UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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for the fiscal year ended December 31, 2017;
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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for the transition period from
to
Commission File Number
001-38161
Calyxt, Inc.
(Exact name
of registrant as specified in its charter)
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Delaware
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27-1967997
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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600 County Road D West, Suite 8
New Brighton, MN
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55112
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (651)
683-2807
Securities registered pursuant to Section 12(b) of the Act:
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Title of each
class
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Name of each exchange on
which registered
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Common Stock ($0.0001 par value)
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The NASDAQ Global Market
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 and posted on its corporate Web Site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K
(§229.405 of
this chapter) is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K
or any amendment to this Form
10-K ☐.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or 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.
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Large Accelerated Filer
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Accelerated Filer
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Non-accelerated
filer
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Smaller Reporting Company
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Emerging Growth Company
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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
Act). Yes ☐ No ☒
Aggregate market value of the common stock held by
non-affiliates
of the registrant: As of June 30, 2017, the last business day of the registrants most recently completed second fiscal quarter, the registrants common stock was not listed on any
exchange or
over-the-counter
market. The registrants common stock began trading on The NASDAQ Global Market on July 20, 2017. As of September 29, 2017,
the last business day of the first quarter completed following the registrants initial public offering, the aggregate market value of shares of common stock held by
non-affiliates
of the registrant was
$135,919,500.
The number of outstanding shares of the registrants common stock on March 12, 2018 was 28,062,315 shares.
DOCUMENTS INCORPORATED BY REFERENCE
The
information required by Part III of this Annual Report on Form
10-K,
to the extent not set forth herein, is incorporated herein by reference from the registrants definitive proxy statement relating to
the registrants Annual Meeting of Stockholders to be held in 2018, which definitive proxy statement shall be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year covered by this Annual
Report on Form
10-K.