SecProbe.io

August 29, 2019
James Blome
Chief Executive Officer
Calyxt, Inc.
2800 Mount Ridge Road
Roseville, MN 55113
Re:Calyxt, Inc.
Registration Statement on Form S-3
Filed August 13, 2019
File No. 333-233231
Dear Mr. Blome:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3 filed August 13, 2019
Description of Capital Stock
1.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.” Please disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. If the provision applies to Securities Act claims, please also revise
your prospectus to state that there is uncertainty as to whether a court would enforce such

 FirstName LastNameJames Blome
 Comapany NameCalyxt, Inc.
 August 29, 2019 Page 2
 FirstName LastName
James Blome
Calyxt, Inc.
August 29, 2019
Page 2
provision and that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder.
General
2.To the extent you intend to rely on General Instruction I.B.6 to Form S-3 for limited
primary offerings, please disclose on the prospectus cover page the information called for
by Instruction 7 to General Instruction I.B.6.  Please also confirm to us your
understanding of the size limitations for offerings made under General Instruction I.B.6.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Laura Nicholson, Special Counsel, at 202-551-3584 or Anne Parker,
Assistant Director, at 202-551-3611 with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure