with its affiliates) would exceed the 4.99 percent after giving effect to the exercise.
Warrant transactions for the six months ended June 30, 2022, are as follows:

 
    
Number of
Pre-Funded

Warrants
    
Weighted

Average
Exercise
Price
    
Number of
Common

Warrants
    
Weighted
Average
Exercise
Price
 
Outstanding as of December 31, 2021:
                                   
Issued
     3,880,000      $ 0.0001        7,760,000      $ 1.41  
Forfeited/canceled
     —         
 
 
       —         
 
 
Exercised
     3,880,000     
$
0.0001
    
—  
          
    
 
 
    
 
 
    
 
 
    
 
 
 
Outstanding as of June 30, 2022:
                      7,760,000      $ 1.41  
    
 
 
    
 
 
    
 
 
    
 
 
 
Exercisable as of June 30, 2022:
                      —          —    
    
 
 
    
 
 
    
 
 
    
 
 
 
ATM Facility
On September 21, 2021, the Company entered into an ATM Facility with Jefferies LLC who is acting as sole selling agent. Under the terms of the ATM Facility, the Company may, from
time-to-time,
issue common stock having an aggregate offering value of up to $50.0 million. At its discretion, the Company determines the timing and number of shares to be issued under the ATM Facility. During the six-month period ended June 30, 2022, the Company did not issue any shares of common stock under the ATM Facility.
6. STOCK-BASED COMPENSATION
The Company uses broad-based stock plans to attract and retain highly qualified officers and employees and to help ensure that management’s interests are aligned with those of its shareholders. The Company has also granted equity-based awards to directors, nonemployees, and certain employees of Cellectis.
In December 2014, the Company adopted the Calyxt, Inc. Equity Incentive Plan (2014 Plan), which allowed for the grant of stock options, and in June 2017, it adopted the 2017 Omnibus Plan (2017 Plan), which allowed for the grant of stock options, restricted stock units, performance stock units and other types of equity awards. In July 2021, the Company also adopted the Calyxt, Inc. Employee Inducement Incentive Plan (the Inducement Plan), from which PSUs were granted to Michael A. Carr.
On February 19, 2021, James Blome ceased serving as the Company’s Chief Executive Officer. In the six-month period ended June 30, 2021, the Company recorded a benefit to earnings from a $2.5 million recapture of
non-cash
stock compensation expense from the forfeiture of Mr. Blome’s unvested stock options, RSUs, and PSUs.
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Table of Contents
As of June 30, 2022, 2,621,614 shares were registered and available for grant under effective registration statements, while 2,961,677 shares were available for grant in the form of stock options, restricted stock, restricted stock units, and performance stock units under the 2017 Plan. Stock-based awards currently outstanding also include awards granted under the 2014 Plan and the Inducement Plan. No further awards will be granted under either the 2014 Plan or the Inducement Plan.
Stock Options
The estimated fair values of stock options granted, and the assumptions used for the Black-Scholes option pricing model were as follows:
 
    
Six Months Ended June 30,
 
    
2022
   
2021
 
Estimated fair values of stock options granted
  
$
0.86
 
  $ 4.54  
Assumptions:
                
Risk-free interest rate
  
 
1.9% - 3.5
   
0.6% - 1.1
Expected volatility
  
 
89.7% - 92.8
   
80.1% - 82.0
Expected term (in years)
    
5.50 -
 
6.89
      5.5 - 6.5  
    
 
 
   
 
 
 
The Company estimates the fair value of each stock option on the grant date, or other measurement date if applicable, using a Black-Scholes option pricing model, which requires it to make predictive assumptions regarding employee exercise behavior, future stock price volatility, and dividend yield. The Company estimates the risk-free interest rate based on the United States Treasury
zero-coupon
yield curve at the date of grant for the expected term of the option. The Company estimates its future stock price volatility using the weighted-average historical volatility calculated from a group of comparable public companies over the expected term of the option. The expected term of stock options is estimated using the average of the vesting tranches and the contractual life of each grant for employee options, or the simplified method, as the Company has limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. The use of the simplified method is dependent upon the type of equity award granted and the term of the award. The Company does not pay dividends and does not expect to pay dividends in the foreseeable future.
Option strike prices are set at 100 percent or more of the closing share price on the date of grant and generally vest over three to six years following the grant date. Options generally expire 10 years after the date of grant.
Information on stock option activity is as follows:
 
