CLXT Calyxt Inc

As filed with the Securities and Exchange Commission on May 24, 2023

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

2800 Mount Ridge Road

Roseville, MN 55113

(Address of Principal Executive Offices, Including Zip Code)

CALYXT, INC. 2017 OMNIBUS INCENTIVE PLAN

(Full title of the plan)

Debra Frimerman

General Counsel and Corporate Secretary

2800 Mount Ridge Road

Roseville, MN 55113

(Name and address of agent for service)

(651) 683-2807

(Telephone number, including area code, of agent for service)

Copies to:

Peter E. Devlin

Erik B. Lundgren

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.

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.  ☐

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 229,730 shares of common stock, par value $0.0001 per share, of Calyxt, Inc. (the “Company” or the “Registrant”) authorized for issuance pursuant to the Calxyt, Inc. 2017 Omnibus Incentive Plan, as amended (the “Plan”) and an additional 5,500,000 shares of common stock pursuant to substitute awards to be granted and issued pursuant to the Plan upon the closing of the transactions (the “Transactions”) contemplated by the Merger Agreement (as defined below) to replace profits interests units initially granted by Cibus Global, LLC (“Cibus”). This Registration Statement hereby incorporates by reference the contents of the Company’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on July 20, 2017 (File No. 333-219382), May 9, 2019 (File No. 333-231336), July 16, 2021 (File No. 333-257972) and March 2, 2023 (File No. 333-270245) (collectively, the “Prior Registration Statements”).

Pursuant to the Agreement and Plan of Merger, dated as of January 13, 2023 by and among the Company, Calypso Merger Subsidiary, LLC, Cibus and certain blocker entities party thereto, as amended by the First Amendment to the Merger Agreement, dated as of April 14, 2023 (as amended, the “Merger Agreement”), upon the closing of the Transactions, certain restricted Cibus profits interests units previously granted to employees of Cibus will automatically be cancelled and converted into the right to receive a number of restricted shares of the combined company’s Class A common stock, par value $0.0001 per share, pursuant to the Plan, as set forth on the Allocation Schedule (as defined in the Merger Agreement) attached to the Merger Agreement (as such Allocation Schedule revised from time to time prior to the closing of the Transactions) and subject to the same vesting schedule as was applicable to such profits interests units prior to the closing of the Transactions.