SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 Cibus, Inc.
 6455 Nancy Ridge Drive
 San Diego, CA 92121
 May 20, 2026 Via EDGAR
 U.S. Securities and Exchange Commission Division of Corporation
Finance 100 F. Street, NE Washington, DC 20549
 Attn: Margaret Sawicki

 Re:
 Cibus, Inc. Registration Statement
No. 333-295954 Ladies and Gentlemen:
 On behalf of Cibus, Inc. (the “ Company ”), the undersigned hereby requests, pursuant to Rule 461 promulgated under the Securities Act of
1933, that the effective time of the Registration Statement on Form S-3 (File No. 333-295954) dated May 15, 2026 (the “ Registration
Statement ”) be accelerated to 4:00 p.m., New York City time, on Friday, May 22, 2026, or as soon as practicable thereafter. The Company respectfully requests that you notify Peter E. Devlin of such effectiveness by a telephone call to
(212) 326-3978. Should you have any questions regarding the Registration Statement, please contact Peter E.
Devlin at (212) 326-3978. Thank you for your attention to this matter.

 Sincerely,

 CIBUS, INC.

 By:

 /s/ Peter Beetham

 Name:

 Peter Beetham

 Title:

 Interim Chief Executive Officer

 cc:
 Peter E. Devlin
 Jones Day

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 19, 2026

Peter Beetham
Interim Chief Executive Officer
Cibus, Inc.
6455 Nancy Ridge Drive
San Diego, CA 92121

 Re: Cibus, Inc.
 Registration Statement on Form S-3
 Filed May 15, 2026
 File No. 333-295954
Dear Peter Beetham:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.
 Please contact Margaret Sawicki at 202-551-7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and Services
cc: Peter Devlin, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

CORRESP

 Cibus, Inc.

6455 Nancy Ridge Drive

 San Diego,
CA 92121

 October 25, 2023

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 Jane Park

 
 Jeanne Baker

 
 Terence O’Brien

RE:
 Cibus, Inc.

 
 Registration Statement on Form S-3 (File
No. 333-273062)

 Ladies and Gentlemen:

In accordance with Rules 460 and 461 under the Securities Act of 1933, as amended, Cibus, Inc. (the “Registrant”) hereby
requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective
on October 27, 2023 at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

 The Registrant also hereby requests
that the Commission notify Peter Devlin of Jones Day at (212) 326-3978 or pdevlin@jonesday.com to confirm that the Registration Statement has become effective.

Please contact Peter Devlin of Jones Day if you have any questions concerning the foregoing. Thank you for your attention to this matter.

[Signature page follows]

 Very truly yours,

CIBUS, INC.

By:

/s/ Wade King

Name:

Wade King

Title:

Chief Financial Officer

cc:
 Peter Devlin, Jones Day

[Signature Page to Acceleration Request]

United States securities and exchange commission logo
October 17, 2023
Rory Riggs
Chief Executive Officer
Cibus, Inc.
6455 Nancy Ridge Drive
San Diego, CA 92121
Re:Cibus, Inc.
Form 8-K/A filed June 29, 2023
File No. 001-38161
Dear Rory Riggs:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

CORRESP

October 4, 2023

 VIA EDGAR

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

Office of Industrial Applications and Services

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:

Jeanne Baker

Terence O’Brien

Re:

Cibus, Inc.

Form 8-K/A filed June 29, 2023

File No. 001-38161

 Ladies and Gentlemen:

Cibus, Inc. (formerly, Calyxt, Inc.), a company incorporated under the laws of the state of Delaware (the “Company” or
“Cibus”), is in receipt of the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the Commission’s letter dated September 26, 2023
(the “Comment Letter”) with respect to the Company’s Form 8-K/A filed with the Commission on June 29, 2023.

Set forth below is the Company’s response to the Comment Letter. For the Staff’s convenience, the text of the Staff’s comment
is set forth below in bold, followed by the Company’s response. Capitalized terms not otherwise defined in this letter have the meaning given to them in the Company’s Form 8-K filed on June 1,
2023, as amended by the Company’s Form 8-K/A filed on June 29, 2023 (as so amended, the “Form 8-K”).

Form 8-K/A filed June 29, 2023

Exhibit 99.7 Unaudited Pro Forma Combined Financial Information for Cibus Global, LLC and Calyxt, Inc.

Introductory Note, page 1

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 October 4, 2023

 Page
 2

 We note your response to prior comment 1, as well as the additional information you provided during our
September 14, 2023 telephone call. Please address the following:

•

 Provide the ownership and structure of the entities before the date of the business combination, as well as
the ownership interests after the transaction. In this regard, we note that the Company owns 79.1% of the Cibus common units. Identify who owns the remainder of the common units;

•

 Provide a detailed description of the legal steps taken to effect the transaction, including the changes to
the structures of the entities and the specific timing of each step between January 13, 2023, the date of the Agreement and Plan of Merger, and May 31, 2023, the date the parties completed the business combination;

•

 Explain why the Company organized the combined entity in an UP-C
structure and explain the objective(s) you were trying to achieve. Address whether the Company contemplated other alternative structures and, if not, why not. Also, address why the Up-C structure was organized
with Cibus Global as an LLC with the Company as its managing member. Explain whether or not the intended benefits of the UP-C structure could have been achieved with an alternative governance structure for
Cibus Global, whether you considered any such alternative governance structures, and if applicable, why you chose the structure utilized in the transaction;

•

 Given the Company’s significant ownership interest in the combined entity and lack of any material non-controlling interests, please explain why the LLC agreement was structured such that the Company was the sole management member of Cibus Global;

•

 Provide us with your comprehensive analysis related to the determination that Cibus Global is a VIE. Fully
explain the specific changes to the LLC agreement that resulted in this determination, and note the timing of when the changes legally occurred;

•

 You indicated that the non-managing members of Cibus Global (post
transaction) do not have kick-out rights or participating rights. Clarify whether this assertion is because (i) there are no kick-out rights or participating right
or (ii) that there are kickout rights and/or participating rights and such rights are not substantive. If the latter, please explain how you determined such rights are not substantive;

•

 Provide the following information related to the combined entity:

•

 Explain why the name of the combined entity changed to Cibus, Inc;

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 October 4, 2023

 Page
 3

•

 Explain why the Board of Directors of the combined company was decreased to six members, all of whom were
legacy Cibus board members;

•

 Explain what drove the Board representation and structure;

•

 Explain how the management of the combined entity was determined; and

•

 Describe the nature of the ongoing operations of the combined entity. Address whether any legacy operations of
Calyxt is part of such ongoing operations.

 Response:

On May 31, 2023, the Company completed its business combination with Cibus Global, LLC (“Cibus Global”) in accordance
with the terms of the Merger Agreement. Upon consummation of the Transactions1, the resulting combined Company was organized in an umbrella partnership
C-corporation, or “Up-C”, structure. This structure, which was introduced by Cibus Global during the negotiations of the Merger Agreement, is a common
structure frequently used in transactions involving entities classified as a partnership for U.S. federal income tax purposes, such as Cibus Global.

The Company’s Up-C structure was proposed to allow certain existing equityholders of Cibus
Global, referred to as the Electing Members (as further defined in Annex A), to retain equity ownership directly in Cibus Global—an entity that prior to the consummation of the Transactions was, and after consummation of the Transactions
remains, classified as a partnership for U.S. federal income tax purposes—in the form of Up-C Units. The balance of the equity ownership in Cibus Global is held directly by the Company. This structure
provides certain tax benefits and associated cash flow advantages to both the Company and such Electing Members. The Up-C structure allows future taxable income of Cibus Global that is allocated to the
Electing Members to be generally taxed on a pass-through basis, and therefore, such income will generally not be subject to corporate taxes at the entity level. Additionally, the Electing Members may exchange their
Up-C Units for shares of Class A Common Stock, providing them with liquidity.

 The
negotiation of the Up-C structure, which mirrors the customary structure of numerous other public company Up-C structures, preceded the accounting analysis to determine
the accounting acquirer in the Transactions. The subsequent accounting analysis under U.S. generally accepted accounting principles (“GAAP”) concluded that the Company was both the legal and accounting acquirer in the Transactions.
Specifically, the analysis concluded that Cibus Global is a variable interest entity (a “VIE”) and that because (a) the Company is the managing member of Cibus Global with the power to direct the most significant activities of
Cibus Global and (b) the Company has a variable interest in the form of its equity ownership that provides it with the ability to participate significantly in Cibus Global’s benefits and losses, the Company is the primary beneficiary of
the VIE. Because of the clear guidance in the authoritative accounting standards regarding identifying the primary beneficiary of a VIE as the accounting acquirer, the Company concluded that the Company was the legal and accounting acquirer and
Cibus Global was the legal and accounting acquiree.