    
Options

Exercisable
    
Weighted-
Average

Exercise

Price Per

Share
    
Options

Outstanding
   
Weighted-

Average

Exercise

Price Per

Share
 
Balance as of December 31, 2021
     2,789,110      $ 10.23        4,658,405     $ 9.47  
Granted
                       1,609,000       1.12  
Exercised
                       —         —    
Forfeited or expired
                       (329,417 )     7.82  
    
 
 
    
 
 
    
 
 
   
 
 
 
Balance as of June 30, 2022
  
 
3,018,231
 
  
$
10.20
 
  
 
5,937,988
 
 
$
7.30
 
    
 
 
    
 
 
    
 
 
   
 
 
 
Stock-based compensation expense related to stock option awards is as follows:
 
    
Three Months Ended June 30,
    
Six Months Ended June 30,
 
In Thousands
  
2022
    
2021
    
2022
    
2021
 
Stock-based compensation expense
  
$
709
 
   $ 800     
$
890
     $ 405  
    
 
 
    
 
 
    
 
 
    
 
 
 
As of June 30, 2022, options outstanding and exercisable had no aggregate intrinsic value and the weighted average remaining contractual term was 5.3 years as of that date.
Net cash proceeds from the exercise of stock options less shares used for minimum withholding taxes and the intrinsic value of options exercised were as follows:

- 12 -

Table of Contents
    
Three Months Ended June 30,
    
Six Months Ended June 30,
 
In Thousands
  
    2022    
    
    2021    
    
    2022    
    
    2021    
 
Net cash proceeds
   $        
$
19
 
  
$
  
 
   $ 227  
    
 
 
    
 
 
    
 
 
    
 
 
 
Intrinsic value of options exercised
   $        
$
13
 
  
$
  
 
   $ 344  
    
 
 
    
 
 
    
 
 
    
 
 
 
As of June 30, 2022, unrecognized compensation expense related to
non-vested
stock options was $4.5 million. This expense will be recognized over 25 months on average.
Restricted Stock Units
The Company grants restricted stock units which generally vest over three to five years after the date of grant. Information on restricted stock unit activity is as follows:
 
    
Number of

Restricted Stock

Units Outstanding
   
Weighted-

Average Grant

Date Fair Value
 
Unvested balance as of December 31, 2021
     571,303     $ 6.15  
Granted
     1,077,600       1.26  
Vested
     (181,248     6.38  
Forfeited
     (61,613     5.55  
    
 
 
   
 
 
 
Unvested balance as of June 30, 2022
  
 
1,406,042
 
 
$
2.40
 
    
 
 
   
 
 
 
The total grant-date fair value of restricted stock unit awards that vested is as follows:
 
    
Three Months Ended June 30,
    
Six Months Ended June 30,
 
In Thousands
  
    2022    
    
    2021    
    
    2022    
    
    2021    
 
Grant-date fair value
  
$
539
     $ 390
 
  
$
1,156
     $ 641
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Stock-based compensation expense related to restricted stock units is as follows:
 
    
Three Months Ended June 30,
    
Six Months Ended June 30,
 
In Thousands
  
    2022    
    
    2021    
    
    2022    
    
    2021    
 
Stock-based compensation expense
  
$
453
     $ 228     
$
658
 
   $ (521
    
 
 
    
 
 
    
 
 
    
 
 
 
As of June 30, 2022, unrecognized compensation expense related to restricted stock units was $2.0 million. This expense will be recognized over 27 months on average.
The Company accounts for stock-based compensation awards granted to employees of Cellectis as deemed dividends. The Company recorded deemed dividends as follows:

    
Three Months Ended June 30,
    
Six Months Ended June 30,
 
In Thousands
  
    2022    
    
    2021    
    
    2022    
    
    2021    
 
Deemed dividends from grants to Cellectis employees
  
$
27
     $ 107
 
  
$
64
     $ 28
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Performance Stock Units
In June 2022, PSU grants made to two executive officers in 2019 were forfeited because the underlying performance criteria were not met. These PSUs contained a market condition and had a five-year service period. The Company will continue to expense these PSUs over the remaining service period.
In March 2022,
 the Company granted 530,000 PSUs under the 2017
 
