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PRELIMINARY NOTE The unaudited condensed Consolidated Financial Statements for the three and six-month periods ended

Key Takeaway: unaudited condensed Consolidated Financial Statements for the three and six-month periods ended June 30, 2021, included herein, have been prepared in accordance with International Accounting Standard 34 ( IAS 34 ) Interim Financial Reporting as issued by the International Accoun

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unaudited condensed Consolidated Financial Statements for the three and six-month periods ended June 30, 2021, included herein, have been prepared in accordance with International Accounting Standard 34
( IAS 34 ) Interim Financial Reporting as issued by the International Accounting Standards Board ( IASB ). The consolidated financial statements are presented in U.S. dollars. All references in this interim report to
$ and U.S. dollars mean U.S. dollars and all references to and euros mean euros, unless otherwise noted.
This interim report, including Management s Discussion and Analysis of Financial Condition and Results of Operations,
contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act. All statements other than present and historical facts and conditions contained in this
interim report, including statements regarding our future results of operations and financial position, business strategy, plans and our objectives for future operations, are forward-looking statements. When used in this interim report, the words
anticipate, believe, can, could, estimate, expect, intend, is designed to, may, might, plan,
potential, predict, objective, should, or the negative of these and similar expressions identify forward-looking statements. These forward-looking statements are subject to numerous risks and
uncertainties and are made in light of information currently available to us. Actual results, performance or events may differ materially from those projected in any forward-looking statement. Many important factors may adversely affect such
forward-looking statements and cause actual results to differ from those in any forward-looking statement, including, without limitation, the severity and duration of the evolving COVID-19 pandemic and the
resulting impact on macro-economic conditions; inconclusive clinical trial results or clinical trials failing to achieve one or more endpoints; early data not being repeated in ongoing or future clinical trials; failures to secure required
regulatory approvals; disruptions from failures by third-parties on whom we rely in connection with our clinical trials; delays or negative determinations by regulatory authorities; changes or increases in oversight and regulation; increased
competition; manufacturing delays or problems; inability to achieve enrollment targets; disagreements with our collaboration partners or failures of collaboration partners to pursue product candidates; legal challenges, including product liability
claims or intellectual property disputes; commercialization factors, including regulatory approval and pricing determinations; disruptions to access to raw materials or starting material; delays or disruptions at our
in-house manufacturing facilities; proliferation and continuous evolution of new technologies; disruptions to Calyxt s business, including disruptions resulting from Calyxt s execution of its
business model; management changes; dislocations in the capital markets; and other important factors described under Risk Factors and Special Note Regarding Forward-Looking Statements in our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 4, 2021 (the Annual Report ) and under Risk Factors in the interim reports that we file with the Securities and Exchange
Commission. As a result of these factors, we cannot assure you that the forward-looking statements in this interim report will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be
material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified
time frame or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
We own various trademark registrations and applications, and unregistered trademarks and service marks, including Cellectis , TALEN and our corporate logos, and all such trademarks and service marks appearing in this interim report are the property of Cellectis.
The trademark Calyxt is owned by Calyxt. All other trade names, trademarks and service marks of other companies appearing in this interim report are the property of their respective holders.
Solely for convenience, the trademarks and trade names in this interim report may be referred to without the and symbols, but such
references, or the failure of such symbols to appear, should not be construed as any indication that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend to use or display other
companies trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
As used in this interim report, the terms Cellectis, we, our, us, and the
Company refer to Cellectis S.A. and its subsidiaries, taken as a whole, unless the context otherwise requires. References to Calyxt refer to Calyxt, Inc. and its subsidiaries, taken as a whole.