1
 Set forth in Annex A to this response letter is a diagram that depicts the ownership and structure of the
entities involved in the Transactions immediately preceding and following the Transactions.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 October 4, 2023

 Page
 4

 This conclusion was dictated by the requirements of GAAP and reflected neither a choice nor
preference of the Company. Any alternative conclusion would have required that the Company override the requirements of GAAP.

 To
facilitate the Staff’s analysis, the Company has provided additional detail below with respect to each of the requests set forth within the Staff’s comment.

•

 Provide the ownership and structure of the entities before the date of the business combination, as well as
the ownership interests after the transaction. In this regard, we note that the Company owns 79.1% of the Cibus common units. Identify who owns the remainder of the common units;

Set forth in Annex A to this response letter is a diagram that depicts the ownership and structure of the entities immediately preceding and
following the Transactions.

 The Company owns 79.1% of the Cibus Common Units. The remaining 20.9% of the Cibus Common Units are owned by
the Electing Holders—thirty-six members from among the Top 99 Holders2 who elected to receive Up-C Units in the
Transactions. These Electing Members constitute the non-controlling interests of Cibus Global, representing 20.9% of the economic interest in Cibus Global and holding corresponding Class B Common Stock,
representing 20.9% of the aggregate voting power of the Company’s combined Common Stock. Because the exact ownership interest of such Electing Members was dependent upon the number of Top 99 Holders that elected to become Electing Members, the
ultimate noncontrolling interest following the Transactions was not known until the Transactions were finalized.

•

 Provide a detailed description of the legal steps taken to effect the transaction, including the changes to
the structures of the entities and the specific timing of each step between January 13, 2023, the date of the Agreement and Plan of Merger, and May 31, 2023, the date the parties
completed the business combination;

2
 Cibus Global is classified as a “partnership” for U.S. federal and applicable U.S. state and local
tax purposes. However, certain “publicly traded partnership” rules in the U.S. tax law mandate that any entity which is otherwise classified for U.S. tax purposes as a partnership shall be required to instead be classified for such
purposes as a corporation if interests in that entity are traded on an established securities market or are readily tradeable on a secondary market. Although interests in Cibus Global will not be traded on any securities market, the fact that such
interests, as part of an Up-C Unit, are exchangeable or redeemable for shares of Class A Common Stock, may cause these rules to require Cibus Global to be classified as a corporation (rather than a
partnership) for U.S. tax purposes. Nonetheless, the regulations promulgated pursuant to these publicly traded partnership rules provide certain “safe harbors” which, if complied with, would allow Cibus Global to continue to be classified
as a partnership for U.S. tax purposes. One such safe harbor applies if (among other requirements) Cibus Global were to, at all times, have less than 100 holders of Cibus Common Units. The limitation of the election for Up-C Units to the Top 99 Holders was intended to ensure compliance with this safe harbor.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 October 4, 2023

 Page
 5

 On January 13, 2023, the Company (then Calyxt, Inc.), Calypso Merger Subsidiary, LLC
(“Merger Subsidiary”), Cibus Global and the Blocker Entities (as defined in Annex A hereto) entered into the Merger Agreement. Merger Subsidiary was formed by the Company prior to January 13, 2023, as a wholly-owned subsidiary,
for the sole purpose of completing the merger of Merger Subsidiary with and into Cibus Global, with Cibus Global as the surviving company and Merger Subsidiary ceasing to exist, as described below.

Also on January 13, 2023, support agreements were entered into between Cibus Global, on the one hand, and certain Company stockholders
and certain directors and officers of the Company (collectively, the “Supporting Stockholders”) on the other hand, who as of January 13, 2023, collectively and in the aggregate, beneficially held voting power of approximately
49.8% of the then outstanding common stock of the Company (the “Subject Shares”). Pursuant to the terms of these support agreements, the Supporting Stockholders agreed to take certain actions to support the Transactions, including
not transferring the Subject Shares during the term of these support agreements, except under specified circumstances, and voting the Subject Shares in favor of the Merger Agreement and the Transactions and against any alternative acquisition
proposals.

 Also on January 13, 2023, support agreements were entered into between the Company, on the one hand, and certain of Cibus
Global’s equityholders (including the Blocker Entities) and certain directors and officers of Cibus Global (collectively, the “Cibus Supporting Unitholders”), on the other hand, who as of January 13, 2023, collectively and
in the aggregate, held voting power of approximately 54.3% of the then outstanding voting membership units of Cibus Global (the “Subject Units”). Pursuant to the terms of these support agreements, the Cibus Supporting Unitholders
agreed to take certain actions to support the Transactions, including not transferring the Subject Units during the term of these support agreements except under specified circumstances and voting (or acting by written consent) all of such Cibus
Supporting Unitholders’ Subject Units in favor of the Mergers and the Transactions and against any alternative acquisition proposals, and the conversion of all outstanding pre-closing preferred membership
units of Cibus Global into pre-closing voting common units of Cibus Global on a one-for-one basis.

On February 14, 2023, the Company filed a registration statement on Form S-4 with the Commission.

 On February 23, 2023, the Company received a letter from the Commission noting that the Commission would not review the registration
statement.

 On April 14, 2023, the Company and Cibus Global entered into a First Amendment to the Merger Agreement to correct a
scrivener’s error in the definition of “Public Company Class A Common Stock” in Article IX of the Merger Agreement.

Also on April 14, 2023, the Company filed amendment number 1 to its registration statement on Form
S-4 with the Commission and submitted a written request for acceleration of the effective date of the registration statement, requesting such effectiveness as of 3:00 p.m. Eastern Time on April 18, 2023.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 October 4, 2023

 Page
 6

 On April 18, 2023, the Commission declared the registration statement on Form S-4 effective, and the Company commenced mailing of the proxy statement / prospectus included therein to Calyxt, Inc. stockholders and Cibus Global unitholders.

On May 2, 2023, Cibus Global disseminated an information statement, including a copy of the proxy statement / prospectus included in the
Company’s registration statement that was declared effective, to all members and warrant holders of Cibus Global, which included a copy of an Action by Written Consent of the members of Cibus Global for the approval of the Merger Agreement and
the Transactions and the conversion on a one-for-one basis of all preferred units of Cibus Global into voting common units of Cibus Global immediately preceding the
consummation of the Mergers. For each Top 99 Holder, the information statement was accompanied by an election form and copies of the Tax Receivable Agreement, the Third Amended and Restated Limited Liability Company Agreement of Cibus Global, LLC
(the “LLC Agreement”), Exchange Agreement, and Registration Rights Agreement. Each election form permitted each holder that was a Top 99 Holder to elect on a per-unit basis (other than in
respect of profits interest units of Cibus Global), to receive merger consideration in the form of either (A) shares of Class A Common Stock or (B) Up-C Units (any units of Cibus Global for
which an election was made to receive Up-C Units, being “Excluded Units”), provided that Top 99 Holders electing to receive Up-C Units were not
eligible to exchange more than ninety-five percent (95%) of their units of Cibus

United States securities and exchange commission logo
September 26, 2023
Rory Riggs
Chief Executive Officer
Cibus, Inc.
6455 Nancy Ridge Drive
San Diego, CA 92121
Re:Cibus, Inc.
Form 8-K/A filed June 29, 2023
File No. 001-38161
Dear Rory Riggs:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 8-K/A filed June 29, 2023
Exhibit 99.7 Unaudited Pro Forma Combined Financial Information for Cibus Global, LLC and
Calyxt, Inc. Introductory Note
Introductory Note, page 1
1.We note your response to prior comment 1, as well as the additional information you
provided during our September 14, 2023 telephone call.  Please address the following:
•Provide the ownership and structure of the entities before the date of the business
combination, as well as the ownership interests after the transaction. In this regard,
we note that the Company owns 79.1% of the Cibus common units.  Identify who
owns the remainder of the common units;
•Provide a detailed description of the legal steps taken to effect the transaction,
including the changes to the structures of the entities and the specific timing of each
step between January 13, 2023, the date of the Agreement and Plan of Merger, and
May 31, 2023, the date the parties completed the business combination;