Plan to five employees including four executive officers. The PSUs include three annual performance periods (2022, 2023, and 2024) and target performance levels for each of those periods linked to the achievement of Company objectives as determined annually for the respective period by the Compensation Committee of the Company’s Board of Directors (the Compensation Committee). Once the annual objectives are approved, the associated expense will be recognized on a straight-line basis over the period from the date of grant through the March 15 determination date. Earned awards will be settled in shares of Company stock no later than the March 15 determination date in the following calendar year. The grant date for the tranche of awards linked to 2022 performance is May 4, 2022. Determination of expense for the 2023 and 2024 tranches of PSUs will be made when the associated business objectives are determined.
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Table of Contents
In July 2021, the Company granted 600,000 PSUs under the Inducement Plan to Mr. Carr. The PSUs will vest if the Company’s stock remains above three specified price levels for thirty calendar days over the three-year performance period. The PSUs will be settled in unrestricted shares of the Company’s common stock on the vesting date.
PSU activity for the six months ended June 30, 2022, is as follows:

 
 
  
Number of

PSUs
 
Outstanding as of December 31, 2021:
Issued
  
 
745,000
530,000
 
 
Forfeited/canceled
  
 
(145,000
Exercised
  
 
  
 
 
  
 
 
 
Outstanding as of June 30, 2022:
  
 
1,130,000
 
 
  
 
 
 
Stock-based compensation expense related to PSUs is as follows:
 
    
Three Months Ended
June 30,
    
Six Months Ended
June 30,
 
In Thousands
  
    2022    
    
    2021    
    
    2022    
    
    2021    
 
Stock-based compensation expense
  
$
161
 
   $ 51     
$
307
 
   $ (255
    
 
 
    
 
 
    
 
 
    
 
 
 
As of June 30, 2022, unrecognized compensation expense related to PSUs was $1.3 million. This expense will be recognized over 25 months on average.
7. INCOME TAXES
The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a full valuation allowance for deferred tax assets due to the uncertainty that enough taxable income will be generated in the taxing jurisdiction to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred tax assets in the accompanying consolidated financial statements.
As of June 30, 2022, there were no material changes to what the Company disclosed regarding tax uncertainties or penalties as of December 31, 2021.
8. LEASES, COMMITMENTS, AND CONTINGENCIES
Leases
In February 2016, the FASB issued ASU No.
2016-02, Leases
(Topic 842) and in July 2018, ASU
No. 2018-10,
Codification Improvements to Topic 842, Leases, and ASU
2018-11, Leases (Topic
842) – Targeted Improvements (collectively, the Standard). As discussed in Note 1, the Company adopted the Standard on January 1, 2022.
The Company’s leases are summarized as follows:
 
   
A lease for its headquarters and laboratory facilities in Roseville, MN which encompasses approximately 38,000 square feet. The original lease term was 20 years, and the Company holds four 5-year renewal options. Historically, this lease was considered a failed sale leaseback based on the nature of the transactions and was reported as a financing-type lease.
 
   
An equipment financing arrangement that is considered a financing-type lease. This arrangement has a term of four years for each draw. The Company was required to deposit cash into a restricted account in an amount equal to the future rent payments required by the lease. As of June 30, 2022, restricted cash totaled $0.6 million. The Company has the option to request the return of excess collateral annually in December, and the amount the Company expects to receive is reflected as a current asset.
 
   
A small number of short-term and immaterial leases for office equipment.
The Company’s adoption of the Standard required it to remove its existing land, buildings, and equipment associated with its headquarters lease as well as the associated liability. The Company assessed the elements of its lease agreement and upon adoption, recorded an operating lease associated with the sale leaseback of land underlying the headquarter facility, and a second operating lease associated with the building. The cumulative effect of the adoption of the Standard was recorded to stockholders’ equity. The impact of adoption on the Company’s December 31, 2021, consolidated balance sheet was as follows:
 
    
As Reported
December 31,
2021
   
Adoption of
Lease Standard
   
As Adjusted
December 31,
2021
 
Assets
                        
Land, buildings, and equipment
   $ 21,731     $ (16,543   $ 5,188  
Operating lease right-of-use assets
              14,090       14,090  
    