PART I FINANCIAL INFORMATION
Item 1. Condensed Financial Statements (Unaudited)
Item 2. Management s Discussion & Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risks
Item 4. Controls and Procedures
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Default Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
PART I FINANCIAL INFORMATION
Item 1. Condensed Financial Statements (unaudited)
STATEMENTS OF CONSOLIDATED FINANCIAL POSITION
As of
Notes December 31, 2020 June 30, 2021
ASSETS
Non-current assets
Intangible assets 1,584 1,584
Property, plant, and equipment 6 71,673 79,478
Right-of-use assets 5 73,845 74,050
Other non-current financial assets 7 7,007 22,101
Total non-current assets 154,109 177,214
Current assets
Inventories 1,606 2,468
Trade receivables 8.1 5,171 3,878
Subsidies receivables 8.2 10,703 5,654
Other current assets 8.3 29,643 16,733
Current financial assets 9.1 27,091 3,393
Cash and cash equivalents 9.2 241,148 248,226
Total current assets 315,362 280,352
TOTAL ASSETS 469,471 457,565
LIABILITIES
Shareholders equity
Share capital 13 2,785 2,947
Premiums related to the share capital 13 863,912 920,591
Currency translation adjustment (4,089 ) (9,602 )
Retained earnings (505,961 ) (586,284 )
Net income (loss) (81,074 ) (51,787 )
Total shareholders equity - Group Share 275,573 275,865
Non-controlling interests 33,273 26,458
Total shareholders equity 308,846 302,323
Non-current liabilities
Non-current financial liabilities 10 28,836 23,475
Non-current lease debts 10 75,764 75,763
Non-current provisions 16 4,010 3,610
Other non-current liabilities 948
Total non-current liabilities 108,610 103,797
Current liabilities
Current lease debts 10 6,696 7,691
Trade payables 10 24,609 28,254
Deferred revenues and contract liabilities 12 452 423
Current provisions 16 1,131 1,397
Other current liabilities 11 19,127 13,681
Total current liabilities 52,015 51,446
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 469,471 457,565
The accompanying notes form an integral part of these unaudited condensed Interim Consolidated Financial
UNAUDITED STATEMENTS OF CONSOLIDATED OPERATIONS
For the six-month period ended June 30,
$ in thousands, except per share amounts
For the six-month period ended June 30,
Notes 2020 2021
Revenues and other income
Revenues 3.1 52,993 36,777
Other income 3.1 3,494 5,804
Total revenues and other income 56,487 42,581
Operating expenses
Cost of revenue 3.2 (10,428 ) (19,899 )
Research and development expenses 3.2 (43,587 ) (62,338 )
Selling, general and administrative expenses 3.2 (21,213 ) (18,219 )
Other operating income (expenses) 86 488
Total operating expenses (75,142 ) (99,968 )
Operating income (loss) (18,655 ) (57,387 )
Net Financial gain (loss) (635 ) 431
Income tax
Net income (loss) (19,290 ) (56,956 )
Attributable to shareholders of Cellectis (12,221 ) (51,787 )
Attributable to non-controlling interests (7,069 ) (5,169 )
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis 15
Basic net income (loss) attributable to shareholders of Cellectis per share ($ /share) (0.29 ) (1.17 )
Diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) (0.29 ) (1.17 )
The accompanying notes form an integral part of these unaudited condensed Interim Consolidated Financial
UNAUDITED INTERIM STATEMENTS OF CONSOLIDATED COMPREHENSIVE
For the six-month period ended June 30,
For the six-month period ended June 30,
2020 2021
Net income (loss) (19,290 ) (56,956 )
Actuarial gains and losses 143 577
Other comprehensive income (loss) that will not be reclassified subsequently to income or loss 143 577
Currency translation adjustment (634 ) (6,969 )
Commodity derivative contracts (58 )
Other comprehensive income (loss) that will be reclassified subsequently to income or loss (691 ) (6,969 )
Total Comprehensive income (loss) (19,838 ) (63,348 )
Attributable to shareholders of Cellectis (13,206 ) (56,661 )
Attributable to non-controlling interests (6,632 ) (6,688 )
The accompanying notes form an integral part of these unaudited condensed Interim Consolidated Financial
UNAUDITED STATEMENTS OF CONSOLIDATED OPERATIONS
For the three-month period ended June 30,
$ in thousands, except per share amounts
For the three-month period ended June 30,
Notes 2020 2021
Revenues and other income
Revenues 3.1 2,900 11,176
Other income 3.1 1,716 3,439
Total revenues and other income 4,616 14,615
Operating expenses
Cost of revenue 3.2 (5,827 ) (11,754 )
Research and development expenses 3.2 (22,862 ) (31,147 )
Selling, general and administrative expenses 3.2 (9,070 ) (9,343 )
Other operating income (expenses) 111 150
Total operating expenses (37,647 ) (52,096 )
Operating income (loss) (33,031 ) (37,481 )
Financial gain (loss) (2,821 ) (4,129 )
Income tax
Net income (loss) (35,852 ) (41,610 )
Attributable to shareholders of Cellectis (32,263 ) (39,919 )
Attributable to non-controlling interests (3,589 ) (1,691 )
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis 15
Basic net income (loss) attributable to shareholders of Cellectis per share ( $ /share) (0.76 ) (0.88 )
Diluted net income (loss) attributable to shareholders of Cellectis per share ( $ /share) (0.76 ) (0.88 )
The accompanying notes form an integral part of these unaudited condensed Interim Consolidated Financial
UNAUDITED INTERIM STATEMENTS OF CONSOLIDATED COMPREHENSIVE