 FirstName LastNameRory  Riggs
 Comapany NameCibus, Inc.
 September 26, 2023 Page 2
 FirstName LastName
Rory  Riggs
Cibus, Inc.
September 26, 2023
Page 2
•Explain why the Company organized the combined entity in an UP-C structure and
explain the objective(s) you were trying to achieve.  Address whether the Company
contemplated other alternative structures and, if not, why not.  Also, address why the
Up-C structure was organized with Cibus Global as an LLC with the Company as its
managing member. Explain whether or not the intended benefits of the UP-C
structure could have been achieved with an alternative governance structure for Cibus
Global, whether you considered any such alternative governance structures, and if
applicable, why you chose the structure utilized in the transaction;
•Given the Company’s significant ownership interest in the combined entity and lack
of any material non-controlling interests, please explain why the LLC agreement was
structured such that the Company was the sole management member of Cibus
Global;
•Provide us with your comprehensive analysis related to the determination that Cibus
Global is a VIE.  Fully explain the specific changes to the LLC agreement that
resulted in this determination, and note the timing of when the changes legally
occurred;
•You indicated that the non-managing members of Cibus Global (post transaction) do
not have kick-out rights or participating rights. Clarify whether this assertion is
because (i) there are no kick-out rights or participating right or (ii) that there are kick-
out rights and/or participating rights and such rights are not substantive.  If the latter,
please explain how you determined such rights are not substantive;
•Provide the following information related to the combined entity:oExplain why the name of the combined entity changed to Cibus, Inc;
oExplain why the Board of Directors of the combined company was decreased to
six members, all of whom were legacy Cibus board members;
oExplain what drove the Board representation and structure;
oExplain how the management of the combined entity was determined; and
oDescribe the nature of the ongoing operations of the combined entity.  Address
whether any legacy operations of Calyxt is part of such ongoing operations.

            In closing, 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. You may contact Jeanne Baker at (202) 551-3691 or Terence
O'Brien at (202) 551-3355 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

CORRESP

 August 23, 2023

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Industrial
Applications and Services

 100 F Street, N.E.

 Washington,
D.C. 20549

Attention:
      Jeanne Baker

         Terence O’Brien

Re:
 Cibus, Inc.

Form 8-K/A filed June 29, 2023

File No. 001-38161

Ladies and Gentlemen:

 Cibus, Inc., a company
incorporated under the laws of the state of Delaware (the “Company” or “Cibus”), is in receipt of the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) set forth in the Commission’s letter dated August 14, 2023 (the “Comment Letter”) with respect to the Company’s Form 8-K/A filed with the
Commission on June 29, 2023.

 Set forth below is the Company’s response to the Comment Letter. For the Staff’s convenience,
the text of the Staff’s comment is set forth below in bold, followed by the Company’s response. Capitalized terms not otherwise defined in this letter have the meaning given to them in the above referenced filing.

Form 8-K/A filed June 29, 2023

Exhibit 99.7 Unaudited Pro Forma Combined Financial Information for Cibus Global, LLC and Calyxt, Inc.

Introductory Note, page 1

1.
 We note your response to prior comment 1. You indicate that upon closing of the Transactions, Cibus Global
met the definition of a variable interest entity (a “VIE”). Please tell us whether Cibus Global met the definition of a VIE prior to the closing of the Transactions. If so, please provide us with your analysis.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 August 23, 2023

Page 2

 Response:

The Company respectfully advises the Staff that the Company has not completed an assessment as to whether or not Cibus Global met the
definition of a VIE prior to the closing of the Transactions. The Company considers that such an assessment in respect of the period preceding the closing of the Transactions was not necessary for the determination of the accounting acquirer in the
Transactions.

 As noted in the Company’s previous response to the Staff’s prior comment 1, even if Cibus Global were concluded
to be a VIE prior to the closing of the Transactions, the Company has evaluated whether any person controlled Cibus Global prior to the consummation of the Transactions and concluded that none of Cibus Global’s members—nor any other person
or entity, including Calyxt—had a controlling financial interest in Cibus Global during such period.

*    *    *    *    *    *
 *

 If you have any questions regarding the foregoing or would like to discuss further any of the matters raised in this response
letter, please feel free to contact Peter E. Devlin of Jones Day at (212) 326-3978.

Very truly yours,

/s/ Rory Riggs

 Rory Riggs

 Chief Executive
Officer

cc:
 Wade King, Cibus, Inc.

Steve Berreth, Cibus, Inc.

 Peter
E. Devlin, Jones Day

 Jeremy W. Cleveland, Jones Day

United States securities and exchange commission logo
August 14, 2023
Rory Riggs
Chief Executive Officer
Cibus, Inc.
6455 Nancy Ridge Drive
San Diego, CA 92121
Re:Cibus, Inc.
Form 8-K/A filed June 29, 2023
File No. 001-38161
Dear Rory Riggs:
            We have reviewed your July 26, 2023 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 18, 2023 letter.
Form 8-K/A filed June 29, 2023
Exhibit 99.7 Unaudited Pro Forma Combined Financial Information for Cibus Global, LLC and
Calyxt, Inc.
Introductory Note, page 1
1.We note your response to prior comment 1.  You indicate that upon closing of the
Transactions, Cibus Global met the definition of a variable interest entity (a "VIE").
Please tell us whether Cibus Global met the definition of a VIE prior to the closing of the
Transactions.  If so, please provide us with your analysis.
            You may contact Jeanne Baker at 202-551-3691 or Terence O'Brien at 202-551-3355 you
have questions.

 FirstName LastNameRory  Riggs
 Comapany NameCibus, Inc.
 August 14, 2023 Page 2
 FirstName LastName
Rory  Riggs
Cibus, Inc.
August 14, 2023
Page 2
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

CORRESP

 July 26, 2023

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Industrial
Applications and Services

 100 F Street, N.E.

 Washington,
D.C. 20549

 Attention:

 Jeanne Baker

 Terence O’Brien

 Re:

 Cibus, Inc.

 Form 8-K/A filed June 29,
2023

 File No. 001-38161

 Ladies and Gentlemen:

Cibus, Inc. (formerly Calyxt, Inc.), a company incorporated under the laws of the state of Delaware (the “Company” or
“Cibus” and, prior to the completion of the business combination, “Calyxt”), is in receipt of the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) set forth in the Commission’s letter dated July 18, 2023 (the “Comment Letter”) with respect to the Company’s Form 8-K/A filed with the Commission
on June 29, 2023.

 Set forth below are the Company’s responses to the Comment Letter. For the Staff’s convenience, the text
of the Staff’s comment is set forth below in bold, followed by the Company’s response. Capitalized terms not otherwise defined in this letter have the meaning given to them in the above referenced filing.

Form 8-K/A filed June 29, 2023

Exhibit 99.7 Unaudited Pro Forma Combined Financial Information for Cibus Global, LLC and Calyxt, Inc.

Introductory Note, page 1

1.
 Please clarify the following regarding your determination that Calyxt, Inc. is the accounting acquirer:

•

 Tell us how you determined that Cibus Global met the definition of a variable interest entity and identify the
primary beneficiary of Cibus Global prior to the business combination. Please note that the initial determination of whether a legal entity is a VIE shall be made on the date at which a reporting entity becomes involved with the legal entity. Refer
to ASC 810-10-25-37 and ASC
810-10-15-14.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 July 26, 2023

 Page
 2

•

 You disclose that Calyxt, Inc. will be the managing member and has been determined to be the accounting
acquirer. Please confirm that Calyxt, Inc. as referred to herein, is the newly combined entity that will be renamed as Cibus, Inc. With reference to (i) the ownerships interests in Cibus, Inc. and (ii) the primary beneficiary of Cibus
Global prior to the merger, please address whether there has been a change in control of Cibus Global. If not, please address the appropriateness of stepping up the assets and liabilities of Cibus Global to fair value.

•

 We note that the combined company will be organized in an
“UP-C” structure, and Cibus Inc.’s only material asset will consist of Cibus Common Units. Legacy Calyxt, Inc. stockholders are expected to own approximately 5% of the issued and outstanding
shares of Cibus, Inc. and legacy holders of Cibus Global membership units are expected to own approximately 95% of the issuance and outstanding shares of Cibus, Inc. With reference to these ownership interests, please explain why, for accounting
purposes, you believe that Calyxt Inc. is the accounting acquirer and Cibus Global is the acquiree.

 Response:

 The Company acknowledges the Staff’s comment and respectively submits the following response.

On May 31, 2023, the Company completed its business combination in accordance with the terms of the Agreement and Plan of
Merger, dated as of January 13, 2023, as amended by the First Amendment thereto dated as of April 14, 2023 (as amended, the “Merger Agreement,” and the transactions contemplated thereby, the
“Transactions”), by and among the Company, Calypso Merger Subsidiary, LLC (“Merger Subsidiary”), Cibus Global, LLC (“Cibus Global”), and certain blocker entities party thereto.