 
 
   
 
 
   
 
 
 
     $ 21,731     $ (2,453   $ 19,278  
    
 
 
   
 
 
   
 
 
 
Liabilities and stockholders’ equity
                        
Current portion of financing lease obligations
   $ 370     $ (4   $ 366  
Other current liabilities
     191       276       467  
Financing lease obligations
     17,506       (17,371     135  
Operating lease obligations
              13,814       13,814  
Accumulated deficit
     (196,092     832       (195,260
    
 
 
   
 
 
   
 
 
 
     $ (178,025   $ (2,453   $ (180,478
    
 
 
   
 
 
   
 
 
 
The Company records its operating lease liabilities at the present value of the future lease payments over the lease term. If the lease term includes options to extend or terminate the lease, those elements are included in the determination of lease term when it is reasonably certain that the option will be exercised. The rate used to determine the present value of future lease payments is the rate stated in the lease agreement, or if not stated, the Company’s incremental borrowing rate is used, up to an effective rate that enables the lease liability to amortize to zero over the lease term. Rent expense for operating leases is recorded in selling, general, and administrative (SG&A) expense in the consolidated statements of operations and in operating cash flows in the consolidated statements of cash flows. The Company also records operating lease right-of-use assets at an initial amount equal to the operating lease liability. Those right-of-use assets are amortized to lease expense within SG&A over the lease term using the effective interest method to ensure the right-of-use asset amortizes to zero concurrent with the associated liability, and the right-of-use asset amortization expense is also reported in operating cash flows in the consolidated statements of cash flows.
The Company records its financing lease liabilities at the present value of the future lease payments over the lease term. If the lease term includes options to extend or terminate the lease, those elements are included in the determination of lease term when it is reasonably certain that the option will be exercised. The rate used to determine the present value of future lease payments is the rate stated in the lease agreement, or if not stated, the Company’s incremental borrowing rate is used, up to an effective rate that enables the lease liability to amortize to zero over the lease term. Expense associated with financing leases is recorded in interest, net in the consolidated statements of operations and in operating cash flows in the consolidated statements of cash flows.
The Company is obligated under
non-cancellable
operating leases, primarily for office space and certain equipment, as follows:
- 14 -

Table of Contents
 
  
As of June 30, 2022
 
    
Remaining
    
Right-of-Use
 
In Thousands
  
Term (years)
    
Asset
 
Roseville, MN lease
     15.8      $ 13,852  
             
 
 
 
Total
            $ 13,852  
             
 
 
 
The Roseville, MN lease includes four options to each extend the lease for 5 years. These options to extend the lease are not recognized as part of the
right-of-use
assets and operating lease liabilities as it is not reasonably certain that the Company will exercise those options. The Company’s agreement does not include options to terminate the lease.
The components of lease expense were as follows:
 
In Thousands
  
Three Months Ended
June 30, 2022
    
Six Months Ended
June 30, 2022
 
Finance lease costs
   $ 7      $ 16  
Operating lease costs
     394        793  
Variable lease costs
     227        458  
    
 
 
    
 
 
 
Total
   $ 628      $ 1,267  
    
 
 
    
 
 
 
Operating lease cost for short-term leases was not material for the six months ended June 30, 2022.
Other information related to leases was as follows:
 
In Thousands except for lease term and discount rate
  
As of and for

Six Months Ended
June 30, 2022
 
 
  
Operating
 
 
Financing
 
Cash paid for amounts included in the measurement of lease liabilities:
  
     
 
     
Operating cash flows
   $ 135     $     
Financing cash flows
   $        $ 190  
Weighted average remaining lease term (years)
     15.8       0.5  
Weighted average discount rate
     7.9     8.1
    
 
 
   
 
 
 
 
- 15 -

Table of Contents
As of June 30, 2022, future minimum payments under operating and finance leases were as follows:
 
In Thousands
  
Operating
   
Financing
   
Total
 
Remainder of 2022
   $ 689     $ 258     $ 947  
2023
     1,446       38       1,484  
2024
     1,480                1,480  
2025
     1,479                1,479  
2026
     1,479                1,479  
2027
     1,479                1,479  
Thereafter
     16,991                16,991  
    
