January 18, 2023

By Lynda Kiernan-Stone, Global AgInvesting Media

Cibus, a precision agricultural gene editing leader, and Calyxt, a plant-based synthetic biology company, announced a definitive agreement to merge their businesses through an all-stock transaction. 

The resulting company will combine two pioneers in agriculture-focused gene editing, establishing an industry leader with one of the most sophisticated facilities for trait development and next-gen plant breeding in the world. 

Upon closure of the transaction, the resulting company will be positioned to lead in two key applications of agricultural gene editing:

~ Productivity traits: Cobus’ patented gene editing platform, the Rapid Trait Development System (RTDS®) focuses the development of a new class of productivity traits – which are the basis of competition in the “seed and trait” sector. This work addresses the sustainability of farming by increasing crop yields and reducing inputs such as fungicides, pesticides, herbicides, and fertilizers. 

~ Renewable Low-Carbon Ingredients: Gene editing is critical to developing sustainable, low-carbon ingredients suitable to replace fossil fuel-based ingredients and diesel fuel. This field of development is also a pillar of the Net Carbon Zero Climate 2040 goals and the movement to reduce greenhouse gas emissions. 

“Cibus is an excellent strategic fit for Calyxt given our complementary technology platforms, and the merger provides a great opportunity to leverage multiple synergies to drive innovation and shareholder value,” said Michael A. Carr, president and CEO, Calyxt. “I am deeply proud of the significant accomplishments made by our team and their commitment to further science in significant ways.”

Cibus has a pipeline of productivity traits and is active in several collaborations with leading seed companies. The company is currently launching three important traits – one in canola, and two in rice – with transfers to customers for commercialization beginning in the first half of this year.

Additionally, both companies are working with leading consumer product companies to develop more sustainable ingredients. 

“Consolidating our innovative platforms into one entity brings a myriad of opportunities for step change innovations in the areas of productivity and low-carbon ingredients,” said Travis Frey, chief technology officer, Calyxt.

“I’m particularly excited for the teams of talented scientists from both companies to combine. I truly believe we will see a force multiplier effect of scientific discovery and operationalization to deliver these customer-demanded products in record time.”

Under the terms of the merger agreement, which the boards of both companies have already unanimously approved, Calyxt will issue shares of its common stock to Cibus shareholders at an exchange ratio resulting in Calyxt shareholders owning approximately 5 percent of the combined company, which will be renamed Cibus Inc. and will trade on the Nasdaq Capital Market.

It also has been agreed that Rory Riggs, co-founder, Cibus, will become CEO and chairman of the combined company, and that the Cibus leadership team will assume leadership of the resulting organization. 

Riggs has been the founder, director, or chairman of several successful biotech companies including Fibrogen, Sugen, and Royalty Pharma. He was president and director of Biomatrix until its sale, at which time he launched Synvisc®, a leading biologic for the treatment of osteoarthritis. 

“We believe 2023 will be a transformative year for Cibus due to many of our major accomplishments that are coming to fruition this year,” said Riggs.

“Through our Trait Machine™, which is planned to come on-line in a stand-alone facility in 2023, we are preparing to transfer our first product: a pod shatter reduction trait in canola in the elite germplasms of five different canola seed companies.”

Riggs went on to expand upon Cibus’ recent achievements that will be coming to fruition this year, saying, “In addition, in 2023, we are preparing to transfer two different herbicide resistance traits in rice in the elite germplasm of a leading North American rice seed company. Each of the three developed traits have been determined not to be regulated articles through the USDA’s “Am I Regulated” process, which was replaced with the SECURE Rule’s confirmation process.”

“The successful development and transfer of these first traits to our customers will be an important milestone in the gene editing industry. It also will be a major commercial milestone in the growth of Cibus. We are very excited by the ability of this transaction – through the addition of both Calyxt’s state-of-the-art gene editing facilities and its talented scientists – to accelerate our growth.”

Peter Beetham, president and COO of Cibus, noted how the coming year will have significant impact for gene editing due to recent regulatory reviews being conducted by the European Commission, and many other countries, of their laws controlling certain genomic techniques. 

“Notably, the UK is on course to introduce new laws broadly consistent with the laws from a growing list of important trading nations including the United States, Canada, Argentina, Brazil and Japan,” said Beetham. “These regulatory changes, if adopted, promise to enable more open and fair trade in agriculture for these new technologies and encourage research and innovation, greatly increasing the potential of gene editing to contribute globally to sustainable agriculture, food security and climate resilience. This merger positions the combined companies to be a leader in this important new industry and to accelerate our progress.”

~ Lynda Kiernan-Stone is editor in chief with GAI Media, and is managing editor and daily contributor for Global AgInvesting’s AgInvesting Weekly News and  Agtech Intel News, as well as HighQuest Group’s Unconventional Ag. She can be reached at lkiernan-stone@globalaginvesting.com.

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