The Company confirms that upon the closing of the Transactions, Calyxt, Inc. changed its name to Cibus, Inc., which constituted
the ultimate parent corporation for the newly combined company. The combined company is organized in an “Up-C” structure, and the Company’s only material asset consists of Cibus Global common
units (“Cibus Common Units”).

 The Company concluded that upon closing of the Transactions Cibus Global
meets the definition of a variable interest entity (a “VIE”) as Cibus Global’s equity holders, as a group, lack the power to direct the activities that most significantly impact the entity’s economic performance. In making
its determination, the Company noted that when assessing whether the equity holders,

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 July 26, 2023

 Page
 3

as a group, lacked the power to direct the activities that most significantly impact the entity’s economic performance, there are different considerations depending on whether the entity is
a limited partnership or a corporation (ASC 810-10-05-03). Pursuant to the Third Amended and Restated Limited Liability Company
Agreement of Cibus Global, which took effect in connection with the closing of the Transactions, (1) the Company is the sole managing member of Cibus Global, exercising a role that is functionally equivalent to that of a general partner of a
limited partnership, and (2) the members of Cibus Global other than the Company, are non-managing members that do not possess kick-out rights or substantive
participating rights, serving a role that is functionally equivalent to that of limited partners of a limited partnership. Accordingly, because Cibus Global is structured under its Third Amended and Restated Liability Company Agreement such that the
Company acts as the managing member with no other member, individually or together, possessing the power to direct the activities of Cibus Global that most significantly impact Cibus Global’s economic performance, the Company determined that
Cibus Global should be treated as a limited partnership for purposes of this assessment for US GAAP accounting purposes. Because the non-managing members lack the power to direct the activities of Cibus
Global that most significantly impact Cibus Global’s economic performance, the Company determined that Cibus Global should be classified as a VIE. The Company has a variable interest in Cibus Global through its 79.1% ownership of Cibus Common
Units effective as of June 1, 2023, immediately following consummation of the Transactions.

 The Company advises the
Staff that it considered the guidance in ASC 810-10-25-37 and ASC
810-10-15-14 in making its assessment. Prior to the completion of the Transactions, Calyxt did not hold a variable interest in
Cibus Global. The Company considered the fact that Cibus Global entered into a loan agreement with Calyxt prior to the completion of the Transactions; however, such loan resulted in Cibus Global holding a variable interest in Calyxt. and did not
provide Cibus Global with any power to direct the activities of Calyxt. Because the corporate structure that was implemented upon completion of the Transactions, including the acquisition by the Company of the Cibus Common Units, represented a
reassessment event, the VIE assessment took place in connection with the conclusion of the Transactions.

 In determining
the accounting acquirer in the Transactions, the Company considered the guidance set forth in ASC 805-10-25-5, which states that
in a business combination in which a VIE is acquired, the primary beneficiary of that entity is always the acquirer. In accordance with ASC
805-10-25-5, the Company’s determination of which party was the primary beneficiary of the VIE was made in accordance with
the guidance in the VIE subsections of ASC 810-10.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 July 26, 2023

 Page
 4

 The Company analyzed which entity meets the criteria to be considered the
primary beneficiary of Cibus Global. In accordance with ASC 810-10-25-38A, the Company determined that Calyxt was the primary
beneficiary of Cibus Global following the Transactions because it met both of the following criteria:

•

 The decisions that most significantly affect the economic performance of Cibus Global are those that relate to
the core operations—using its proprietary gene editing technologies to develop and license gene edited plant traits that improve farming productivity or produce renewable low carbon plant products. Following the Transactions, the Company is the
sole managing member of Cibus Global, and has sole control or authority over all activities, including those that have the most significant impact on Cibus Global.

•

 Following the Transactions, the Company’s variable interests in Cibus Global, through its ownership of Cibus
Global’s Common Units, results in the right (and obligation) to receive benefits (and absorb losses) of Cibus Global that could potentially be significant to Cibus Global.

Because Calyxt was the primary beneficiary of, and following the Transactions has the controlling financial interest in, Cibus
Global, a VIE, the Company concluded that Calyxt, the legal acquirer, is also the accounting acquirer in accordance with the guidance in ASC
805-10-25-5. Because Calyxt is the accounting acquirer, Cibus Global is the accounting acquiree. Accordingly, the relative
ownership interests of the legacy stockholders of Calyxt and the legacy equity holders of Cibus Common Units were not required to be considered in the assessment of the accounting acquirer.

The Company also considered the guidance in ASC 810-10-30-1 which states that if the primary beneficiary of a VIE and the VIE are under common control, that the initial consolidation should be recognized at carryover basis because no change in
control has occurred. As part of this analysis, the Company evaluated whether any person controlled Cibus Global, the entity to be acquired by Merger Subsidiary, prior to the Transactions, and whether that same person, if any, controlled the Company
following the Transactions. Prior to the closing of the Transactions, none of Cibus Global’s members had a controlling financial interest in Cibus Global. The largest equity holders prior to the consummation of the Transactions were FMR, LLC
and Cibus Global’s Chief Executive Officer and Chairman, Rory Riggs, who beneficially owned 14.46% and 13.71% of the voting equity units of Cibus Global, respectively, and neither of which controlled Cibus Global’s board of directors.
Prior to the Transactions, Calyxt was primarily owned by its public stockholders, with Cellectis S.A., a publicly traded company, owning 48.2% of the outstanding common stock and possessing a right to designate a majority of Calyxt’s board of
directors. Subsequent to the closing of the Transactions, no one person or entity controls the Company. Thus, the Company concluded that the Transactions did not represent a transaction between entities under common control.

The Company notes, therefore, that the business combination was accounted for using the acquisition method under ASC 805 with
Calyxt as the accounting acquiror because Calyxt gained control of Cibus Global through its role as the managing member, as discussed above. Under the acquisition method, the Company was required to measure the identifiable assets acquired, the
liabilities assumed, and any noncontrolling interest in, the acquiree at their acquisition-date fair values.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 July 26, 2023

 Page
 5

 The Company acknowledges that all of the Staff’s comments raised in the
Comment Letter as well as the oral comment referenced below must be resolved before a request will be considered for the acceleration of effectiveness of the Registration Statement on Form S-3 (File No. 333-273062) filed by the Company on June 30, 2023 (the “Registration Statement”). In response to an oral comment provided by the Staff in respect of the Registration Statement, the
Company will file a pre-effective amendment to the Registration Statement on Form S-3/A to reflect the Company’s incorporation by reference therein of the
Company’s Annual Report on Form 10-K filed on March 2, 2023 as well as Amendment No. 1 thereto on Form 10-K/A filed on March 3, 2023.

*    *    *    *    *    *
 *

 If you have any questions regarding the foregoing or would like to discuss further any of the matters raised in this response
letter, please feel free to contact Peter E. Devlin of Jones Day at (212) 326-3978.

Very truly yours,

/s/ Rory Riggs

Rory Riggs

Chief Executive Officer

cc:
 Jane Park, Securities and Exchange Commission

Wade King, Cibus, Inc.

 Steve
Berreth, Cibus, Inc.

 Peter E. Devlin, Jones Day

Jeremy W. Cleveland, Jones Day

United States securities and exchange commission logo
July 18, 2023
Rory Riggs
Chief Executive Officer
Cibus, Inc.
6455 Nancy Ridge Drive
San Diego, CA 92121
Re:Cibus, Inc.
Form 8-K/A filed June 29, 2023
File No. 001-38161
Dear Rory Riggs:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 8-K/A filed June 29, 2023
Exhibit 99.7 Unaudited Pro Forma Combined Financial Information for Cibus Global, LLC and
Calyxt, Inc.
Introductory Note, page 1
1.Please clarify the following regarding your determination that Calyxt, Inc. is the
accounting acquirer:
•Tell us how you determined that Cibus Global met the definition of a variable interest
entity and identify the primary beneficiary of Cibus Global prior to the business
combination.  Please note that the initial determination of whether a legal entity is a
VIE shall be made on the date at which a reporting entity becomes involved with the
legal entity.  Refer to ASC 810-10-25-37 and ASC 810-10-15-14.
•You disclose that Calyxt, Inc. will be the managing member and has been determined
to be the accounting acquirer.  Please confirm that Calyxt, Inc. as referred to herein,
is the newly combined entity that will be renamed as Cibus, Inc.  With reference to (i)

 FirstName LastNameRory  Riggs
 Comapany NameCibus, Inc.
 July 18, 2023 Page 2
 FirstName LastName
Rory  Riggs
Cibus, Inc.
July 18, 2023
Page 2
the ownerships interests in Cibus, Inc. and (ii) the primary beneficiary of Cibus
Global prior to the merger, please address whether there has been a change in control
of Cibus Global.  If not, please address the appropriateness of stepping up the assets
and liabilities of Cibus Global to fair value.
•We note that the combined company will be organized in an “UP-C” structure, and
Cibus Inc.’s only material asset will consist of Cibus Common Units.  Legacy Calyxt,
Inc. stockholders are expected to own approximately 5% of the issued and
outstanding shares of Cibus, Inc. and legacy holders of Cibus Global membership
units are expected to own approximately 95% of the issuance and outstanding shares
of Cibus, Inc.  With reference to these ownership interests, please explain why, for
accounting purposes, you believe that Calyxt Inc. is the accounting acquirer and
Cibus Global is the acquiree.