 
 
   
 
 
   
 
 
 
       25,043       296       25,339  
Less: imputed interest
     (11,088     (13     (11,101
    
 
 
   
 
 
   
 
 
 
Total
   $ 13,955     $ 283     $ 14,238  
    
 
 
   
 
 
   
 
 
 
Litigation and Claims
The Company is not currently a party to any material pending legal proceeding.
9. SUPPLEMENTAL INFORMATION
Certain statement of operations amounts are as follows:
 
 
  
Three Months Ended June 30,
 
  
Six Months Ended June 30,
 
In Thousands
  
    2022    
 
  
2021
 
  
    2022    
 
  
2021
 
Stock-based compensation expense:
  
  
  
  
Research and development
  
$
380
 
   $ 417     
$
410
 
   $ 809  
Selling, general, and administrative
  
 
943
 
     662     
 
1,445
 
     (1,180
    
 
 
    
 
 
    
 
 
    
 
 
 
Total
  
$
1,323
 
   $ 1,079     
$
1,855
 
   $ (371
    
 
 
    
 
 
    
 
 
    
 
 
 
 
 
  
Three Months Ended June 30,
 
 
Six Months Ended June 30,
 
In Thousands
  
2022
 
 
2021
 
 
2022
 
 
2021
 
Interest, net:
  
 
 
 
Interest expense
  
$
(6
  $ (359  
$
(16
)
 
   $ (719
Interest income
  
 
12
 
    2    
 
13
 
     16  
Common stock warrants - financing costs amortization
  
 
(22
          
 
(30
)
 
         
    
 
 
   
 
 
   
 
 
    
 
 
 
Total
  
$
(16
  $ (357  
$
(33
)
 
   $ (703
    
 
 
   
 
 
   
 
 
    
 
 
 
 
- 16 -

Table of Contents
Certain balance sheet amounts are as follows:
 
In Thousands
  
As of

June 30,
2022
    
As of

December 31,
2021
 
Cash, cash equivalents, and restricted cash:
                 
Cash and cash equivalents
  
$
11,316
 
   $ 13,823  
Restricted cash
  
 
545
 
     499  
Non-current
restricted cash
  
 
53
 
     99  
    
 
 
    
 
 
 
Total
  
$
11,914
 
   $ 14,421  
    
 
 
    
 
 
 
Supplemental statement of cash flows information is as follows:
 
    
As of June 30,
 
In Thousands
  
2022
    
2021
 
Interest paid
  
$
14
 
   $ 716  
    
 
 
    
 
 
 
Non-cash
transactions not reported in the consolidated statement of cash flows is as follows:
 
    
As of June 30,
 
In Thousands
  
2022
   
2021
 
Receivable from Jefferies for shares issued under ATM facility
  
$
(260
  $     
Non-cash
additions to land, buildings, and equipment
  
$
(618
  $     
Unpaid stock offering costs included in stockholders’ equity
  
$
1
 
  $     
Cumulative effect of adoption of lease accounting standard on stockholders’ equity
  
$
832
 
  $     
Establishment of operating lease
right-of-use
assets and associated operating lease liabilities
  
$
14,090
 
  $     
    
 
 
   
 
 
 
 
- 17 -

Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 
The following discussion and analysis of the Company’s financial condition and results of operations should be read together with its consolidated financial statements and related notes, which are included elsewhere in this Quarterly Report on Form
10-Q
and with its Annual Report on Form
10-K
for the year ended December 31, 2021, including the Consolidated Financial Statements and Notes incorporated therein. The Company uses the term “compounds” to describe compounds, molecules, and plant-based chemistries interchangeably.
EXECUTIVE OVERVIEW
Calyxt is a plant-based synthetic biology company. The Company leverages its proprietary PlantSpring
technology platform to engineer plant metabolism to produce innovative, high-value, and sustainable materials and products for use in helping customers meet their sustainability targets and financial goals. The Company’s primary focus and commercialization strategy is on engineering synthetic biology solutions through its PlantSpring platform for manufacture using its proprietary and differentiated BioFactory
production system for a diverse base of target customers across an expanded group of end markets including the cosmeceutical, nutraceutical, and pharmaceutical industries. The Company also commercializes its PlantSpring technology platform by licensing elements of the platform and historically developed traditional agriculture seed-trait product candidates, as well as selectively developing product candidates for customers in traditional agriculture.
The Company is an early-stage company and has incurred net losses since its inception. As of June 30, 2022, the Company had an accumulated deficit of $203.4 million. The Company’s net losses were $8.1 million for the six months ended June 30, 2022. The Company expects to continue to incur significant expenses and operating losses for the next several years. Those expenses and losses may fluctuate significantly from
quarter-to-quarter
and
year-to-year.
The Company expects that its expenses will be primarily driven by:
 
   
Research and development (R&D) expenses to continue to enhance the capabilities of its PlantSpring technology platform;
 
   
R&D expenses and potential capital expenditures to expand its BioFactory production system from laboratory scale through various pilot vessel sizes;
 
   
other R&D expenses to further develop traditional agriculture seed-trait product candidates for its licensee customers;
 
   
to the extent not reimbursed by its customers, conducting regulatory studies and other associated activities for its current and future products under development;
 
   
acquiring or
in-licensing
other products, technologies, germplasm, or other biological material;
 
   
maintaining, protecting, expanding, and defending its intellectual property portfolio, including intellectual property related to the PlantSpring technology platform and BioFactory production system;
 
   
seeking to attract and retain skilled personnel;
 
   
identifying and negotiating agreements with customers, licensees, and infrastructure partners; and
 
   
experiencing any delays or encountering issues with any of the above, including due to the
COVID-19
pandemic and its impacts.
BUSINESS UPDATE
Calyxt’s business model for its proprietary PlantSpring technology and the BioFactory is customer demand-driven. During the quarter, the Company continued to advance its discussions with potential customers within its target end markets including the cosmeceutical, nutraceutical, and pharmaceutical industries. These are three key large end markets with customers that have current business needs to source finite plant-based chemistries. They are also markets known to be fast adopters of innovation that are actively seeking to reduce carbon footprints. For example, based on research from MarketsandMarkets
1
, Calyxt estimates that the cosmeceutical ingredients market, which also includes personal care and flavors and fragrances, was a spend of more than $60 billion in 2020 and growing at a mid-single digit compound annual growth rate. This market includes large multinational cosmetics brands, regional and specialty brands, and flavor and fragrance houses who manufacture products or provide ingredients for those brands.
1
Source:
 
  1.
MarketsandMarkets,
Personal Care Ingredients Market – Global Forecast to 2025
,
 
 
2.
MarketsandMarkets,
Global Color Cosmetics Market – Forecast Till 2020,
 
  3.
MarketsandMarkets,
Fragrance Ingredients Market – Global Trends & Forecast to 2019
 
  4.
MarketsandMarkets,
Flavors and Fragrance Market – Global Forecast to 2026
The breadth and depth of the Company’s business development discussions continue to grow. In the second quarter, the Company received nine new chemistries from potential customers for evaluation, bringing the total number of chemistries cumulatively evaluated for development with PlantSpring for production in its BioFactory to 95. Of the 95 chemistries, 31 have met the Company’s target product profile, or TPP, criteria and are subject to further evaluation and discussion with the potential customers. Additionally, the evaluated chemistries include several that were identified by potential customers as having been unsuccessfully attempted by others in the synthetic biology industry. As part of the customer acquisition process, the Company is expecting to produce small quantities of product for evaluation by the customer and as a result, the Company believes the development cycle from contract signing to commercialization may be shorter than 36 months because the period from lab to pilot scale production may accelerate.
Leveraging the 31 customer demand-driven chemistries that have passed its TPP criteria, the Company is currently negotiating term sheets with several potential customers for the development of a select number of those plant-based chemistries.
The Company is performing a pilot project for a potential high-value chemistry for a large global consumer packaged goods (CPG) company. The Company expects to deliver an engineered solution in early 2023. This could form the basis for a formal engagement to complete development and produce the chemistry for that CPG company, or another company in the space who may be interested in the chemistry.
The Company’s goal remains two to four customer demand-driven compounds for development by year end using its TPP selection criteria to determine the compounds to pursue.
Throughout the quarter the Company continued to work on scaling and standardizing production in its pilot BioFactory system and building out its AIML capabilities.
In the second quarter of 2022 the Company initiated discussions with multiple potential infrastructure partners and exchanged a term sheet with one of them. These potential infrastructure partners offer a global footprint and capabilities to enable the Company to have the speed to scale, as they have capacities from pilot to commercial scale production. These partnerships have the potential to enable the development and production of chemistries at industrial scale for customers within the Company’s key end markets of cosmeceuticals, nutraceuticals, and pharmaceuticals. The Company’s asset-lite approach enables the deployment of capital that would otherwise be spent on large scale manufacturing to its development of a robust customer base and accelerates the speed at which the Company can bring chemistries to potential customers.
Since the Company refocused its licensing business in late 2021, it has developed its strategy for maximizing potential revenue from the licensing of its technology and plant traits. The strategy is two-pronged and reflects (1) a broad outreach to companies in the plant gene-editing and biotechnology space for their licensing of the Company’s intellectual property assets and (2) the monetization of the Company’s historically developed agricultural traits through their license to counterparties including seed companies, processors, and others. The Company is offering licenses for the many gene editing and breeding technologies in its patent portfolio, including its TALEN patent estate.
In the second quarter of 2022 the Company procured term sheets for the licensing of its patents and for the licensing of its plant traits. For plant traits specifically, there has been significant interest in Calyxt’s high fiber wheat and second generation high oleic soybean offerings. These term sheet discussions with potential licensees are continuing to advance.
The Company is targeting the execution of licenses in both the technology and trait licensing categories during 2022.
In the fourth quarter of 2021, the Company contracted with a large food ingredient manufacturer to develop a soybean intended to produce an oil that could serve as a replacement for palm oil. The project remains on track for a first quarter of 2024 completion. The food ingredient manufacturer is funding the Company’s development costs over the term of the agreement and holds an option for future development and commercialization.
In February 2022, the Company closed the Follow-On Offering of 3,880,000 shares of its common stock, Pre-Funded Warrants to purchase up to 3,880,000 shares of its common stock, and Common Warrants to purchase up to 7,760,000 shares of its common stock. The gross proceeds of the offering were $10.9 million, before deducting underwriting fees and estimated offering expenses. The Company plans to use the approximately $10.0 million in net proceeds from the offering for enhancing the capabilities of its BioFactory production system and increasing its capacity to produce at larger scales, continuing to build out the Company’s PlantSpring technology platform and AIML capabilities, furthering customer relationships, and for working capital and general corporate purposes.
RELATIONSHIP WITH CELLECTIS AND COMPARABILITY OF RESULTS
The Company is a majority-owned subsidiary of Cellectis. As of June 30, 2022, Cellectis owned 51.3 percent of the Company’s issued and outstanding common stock. Cellectis has certain contractual rights as well as rights pursuant to the Company’s certificate of incorporation and bylaws, in each case, for so long as it maintains threshold beneficial ownership levels in the Company’s shares.
The Company holds an exclusive license from Cellectis that broadly covers the use of engineered nucleases for plant gene editing. This intellectual property covers methods to edit plant genes using “chimeric restriction endonucleases,” which include TALEN
®
, CRISPR/Cas9, zinc finger nucleases, and some types of meganucleases.
FINANCIAL OPERATIONS OVERVIEW
Revenue
Revenue is recognized from sales of products, from licenses of technology, and from product development activities for customers.
 