three-month period ended June 30,
2020 2021
Net income (loss) (35,852 ) (41,610 )
Actuarial gains and losses 189 137
Other comprehensive income (loss) that will not be reclassified subsequently to income or loss 189 137
Currency translation adjustment 5,534 2,714
Commodity derivative contracts (3 )
Other comprehensive income (loss) that will be reclassified subsequently to income or loss 5,531 2,714
Total Comprehensive income (loss) (30,132 ) (38,759 )
Attributable to shareholders of Cellectis (26,611 ) (37,034 )
Attributable to non-controlling interests (3,521 ) (1,725 )
The accompanying notes form an integral part of these unaudited condensed Interim Consolidated Financial
UNAUDITED INTERIM STATEMENTS OF CONSOLIDATED CASH FLOWS
For the six-month period ended June 30,
For the six-month period ended June 30,
Notes 2020 2021
Cash flows from operating activities
Net income (loss) for the period (19,290 ) (56,956 )
Reconciliation of net income (loss) and of the cash provided by (used in) operating activities
Adjustments for
Amortization and depreciation 4,199 7,173
Net loss (income) on disposals 9 4
Net financial loss (gain) 645 (431 )
Expenses related to share-based payments 9,427 4,020
Provisions (1,897 ) 433
Other non-cash items 2
Gain upon the forgiveness of the Payroll Protection Program loan 10.1 (1,528 )
Convertible note received for up-front license fee classified in non-current assets 7 (14,904 )
Interest (paid) / received 2,809 (1,422 )
Operating cash flows before change in working capital (4,099 ) (63,610 )
Decrease (increase) in inventories (2,813 ) (866 )
Decrease (increase) in trade receivables and other current assets (2,159 ) 4,325
Decrease (increase) in subsidies receivables 3,690 4,787
(Decrease) increase in trade payables and other current liabilities 3,782 2,330
(Decrease) increase in deferred income (19,167 ) (19 )
Change in working capital (16,667 ) 10,556
Net cash flows provided by (used in) operating activities (20,766 ) (53,054 )
Cash flows from investment activities
Acquisition of intangible assets (41 ) (23 )
Acquisition of property, plant and equipment (21,891 ) (13,641 )
Net change in non-current financial assets (1,958 ) (93 )
Sale (Acquisition) of current financial assets (29,993 ) 23,698
Net cash flows provided by (used in) investing activities (53,882 ) 9,941
Cash flows from financing activities
Proceeds from the exercise of stock options Cellectis 11,818
Proceeds from the exercise of stock options Calyxt 179 227
Increase in share capital Cellectis 1,518 46,924
Payments on lease debts (3,594 ) (6,339 )
Net cash flows provided by (used in) financing activities (1,898 ) 52,630
(Decrease) increase in cash and cash equivalents (76,546 ) 9,518
Cash and cash equivalents at the beginning of the year 340,522 241,148
Effect of exchange rate changes on cash (3,266 ) (2,439 )
Cash and cash equivalents at the end of the period 9 260,711 248,226
The accompanying notes form an integral part of these unaudited condensed Interim Consolidated Financial
UNAUDITED STATEMENTS OF CHANGES IN CONSOLIDATED SHAREHOLDERS EQUITY
For the six-month period ended June 30,
$ in thousands, except share data
Notes Share Capital Ordinary Shares Premiums related to share capital Currency translation adjustment Retained earnings (deficit) Income (Loss) Equity Total Shareholders Equity
Number of shares Amount attributable to shareholders of Cellectis Non controlling interests
As of January 1, 2020 42,465,669 2,767 843,478 (22,641 ) (406,390 ) (102,091 ) 315,123 40,347 355,470
Net Loss (12,221 ) (12,221 ) (7,069 ) (19,290 )
Other comprehensive income (loss) (1,089 ) 104 (985 ) 437 (548 )
Total comprehensive income (loss) (1,089 ) 104 (12,221 ) (13,206 ) (6,632 ) (19,838 )
Allocation of prior period loss (102,091 ) 102,091
Exercise of share warrants, employee warrants, stock options and free shares vesting 13 20,464 1 (1 )
Transaction with subsidiaries (155 ) (155 ) 155
Non-cash stock-based compensation expense 13 5,844 5,844 3,583 9,427
As of June 30, 2020 42,486,133 2,768 849,322 (23,730 ) (508,533 ) (12,221 ) 307,606 37,453 345,059
As of January 1, 2021 42,780,186 2,785 863,911 (4,089 ) (505,961 ) (81,074 ) 275,572 33,273 308,845
Net Loss (51,787 ) (51,787 ) (5,169 ) (56,956 )
Other comprehensive income (loss) (5,451 ) 577 (4,874 ) (1,519 ) (6,393 )
Total comprehensive income (loss) (5,451 ) 577 (51,787 ) (56,661 ) (6,688 ) (63,349 )
Allocation of prior period loss (81,074 ) 81,074
Exercise of stock options Calyxt 146 146 81 227
Capital Increase Cellectis (ATM) 2,415,630 146 47,688 47,834 47,834
Transaction costs (1) (910 ) (910 ) (910 )
Transaction with subsidiaries (6 ) (6 ) 5 (1 )
Exercise of share warrants, employee warrants, stock-options and free-shares vesting Cellectis 13 265,494 16 5,702 5,718 5,718
Non-cash stock-based compensation expense 13 4,233 4,233 (213 ) 4,020
Other movements (34 ) (62 ) 34 (62 ) (62 )
As of June 30, 2021 45,461,310 2,947 920,591 (9,602 ) (586,284 ) (51,787 ) 275,864 26,458 302,323
The accompanying notes form an integral part of these unaudited condensed Interim Consolidated Financial Statements
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Cellectis S.A. (hereinafter Cellectis or we ) is a limited liability company ( soci t anonyme )
registered and domiciled in Paris, France.