            In closing, 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.
            You may contact Jeanne Baker at 202-551-3691 or Terence O'Brien at 202-551-3355
with any questions.

Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

CORRESP

 Calyxt, Inc.

2800 Mount Ridge Road

 Roseville,
MN 55113

 April 14, 2023

 CORRESPONDENCE FILED
VIA EDGAR

 Office of Industrial Applications and Services

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Margaret Schwartz

Re:
 Calyxt, Inc.

Registration Statement on Form S-4 (File
No. 333-269764)

 Request for Acceleration of Effective Date

Dear Ms. Schwartz:

 Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, Calyxt, Inc. (the “Company”) hereby respectfully requests that the U.S. Securities and Exchange Commission accelerate the effective date and time of the
above referenced Registration Statement on Form S-4 (the “Registration Statement”) and declare the Registration Statement effective as of 3:00 p.m. Eastern Time on April 18, 2023, or as
soon thereafter as practicable.

 The Company requests that it be notified of such effectiveness by a telephone call to John Butler of
Sidley Austin LLP at (212) 839-8513. Thank you for your attention to this matter.

cc:
 John Butler, Sidley Austin LLP

Peter Devlin, Jones Day

Sincerely,

Calyxt, Inc.

/s/ Michael A. Carr

Michael A. Carr

Chief Executive Officer

United States securities and exchange commission logo
February 23, 2023
Michael A. Carr
President and Chief Executive Officer
Calyxt, Inc.
2800 Mount Ridge Road
Roseville, MN 55113
Re:Calyxt, Inc.
Registration Statement on Form S-4
Filed February 14, 2023
File No. 333-269764
Dear Michael A. Carr:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       John H. Butler, Esq.

CORRESP
1
filename1.htm

CORRESP

 Calyxt, Inc.

2800 Mount Ridge Road

 Roseville,
MN 55113

 September 22, 2022

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Joshua Gorsky, Esq.

RE:
 Calyxt, Inc.

Registration Statement on Form S-3 (File
No. 333-267499)

 Ladies and Gentlemen:

In accordance with Rules 460 and 461 under the Securities Act of 1933, as amended, Calyxt, Inc. (the “Registrant”) hereby
requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on
September 26, 2022 at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

 The Registrant also hereby requests that the
Commission notify Peter Devlin of Jones Day at 212-326-3978 or pdevlin@jonesday.com to confirm that the Registration Statement has become effective.

Please contact Peter Devlin of Jones Day if you have any questions concerning the foregoing. Thank you for your attention to this matter.

Very truly yours,

CALYXT, INC.

By:

 /s/ William F. Koschak

Name:

William F. Koschak

Title:

Chief Financial Officer

cc:
 Peter Devlin, Jones Day

United States securities and exchange commission logo
September 21, 2022
Debra Frimerman
General Counsel
Calyxt, Inc.
2800 Mount Ridge Road
Roseville, MN 55113
Re:Calyxt, Inc.
Registration Statement on Form S-3
Filed September 19, 2022
File No. 333-267499
Dear Ms. Frimerman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Peter E. Devlin

CORRESP
1
filename1.htm

CORRESP

 Calyxt, Inc.

2800 Mount Ridge Road

 Roseville,
MN 55113

 July 29, 2022

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 Chris Edwards, Esq.

RE:
 Calyxt, Inc.

Registration Statement on Form S-3 (File
No. 333-266302)

 Ladies and Gentlemen:

In accordance with Rules 460 and 461 under the Securities Act of 1933, as amended, Calyxt, Inc. (the “Registrant”) hereby
requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on
August 2, 2022 at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

 The Registrant also hereby requests that the
Commission notify Peter Devlin of Jones Day at 212-326-3978 or pdevlin@jonesday.com to confirm that the Registration Statement has become effective.

 Please contact Peter Devlin of Jones Day if you have any questions concerning the foregoing.
Thank you for your attention to this matter.

Very truly yours,

CALYXT, INC.

By:

 /s/ William F. Koschak

William F. Koschak

Chief Financial Officer

cc:
 Peter Devlin, Jones Day

United States securities and exchange commission logo
July 27, 2022
Debra Frimerman, Esq.
General Counsel
Calyxt, Inc.
2800 Mount Ridge Road
Roseville, MN 55113
Re:Calyxt, Inc.
Registration Statement on Form S-3
Filed July 22, 2022
File No. 333-266302
Dear Ms. Frimerman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Peter E. Devlin, Esq.

United States securities and exchange commission logo
January 24, 2022
William Koschak
Chief Financial Officer
Calyxt, Inc.
2800 Mount Ridge Road
Roseville, Minnesota 55113
Re:Calyxt, Inc.
Form 10-K for the Year Ended December 31, 2020
Form 10-Q for the Period Ended September 30, 2021
File No. 001-38161
Dear Mr. Koschak:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Debra Frimerman

CORRESP
1
filename1.htm

CORRESP

 January 7, 2022

Via EDGAR

 Division of Corporation Finance

Office of Life Sciences

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549-3628

Attention:
 Nudrat Salik

 Al Pavot

Re:
 Calyxt, Inc.

 Form 10-K for the Year Ended December 31, 2020

 Form 10-Q for the Period Ended September 30, 2021

 File No. 001-38161

Ladies and Gentlemen:

 Calyxt, Inc., a company
incorporated under the laws of the state of Delaware (the “Company” or “Calyxt”), is in receipt of the comments of the Staff (the “Staff”) of the Division of Corporate Finance of the Securities and Exchange Commission
(the “Commission”) set forth in the Staff’s letter dated December 15, 2021 (the “Comment Letter”) in respect of the Company’s filings referenced above.

Set forth below are the Company’s responses to the Comment Letter. For the Staff’s convenience, the text of the Staff’s
comments is set forth below in bold, followed in each case by the Company’s response. Capitalized terms not otherwise defined in this letter have the meaning given to them in the above referenced filings.

Form 10-K for the Year Ended December 31, 2020

Short-Term Investments, page F-7

1.
 Please explain why you classified your short-term investments as trading and why the corresponding cash
flows have been classified as investing instead of as operating in your Statements of Cash Flows. See ASC 320 and ASC 230-10-45-20.

Response: Calyxt invested its cash and cash equivalents in a portfolio of short-term securities in early January 2020 as part of a
strategy to diversify the Company’s credit risk. The acquired portfolio consisted of a number of investment-grade corporate debt securities with a range of maturities.

The securities were purchased with the intent to generally match their maturities with Calyxt’s projected monthly cash usage.
Subsequently, Calyxt either held these securities to their planned maturity or liquidated them earlier in response to variations in the Company’s monthly cash usage needs.

Calyxt, Inc., 2800 Mount Ridge Road, Roseville, MN 55113, USA, Phone +1 (651) 683-2807, www.calyxt.com

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 January 7, 2022

 Page
 2

 Calyxt advises the Staff that these securities were incorrectly disclosed as trading
securities in Notes 1 and 2 to the financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

ASC 320-10-25-1(a) states that “[i]f a security is acquired with the intent of selling it within hours or days, the security shall be
classified as trading.” The securities were not purchased with the intent of selling them within hours or days in accordance with ASC 320-10-25-1(a). Further, Calyxt did not intend for, and was not active in, frequent buying and selling of
these investments to generate profits on short-term movements in market prices or spreads.