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Cost of Goods Sold
Cost of goods sold are recognized as products are sold. There are minimal costs of goods sold associated with the Company’s technology licensing activities.
Research and Development (R&D) Expense
The Company’s R&D expenses primarily consist of employee-related costs for personnel who research and develop its product candidates, fees for contractors who support product development activities, purchasing material and supplies for its laboratories, licensing, an allocation of facility and information technology expenses, and other costs associated with owning and operating its own laboratories and pilot BioFactory capabilities. This includes the costs of performing activities to discover and develop products and advance the Company’s PlantSpring technology platform, including its intellectual property portfolio. BioFactory expenses from lab through pilot, unless incurred related to a specific product sold to a customer, are also classified as R&D expense. R&D expenses also include costs to write and support the research for filing patents. The Company recognizes R&D expenses as they are incurred.
Selling, General, and Administrative (SG&A) Expense
SG&A expenses consist primarily of employee-related expenses for selling and licensing the Company’s products and employee-related expenses for its executive, legal, intellectual property, information technology, finance, and human resources functions. Other SG&A expenses include facility and information technology expenses not otherwise allocated to R&D expenses, professional fees for auditing, tax and legal services, expenses associated with maintaining patents, consulting costs and other costs of the Company’s information systems, and costs to market its products.
Interest, net
Interest, net is comprised of interest income resulting from investments of cash and cash equivalents, short-term investments, unrealized gains and losses on short-term investments, issuance costs associated with the Common Warrants, and interest expense incurred related to financing lease obligations. It is also driven by balances, yields, and timing of financing and other capital raising activities.
Non-operating
income (expenses)
Non-operating
income (expenses) are income or expenses that are not directly related to ongoing operations and are primarily comprised of gains and losses from the
mark-to-market
of common stock warrants, foreign exchange-related transactions, and disposals of land, buildings, and equipment.
Anticipated Changes Between Revenues and Costs
As the Company executes upon its business model, it expects the composition of revenues and costs to evolve. The Company anticipates most of its revenues in the near-term to be from product development activities for customers for both the BioFactory and agricultural production and technology licensing arrangements. Future cash and revenue-generating opportunities associated with these activities are expected to primarily arise from
up-front
and milestone payments, annual license fees, and royalties. Over the next several years as the BioFactory begins to produce products for customers, it is anticipated those revenues will grow and surpass revenues from other sources. These revenues are anticipated to have strong positive gross profit margins over time.
Recent Developments –
COVID-19
Update
In accordance with the Company’s
COVID-19
Preparedness Plan, Minnesota executive order requirements, and guidelines promoted by the Centers for Disease Control and Prevention, the Company implemented health and safety measures for the protection of its onsite workers, maintained remote work arrangements for its
non-laboratory
personnel, and implemented, as necessary, appropriate self-quarantine precautions for potentially affected laboratory personnel. On May 28, 2021, nearly all Minnesota
COVID-19
restrictions came to an end, including all capacity limits and distancing requirements – both indoors and outdoors. The Company’s
non-laboratory
personnel returned to working onsite in
mid-July
2021.
During the six months ended June 30, 2022, the
COVID-19
pandemic did not have a material impact on the Company’s operations. However, a resurgence or prolonging of the
COVID-19
pandemic, governmental response measures (including vaccination requirements or other mandatory health and safety requirements) and resulting disruptions could rapidly offset such improvements. Moreover, the long-term effects of the
COVID-19
pandemic on the financial markets and broader economy remain uncertain, which may make obtaining capital challenging and may exacerbate the risk that capital, if available, may not be available on terms acceptable to the Company. There continues to be uncertainty relating to the
COVID-19
pandemic and its long-term impact, and many factors could affect the Company’s results and operations, including, but not limited to, those described in Part I, Item 1A, “Risk Factors” of the Company’s Annual Report on Form
10-K
for the year ended December 31, 2021.
 
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RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2022, COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2021
A summary of the Company’s results of operations for the three months ended June 30, 2022, and 2021 follows:
 
    
Three Months Ended June 30,
 
    
2022
   
2021
   
$ Change
   
% Change
 
                          
    
(In thousands, except percentage values)
 
Revenue
  
$
41
 
  $ 11,880     $ (11,839     (100 )% 
Cost of goods sold
  
 
—  
 
    11,527       (11,527     (100 )% 
  
 
 
   
 
 
   
 
 
   
 
 
 
Gross profit
  
 
41
 
    353       (312     (88 )% 
Research and development
  
 
3,250
 
    2,844       406       14
Selling, general, and administrative
  
 
3,556
 
    3,493       63       2
  
 
 
   
 
 
   
 
 
   
 
 
 
Loss from operations
    
(6,765
)
 
    (5,984     (781     (13 )% 
Gain upon extinguishment of Payroll Protection Program loan
    
—  
      1,528       (1,528     (100 )% 
Interest, net
    
(16
)
 
    (357     341       96
Non-operating
income (expenses)
    
4,296
      6       4,290       71,500
  
 
 
   
 
 
   
 
 
   
 
 
 
Net loss
  
$
(2,485
)
 
  $ (4,807   $ 2,322       48