We are a clinical stage biotechnological company, employing our core proprietary technologies to develop
products based on gene-editing with a portfolio of allogeneic Chimeric Antigen Receptor T-cells ( UCART ) product candidates in the field of immuno-oncology and gene-edited hematopoietic stem cells
( HSC ) product candidates in other therapeutic indications.
Our UCART product candidates, based on gene-edited
T-cells that express Chimeric Antigen Receptors ( CARs ), seek to harness the power of the immune system to target and eradicate cancers. We believe that
CAR-based immunotherapy is one of the most promising areas of cancer research, representing a new paradigm for cancer treatment. We are designing next-generation immunotherapies that are based on gene-edited
CAR T-cells. Our gene-editing technologies allow us to create allogeneic CAR T-cells, meaning they are derived from healthy donors rather than the patients themselves.
We believe that the allogeneic production of CAR T-cells will allow us to develop cost-effective, off-the-shelf
products and are capable of being stored and distributed worldwide. Our gene-editing expertise also enables us to develop product candidates that feature additional safety and efficacy attributes, including control properties designed to prevent
them from attacking healthy tissues, to enable them to tolerate standard oncology treatments, and to equip them to resist mechanisms that inhibit immune-system activity.
Together with our focus on immuno-oncology, we are using, through our platform, HEAL, our gene-editing technologies to develop HSC product candidates in
As of June 30, 2021, Cellectis S.A. also owns 64.4% of the outstanding shares of common stock of Calyxt, Inc., our plant-based
biotechnology platform subsidiary that is focused on deploying its core strengths in research and development, including gene editing, plant breeding, and trait development, toward developing high value, sustainable and plant-based innovations with
substantial disruption potential.
Cellectis S.A., Cellectis, Inc., Cellectis Biologics Inc. and Calyxt, Inc. are sometimes referred to as a consolidated
group of companies as the Group.
While implementing health and safety measures in response to the COVID-19 pandemic, we continued to advance our
proprietary allogeneic CAR T-cell programs during the six months ended June 30, 2021.
Although the COVID-19 pandemic has slowed the enrolment of new patients, Cellectis continued to enroll patients in its AMELI-01, BALLI-01 and MELANI-01 clinical trials during this first half of 2021, and each of the trials currently continues to progress through its respective dose levels.
Despite the increasing availability of COVID-19 vaccines, the COVID-19
pandemic and government actions to contain it continue to result in significant disruptions to various public and commercial activities. With respect to clinical trials for both our proprietary allogeneic CAR
T-cell programs and programs conducted by commercial partners, enrollment of new patients and the ability to conduct
patient follow-up is expected to continue to be impacted by the COVID-19 pandemic. The exact timing of delays and
overall impact of the COVID-19 pandemic to our business, preclinical studies, clinical trials and manufacturing activities is currently unknown, and we are monitoring the pandemic as it continues to evolve.
At Calyxt, during the first half of 2021, the COVID-19 pandemic did not have a material impact on operations.
However, a resurgence of the COVID-19 pandemic, governmental response measures, and resulting disruptions could adversely affect Calyxt s operations and results.
The overall impact to Cellectis and Calyxt s businesses will be dependent on future developments, which are highly uncertain and difficult to
Note 2. Accounting principles
Basis for preparation
The Interim Consolidated Financial Statements of Cellectis as of, and for the three- and
six-month periods ended, June 30, 2021 were approved by our Board of Directors on August 5, 2021.
Interim Consolidated Financial Statements are presented in U.S. dollars. See Note 2.2.
The Interim Consolidated Financial Statements as of, and for the
three- and six-month periods ended June 30, 2021 have been prepared in accordance with International Accounting Standard ( IAS ) 34 Interim Financial Reporting, as issued by the International
Accounting Standards Board ( IASB ).
The Interim Consolidated Financial Statements as of and for the three- and
six-month periods ended June 30, 2021 have been prepared using the same accounting policies and methods as those applied for the year ended December 31, 2020, except as described below related to the
new or amended accounting standards applied.
Last updated: Aug 5, 2021