 Calyxt also considered whether the investment
portfolio should be classified as held-to-maturity, given the investment maturities were selected based on anticipated cash needs over future periods. However, in assessing ASC 320-10-25-1(c), the Company determined that as an emerging growth
company with limited cash inflows, it did not have the positive intent and ability to hold these investments until their stated maturities, because the Company’s intent was to liquidate the positions either as the securities matured or as
needed for liquidity purposes, depending upon the circumstances. Calyxt’s historical performance demonstrated that it did not necessarily have the ability to hold these securities to maturity.

Given that these investments should not have been classified as trading securities or as held-to-maturity securities, Calyxt believes the
appropriate classification of the investments should have been as available-for-sale.

 The corresponding cash flows associated with the
portfolio of securities were classified as cash flows from investing activities in accordance with ASC 230-10-45-11. The unrealized gains and losses on the portfolio of securities were recorded in current earnings, as opposed to other comprehensive
income, as they were not material to the Company’s reported earnings in any period presented.

 While all of the short-term investments
were liquidated during the course of the 2021 fiscal year, Calyxt respectfully advises the Staff that the Company will modify its future filings to reflect the presentation of its investment portfolio in the prior year as available-for-sale,
consistent with Calyxt’s management’s intentions upon acquisition of the securities.

 Calyxt, Inc., 2800 Mount
Ridge Road, Roseville, MN 55113, USA, Phone +1 (651) 683-2807, www.calyxt.com

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 January 7, 2022

 Page
 3

 Revenue Recognition – Product Sales, page F-9

2.
 In regards to your revenue recognition policy related to product sales, please address the following:

•

 We note that you may sell grain to a processor with a commitment to repurchase any soybean meal
resulting from their grain crushing activity with a single net cash settlement occurring between the parties. In these instances, you recognize revenue from the sale of grain in the amount of the final net cash settlement with the processor. Please
help us better understand and correspondingly expand your disclosures to better explain what consideration you gave to the guidance in ASC 606-10-25-26 as well as ASC 606-10-55-66 through 55-78 in determining your revenue recognition policy related
to these sales which are subject to a repurchase agreement; and

 Calyxt entered into a sale agreement in the third
quarter of 2020 to sell a portion of the Company’s high oleic soybean grain inventory to a single customer, a large grain processor. Pursuant to the terms of the agreement, the processor agreed to purchase grain from Calyxt at prevailing market
prices.

 While the processor intended to crush the soybean grain and market the resulting oil (the primary value source from the crush),
Calyxt agreed that it would market the soybean meal, the coproduct derived from the grain crush. Therefore, Calyxt entered into a separate contract with the processor for Calyxt’s purchase of the soybean meal coproduct and subsequently sold all
of the meal purchased to other customers. This is the only transaction of this type the Company has entered into, and because of the change to its business model made in 2020, it does not expect to enter into any similar transactions in the future.
The transaction was initiated and was completed in the third quarter of 2020 (i.e., the grain was sold to the processor and the coproduct meal was purchased by the Company in the third quarter of 2020).

In determining the Company’s policy to recognize revenue from this sale of grain in the amount of the final net cash settlement with the
processor, the Company considered the consideration payable guidance in ASC 606-10-32-25 and evaluated whether the consideration payable to the processor for the purchase of the meal represented consideration paid for a distinct good or service or
whether the consideration should be netted against the revenue recorded for the grain sale. Because the Company applied the consideration payable to a customer guidance for these transactions, Calyxt did not apply the repurchase guidance in ASC
606-10-25-26 as well as ASC 606-10-55-66 through 55-78 in determining the Company’s revenue recognition policy related to the transactions.

Following the consideration payable guidance, the Company determined that the payments made were not for a distinct good or service as the meal
is considered highly interrelated to the grain, because both possess Calyxt specific genetic traits. Therefore, the Company accounted for the consideration paid to the customer for the meal as a reduction of the transaction price for the grain. As
the consideration payable to the customer occurs at or near the same time as the transfer of the grain, the Company recognized the reduction of revenue upon the transfer of the related goods or services to the customer.

 Calyxt, Inc., 2800 Mount
Ridge Road, Roseville, MN 55113, USA, Phone +1 (651) 683-2807, www.calyxt.com

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 January 7, 2022

 Page
 4

In making the determination of whether the transaction to sell the grain was separable and distinct from the transaction to purchase the meal from the processor, Calyxt considered the guidance in
ASC 606-10-25-19 and whether both (a) the customer could benefit from the soybean grain and the coproduct meal and (b) the Company’s promise to transfer the soybean grain to the customer was separately identifiable from its other
promise to purchase and market the meal coproduct from the crush.

 In evaluating ASC 606-10-25-19(e) Calyxt considered that soybean grain
could be—and regularly is—sold on a stand-alone basis. Here, the processor purchased the grain and used its resources to crush the grain in order to obtain the soybean oil to sell to its customers. In addition, the coproduct soybean meal
was a stand-alone marketable commodity and could have been marketed by the processor in the United States without any involvement from Calyxt. Although the Company’s customer, the processor, is in the business of buying soybean grain and in
selling meal, in this particular instance, logistical considerations led the processor to negotiate for Calyxt to purchase and sell the coproduct soybean meal. After evaluating the facts and circumstances, Calyxt concluded that the processor could
benefit from the grain purchased, the oil they retained and sold, and the meal coproduct and therefore determined that the criteria in ASC 606-10-25-19(a) for determining whether the obligations within the contract are distinct were met.

In assessing ASC 606-10-25-19(b), Calyxt considered whether the obligations for the transfer of the soybean grain and the purchase of the
coproduct meal were distinct in the context of the contract. In making this determination, the most relevant factor was 606-10-25-21(c) and whether the obligation to sell the grain and the obligation to purchase the meal were highly interdependent
or highly interrelated. Calyxt concluded that the Company’s grain and its meal are highly interrelated as it is not possible to obtain soybean meal without acquiring and processing soybean grain. The specific promise to sell Calyxt’s
soybean grain in these transactions was conditioned on Calyxt’s promise to purchase the meal coproduct from the specific grain originally sold to the processor and was inseparable due to a number of factors, including certain regulatory
requirements applicable to the Company’s soybean grain—in particular, Calyxt’s obligations were specifically related to the coproduct meal resulting from the crushing of the Company’s soybean grain, which possessed specific
genetic traits such that Calyxt’s soybean meal cannot be substituted with meal produced from the crushing of other soybean grain. As a result, the contractual obligations were significantly affected by each other as the obligations to purchase
the meal coproduct from Calyxt’s grain could not occur without the obligation to sell the Company’s grain. This interdependency is further supported by the requirement that the transactions net settle in cash that eliminated gross payment
in cash from the customer for the grain and gross payment for the meal from Calyxt. The processor’s sole interest in the transaction was to obtain the oil with the specific genetic traits Calyxt has engineered, which could only be obtained
through the purchase of all of the Calyxt grain. The processor required the unwanted meal byproduct to be returned to Calyxt, primarily for regulatory reasons, which resulted in the transactions being net cash settled.

 Calyxt, Inc., 2800 Mount
Ridge Road, Roseville, MN 55113, USA, Phone +1 (651) 683-2807, www.calyxt.com

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 January 7, 2022

 Page
 5

 Given that Calyxt determined that the Company did not meet both criteria in ASC 606-10-25-19,
the Company’s management determined that the purchase of the meal coproduct from Calyxt’s sold grain was not considered distinct. Calyxt’s obligation to transfer grain to the processor was possible because the processor had required
the Company to purchase the coproduct meal. In negotiating the two contracts, the processor informed the Company that it would not enter into the contract to buy Calyxt’s soybean grain without the corresponding obligation for Calyxt to purchase
the coproduct meal from the Company’s grain.

 These transactions were finalized during the third quarter of 2020 and there were no
open transactions of this type as of December 31, 2020, and no further transactions of this type have been subsequently entered into.

The Company advises the Staff that it will expand the disclosure in its forthcoming Annual Report on Form 10-K to better explain the
considerations described above in determining its revenue recognition policy related to this transaction as follows:

 In certain
transactions occurring in the third quarter of 2020, the Company sold grain to a processor with a commitment to provide consideration to the processor in exchange for the soybean meal resulting from the grain crushing activity. The Company
determined the consideration payable to the processor was not in exchange for a distinct good or service, as the soybean meal was considered highly interrelated to the grain because they both possess Calyxt specific genetic traits, and the
transactions were entered into in contemplation of one another. For these transactions, the Company recognized revenue from the sale of grain in the amount of the final net cash settlement with the processor, as the consideration payable to the
processor was treated as a reduction of revenue.

•

 In regards to the bill and hold arrangements in which you sell grain to a processor and your storage facility
continues to be used to hold the grain until such time it is requested it be delivered, please help us better understand and correspondingly expand your disclosures to better explain what consideration you gave to the guidance in ASC 606-10-55-81 in
determining your revenue recognition policy related to these arrangements. Please specifically address what consideration you gave as to whether there could be additional performance obligations in these arrangements such as custodial services.

 As noted by the Staff, Calyxt disclosed in its Annual Report on Form 10-K for the year ended December 31, 2020,
that in certain instances, the Company may sell grain to a processor and subsequent to the sale, the processor will utilize the Company’s storage facility to hold the grain until delivery is requested. Calyxt would be responsible for all
handling charges and delivery activities. In these instances, Calyxt disclosed that it recognizes revenue from the sale of grain to the processor upon the transfer of the control of the grain through the assignment of warehouse receipts, and
concurrently accrues all estimated future storage, handling, and delivery costs associated with that sale.

 Calyxt, Inc., 2800 Mount
Ridge Road, Roseville, MN 55113, USA, Phone +1 (651) 683-2807, www.calyxt.com

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 January 7, 2022

 Page
 6

 During 2020 and 2021, Calyxt sold harvested soybean grain to a large grain processor through
several purchase orders for various quantities of grain. For certain of these soybean grain orders (e.g., approximately 750 thousand bushels of soybeans for $7.5 million in the 2020 fiscal year), the processor requested that Calyxt hold
the inventory in the Company’s rented third-party storage facilities until the processor r

United States securities and exchange commission logo
December 15, 2021
William Koschak
Chief Financial Officer
Calyxt, Inc.
2800 Mount Ridge Road
Roseville, Minnesota 55113
Re:Calyxt, Inc.
Form 10-K for the Year Ended December 31, 2020
Form 10-Q for the Period Ended September 30, 2021
File No. 001-38161
Dear Mr. Koschak:
            We have reviewed your filing and have the following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2020
Short-Term Investments, page F-7
1.Please explain why you classified your short-term investments as trading and why the
corresponding cash flows have been classified as investing instead of as operating in your
Statements of Cash Flows.  See ASC 320 and ASC 230-10-45-20.
Revenue Recognition - Product Sales, page F-9
2.In regards to your revenue recognition policy related to product sales, please address the
following:
•We note that you may sell grain to a processor with a commitment to repurchase any
soybean meal resulting from their grain crushing activity with a single net cash
settlement occurring between the parties.  In these instances, you recognize revenue
from the sale of grain in the amount of the final net cash settlement with the
processor.  Please help us better understand and correspondingly expand your

 FirstName LastNameWilliam Koschak
 Comapany NameCalyxt, Inc.
 December 15, 2021 Page 2
 FirstName LastName
William Koschak
Calyxt, Inc.
December 15, 2021
Page 2
disclosures to better explain what consideration you gave to the guidance in ASC
606-10-25-26 as well as ASC 606-10-55-66 through 55-78 in determining your
revenue recognition policy related to these sales which are subject to a repurchase
agreement; and
•In regards to the bill and hold arrangements in which you sell grain to a processor and
your storage facility continues to be used to hold the grain until such time it
is requested it be delivered, please help us better understand and correspondingly
expand your disclosures to better explain what consideration you gave to the
guidance in ASC 606-10-55-81 in determining your revenue recognition policy
related to these arrangements.  Please specifically address what consideration you
gave as to whether there could be additional performance obligations in these
arrangements such as custodial services.
Form 10-Q for the Period Ended September 30, 2021
Balance Sheet, page 4
3.Please quantify the components within your inventory balance as required by Article 10-
01(a)(2) of Regulation S-X.
            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.
            Please contact Nudrat Salik at (202) 551-3692 or Al Pavot at (202) 551-3738 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Debra Frimerman

CORRESP
1
filename1.htm

CORRESP

 September 25, 2019

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Transportation and Leisure

 100 F Street, N.E.

 Washington,
D.C. 20549

 Attention:      Anne Parker

Laura Nicholson

Re:

Calyxt, Inc.

Registration Statement on Form S-3 (Registration No. 333-233231)

 Ladies and Gentlemen:

On behalf of Calyxt, Inc. (the “Company”), the undersigned hereby requests, pursuant to Rule 461 of Regulation C promulgated under
the Securities Act of 1933, that the effective time of the Registration Statement on Form S-3 (File No. 333-233231) (the “Registration Statement”) of the
Company be accelerated to 4:00 p.m., Eastern Time, on September 27, 2019, or as soon as practicable thereafter. The Company respectfully requests that you notify Peter E. Devlin of such effectiveness by a telephone call to (212) 326-3978.

 Please contact Peter E. Devlin at Jones Day at (212)
326-3978 if you have any questions concerning this matter. Thank you for your continued attention to this matter.

Very truly yours,

CALYXT, INC.

By:

 /s/ Debra H. Frimerman

Name: Debra H. Frimerman

Title:   General Counsel

cc:

Peter E. Devlin

Jones Day

CORRESP
1
filename1.htm

clxt-corresp.htm

`

September 16, 2019

CORRESPONDENCE FILING VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Transportation and Leisure

100 F Street, N.E.

Washington, D.C.  20549

Attention:

Anne Parker

Laura Nicholson

Re:

Calyxt, Inc.

Registration Statement on Form S-3

Filed August 16, 2019

File No. 333-233231

Ladies and Gentlemen:

Calyxt, Inc., a Delaware corporation (“Calyxt,” the “Company,” “we,” “our” or “us”), hereby responds to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the Commission’s letter dated August 29, 2019 with respect to our Registration Statement on Form S-3, filed on August 16, 2019. We are concurrently filing a revised Registration Statement (the “Amended Registration Statement”) that includes changes in response to the Staff’s comments.

Below are the Company’s responses. For the convenience of the Staff, the Company has repeated each of the Staff’s comments before the corresponding response. Terms used, but not otherwise defined in this response letter, have the meanings assigned to them in the Amended Registration Statement.

Registration Statement on Form S-3 filed August 16, 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

United States Securities and Exchange Commission
September 16, 2019
Page 2

enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Response:

In response to the Staff’s comment, the Company has revised the applicable disclosure on page 10 in the Amended Registration Statement.

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.

Response:

The Company respectfully advises the Staff that it does not intend to rely on General Instruction I.B.6 to Form S-3 for limited primary offerings. Rather, the Company is eligible to register securities on the Registration Statement pursuant to General Instruction I.B.1 to Form S-3 because the aggregate market value of its voting and non-voting common equity held by non-affiliates, computed by using the price at which the Company’s common stock was last sold as of a date within 60 days prior to the date of filing of the Registration Statement with the Commission, exceeded $75 million. On July 1, 2019 (one such date within 60 days prior to August 16, 2019), the Company had 32,864,600 shares of common stock outstanding, of which 22,828,024 shares were held by affiliates of the Company. In addition, the closing price of the Company’s common stock on the Nasdaq Stock Market on July 1, 2019 was $12.82 per share. Accordingly, the aggregate market value of the Company’s common stock held by non-affiliates, calculated in accordance with General Instruction I.B.1 to Form S-3, was $128,668,904. As such, the Company respectfully advises the Staff that it is eligible to use Form S-3 pursuant to General Instruction I.B.1.

* * * * * * * * *

If you have any questions regarding these matters, please do not hesitate to contact the undersigned at (651) 683-2807.

Very truly yours,

/s/ Debra H. Frimerman

Debra H. Frimerman

General Counsel

cc:James Blome, Chief Executive Officer
William F. Koschak, Chief Financial Officer

Peter E. Devlin, Jones Day

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

CORRESP
1
filename1.htm

CORRESP

 May 15, 2018

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

Re:
Calyxt, Inc.

 Registration Statement on Form S-1
(File No. 333-224945)

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several
underwriters (the “Underwriters”), hereby join in the request of Calyxt, Inc. with respect to the effective time of the above-referenced Registration Statement so that it will become effective May 17, 2018, at 4:00 p.m. Eastern
Time, or as soon thereafter as practicable.

 In connection with this acceleration request and pursuant to Rule 460 under the Act, please
be advised that there will be distributed to each Underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to
secure adequate distribution of the preliminary prospectus.

 We, the undersigned, as representatives of the several Underwriters, have
complied and will comply, and we have been informed by the participating Underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.

 [signature page follows]

 Very truly yours,

 CITIGROUP GLOBAL MARKETS INC.

GOLDMAN SACHS & CO. LLC

JEFFERIES LLC

on behalf of themselves and as representatives of the Underwriters

CITIGROUP GLOBAL MARKETS INC.

By:

/s/ Bradley Wolff

Name:

Bradley Wolff

Title:

Managing Director

GOLDMAN SACHS & CO. LLC

By:

/s/ Raffael Fiumara

Name:

Raffael Fiumara

Title:

Vice President

JEFFERIES LLC

By:

/s/ Dr. Gil Bar-Nahum

Name:

Dr. Gil Bar-Nahum

Title:

Managing Director

 [Signature Page to Underwriters’ Acceleration Request Letter]

CORRESP
1
filename1.htm

CORRESP

 Calyxt, Inc.

600 County Road D.W., Suite 8

 New
Brighton, Minnesota 55112

 May 15, 2018

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:        Mr. Justin Dobbie

RE:
Calyxt, Inc.

Registration Statement on Form S-1

File No. 333-224945

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Calyxt, Inc. (the
“Registrant”) hereby requests that the effective time of the above-referenced registration statement on Form S-1 (the “Registration Statement”) be accelerated and that such Registration Statement become effective on
May 17, 2018 at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable. The Registrant also hereby requests that it be notified of such effectiveness by a telephone call to Boris Dolgonos, Jones Day, at 212-326-3430, or Peter Devlin, Jones
Day, at 212-326-3978.

 Please contact Boris Dolgonos of Jones Day at (212) 326-3430 if you have any questions concerning the foregoing.
Thank you for your attention to this matter.

Very truly yours,

CALYXT, INC.

By:

/s/ Federico Tripodi

Federico Tripodi

Chief Executive Officer

cc:
Boris Dolgonos, Jones Day

Peter Devlin, Jones Day

Mail Stop 3561       February 1, 2018

Federico A. Tripodi
Chief Executive Officer
Calyxt, Inc.
600 County Road D West, Suite 8
New Brighton, MN 55112

Re: Calyxt, Inc.
  Draft Registration Statement on Form S-1
Submitted January 25, 2018
  CIK  No. 0001705843

Dear Mr. Tripodi:

This is to advise you that we do not intend to review your registration statement .

We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time.  Please refer to Rules 460 and 461 regarding requests for
acceleration.  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.

Please  contact Julie Griffith  at (202) 551 -3267 with any questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal B ranch Chief
Office of Transportation and Leisure

CORRESP
1
filename1.htm

Underwriter Acceleration Request

 July 17, 2017

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

Re:
Calyxt, Inc.

 Registration Statement on Form S-1
(File No. 333-218924)

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several
underwriters (the “Underwriters”), hereby join in the request of Calyxt, Inc. with respect to the effective time of the above-referenced Registration Statement so that it will become effective Wednesday, July 19, 2017, at 4:00
p.m. Eastern Time, or as soon thereafter as practicable.

 In connection with this acceleration request and pursuant to Rule 460 under the
Act, please be advised that, during the period from July 10, 2017 to the date of this letter, we have effected approximately the following distribution of copies of the preliminary prospectus, dated July 10, 2017:

 To Whom Distributed

Number of Copies

 Institutions, Brokers and Other

1,443

 We, the undersigned, as representatives of the several Underwriters, have complied and will comply, and we
have been informed by the participating Underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[signature page follows]

Very truly yours,

 CITIGROUP GLOBAL MARKETS INC.

JEFFERIES LLC

 on behalf of themselves and as
representatives of the Underwriters

CITIGROUP GLOBAL MARKETS INC.

By:

/s/ Russell Chong

Name:

Russell Chong

Title:

Managing Director

JEFFERIES LLC

By:

/s/ John Haynor

Name:

John Haynor

Title:

Managing Director

 [Signature Page to Underwriters’ Acceleration Request Letter]

CORRESP
1
filename1.htm

Company Acceleration Request

 Calyxt, Inc.

600 County Road D West

Suite 8

 New Brighton, MN
55112

 July 17, 2017

 Division of Corporation
Finance

 U.S. Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549-3628

 Attn:
Mr. John Dana Brown

Re:

 Calyxt, Inc.

 Registration Statement on Form S-1

 Registration No. 333-218924

 Dear Mr. Brown:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. Eastern
Daylight Time on July 19, 2017 or as soon thereafter as is practicable. By separate letter, the underwriters of the issuance of the securities being registered join in this request for acceleration.

Please do not hesitate to contact Richard D. Truesdell, Jr. of Davis Polk & Wardwell LLP at
(212) 450-4674 or Derek J. Dostal of Davis Polk & Wardwell LLP at (212) 450-4322 with any questions or comments with respect to this letter.

[Signature Page Follows]

 Sincerely,

CALYXT, INC.

By:

/s/ Joseph B. Saluri

 Name:  Joseph B. Saluri

 Title:    General Counsel

 Via EDGAR

CC:
Richard D. Truesdell, Jr., Davis Polk & Wardwell LLP

 Derek J. Dostal, Davis
Polk & Wardwell LLP

Mail Stop 3561
June 8, 2017

Federico A. Tripodi
Chief Executive Officer
Calyxt, Inc.
600 County Road D West
Suite 8
New Brighton, MN 55112

Re: Calyxt, Inc.
Draft Registration Statement on Form S-1
Submitted May 15, 2017
  CIK No. 0001705843

Dear Mr. Tripodi :

We have reviewed your draft registration statement  and have the following 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 providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumst ances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please provide us copies of all written communications, as defined in Rule 405 under the
Securities Act, that you , or anyone authorized to do so on your behalf , present to potential
investors in reliance on Section 5( d) of the Securities Act, whether or not they retain
copies of the communications.

2. Please pro vide us mockups of any pages that include any additional pictures or graphics
to be presented, including any accompanying captions.  Please keep in mind, sc heduling
your printing and distributing of the preliminary prospectus, that we may have comment
after reviewing the materials.

Federico A. Tripodi
Calyxt, Inc.
June 8, 2017
Page 2

 3. Please update the financial statements pursuant to Rule 8 -08 of Regulation S -X and other
information in the filing to include the interim period ended March 31, 2017.

Use of Proceeds, page 46

4. Please clarify whether  the contemplated use of proceeds t o “build out commercial
capabilities”  refers to  the facility expansion you discuss  elsewhere.   To the extent a
material amount of other funds will be necessary to accomplish this purpose,  please
quantify the amount and anticipated source of funds.  Please also revise Liquidity and
Capital Resources as appropriate.  Refer to Instructions 2 and 3 to Item 504 of Regulation
S-K.

Liquidity and Capital Resources, page 60

Sources of Liquidity, page 60

5. You state  Cellectis will guarantee funding  for your operations  through May 2018 .  Please
discuss whether the timing of or amount raised in the initial public offering will release,
modify, or otherwise affect the Cellectis guarantee.

Business, page  64

Our Competitive Strengths, page 67

6. In the first bullet point on page 68 p lease further explain the layering of new products on
top of existing products and how this provides incremental value without significant
incremental costs.

Our Technologies, page 72

7. Please discuss, to the extent material, any limitations or challenges presented by not using
foreign DNA in developing your product pipeline.   For example, discuss whether there
are practical limitations in the number of products or extent of traits which can be gene -
edited without using foreign DNA or other techniques.

Our Commercial Strategy, page 73

8. Please expand your discussion of your plans to repurpose your existing supply chain
capacity, including milestones and, to the extent material, estimated budgets.  Please also
clarify whether each product you commercialize has  or will have  its own dedicated
supply chain.

9. Please briefly explain the use of tolling arrangements in the context of an agricultural
supply chain and your specific business model.

Federico A. Tripodi
Calyxt, Inc.
June 8, 2017
Page 3

Our Product Pipeline, page 74

Herbicide Tolerant Wheat (Farmer Trait), page 76

10. Please explain how herbicide tolerant crops are a “sustainable” alternative and briefly
describe the alternative crop protection chemistries you reference here.

Description of Capital Stock, page 110

11. You state that the descriptio n of capital stock is qualified in its entirety by reference to ,
among other things, the  Delaware General Corporation Law.   It is not appropriate to
qualify your disclosure by reference to information that is not included in the prospectus
or filed as an e xhibit to the registration statement.  Please revise accordingly.

You may contact Heather Clark  at (202) 551 -3624  or Doug Jones  at (202) 551 -3309  if
you have questions regarding comments on the financial statements and related matters.  Please
contact J. Nolan McWilliams  at (202) 551 -3217  or me at (202) 551 -3859 with any other
questions.

Sincerely,

 /s/ John Dana Brown

John Dana Brown
Attorney Advisor
Office of Transportation and Leisure

cc: Derek J. Dostal, Esq.
 Davis Polk & Wardwell LLP