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

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

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unaudited condensed Consolidated Financial Statements for the three and nine-month periods ended September 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.
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 ) under Risk
Factors in the interim reports that we file with the Securities and Exchange Commission (the SEC ) and other factors that we disclose in filings with the SEC from time to time. 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 trademarks Calyxt , PlantSpringTM and BioFactoryTM are 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 7
Item 1. Condensed Financial Statements (Unaudited) 7
Item 2. Management s Discussion & Analysis of Financial Condition and Results of Operations 43
Item 3. Quantitative and Qualitative Disclosures About Market Risks 61
Item 4. Controls and Procedures 61
PART II OTHER INFORMATION 62
Item 1. Legal Proceedings 62
Item 1A. Risk Factors 62
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 62
Item 3. Default Upon Senior Securities 62
Item 4. Mine Safety Disclosures 62
Item 5. Other Information 62
Item 6. Exhibits 62
PART I FINANCIAL INFORMATION
Item 1. Condensed Financial Statements (unaudited)
STATEMENTS OF CONSOLIDATED FINANCIAL POSITION
As of
Notes December 31, 2020 September 30, 2021
ASSETS
Non-current assets
Intangible assets 1,584 2,551
Property, plant, and equipment 6 71,673 80,542
Right-of-use assets 5 73,845 71,899
Other non-current financial assets 7 7,007 22,045
Total non-current assets 154,109 177,037
Current assets
Inventories 1,606 1,674
Trade receivables 8.1 5,171 349
Subsidies receivables 8.2 10,703 7,971
Other current assets 8.3 29,643 14,753
Current financial assets 9.1 27,091 393
Cash and cash equivalents 9.2 241,148 210,709
Total current assets 315,362 235,849
TOTAL ASSETS 469,471 412,886
LIABILITIES
Shareholders equity
Share capital 13 2,785 2,946
Premiums related to the share capital 13 863,912 925,290
Currency translation adjustment (4,089 ) (14,345 )
Retained earnings (505,961 ) (586,723 )
Net income (loss) (81,074 ) (89,201 )
Total shareholders equity - Group Share 275,573 237,967
Non-controlling interests 33,273 24,180
Total shareholders equity 308,846 262,147
Non-current liabilities
Non-current financial liabilities 10 28,836 22,767
Non-current lease debts 10 75,764 73,730
Non-current provisions 16 4,010 3,851
Other non-current liabilities 787
Total non-current liabilities 108,610 101,136
Current liabilities
Current lease debts 10 6,696 8,079
Trade payables 10 24,609 22,809
Deferred revenues and contract liabilities 12 452 500
Current provisions 16 1,131 4,190
Other current liabilities 11 19,127 14,024
Total current liabilities 52,015 49,603
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 469,471 412,886
The accompanying notes form an integral part of these unaudited condensed Interim Consolidated Financial
UNAUDITED STATEMENTS OF CONSOLIDATED OPERATIONS
$ in thousands, except per share amounts
For the nine-month period ended September 30,
Notes 2020 2021
Revenues and other income
Revenues 3.1 60,037 45,088
Other income 3.1 6,510 8,320
Total revenues and other income 66,547 53,408
Operating expenses
Cost of revenue 3.2 (18,159 ) (29,113 )
Research and development expenses 3.2 (63,594 ) (96,663 )
Selling, general and administrative expenses 3.2 (31,765 ) (27,894 )
Other operating income (expenses) (291 ) 506
Total operating expenses (113,810 ) (153,163 )
Operating income (loss) (47,263 ) (99,755 )
Net financial gain (loss) (4,733 ) 2,728
Income tax
Net income (loss) (51,996 ) (97,027 )
Attributable to shareholders of Cellectis (41,605 ) (89,201 )
Attributable to non-controlling interests (10,391 ) (7,827 )
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) (0.98 ) (2.00 )
Diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) (0.98 ) (2.00 )
The accompanying notes form an integral part of these unaudited condensed Interim Consolidated Financial
UNAUDITED INTERIM STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)
For the nine-month period ended September 30,
2020 2021
Net income (loss) (51,996 ) (97,027 )
Actuarial gains and losses (17 ) 366
Other comprehensive income (loss) that will not be reclassified subsequently to income (loss) (17 ) 366
Currency translation adjustment 9,611 (11,753 )
Commodity derivative contracts (58 )
Other comprehensive income (loss) that will be reclassified subsequently to income (loss) 9,553 (11,753 )
Total Comprehensive income (loss) (42,460 ) (108,414 )
Attributable to shareholders of Cellectis (32,574 ) (99,091 )
Attributable to non-controlling interests (9,885 ) (9,324 )
The accompanying notes form an integral part of these unaudited condensed Interim Consolidated Financial
UNAUDITED STATEMENTS OF CONSOLIDATED OPERATIONS
$ in thousands, except per share amounts
For the three-month period ended September 30,
Notes 2020 2021
Revenues and other income
Revenues 3.1 6,179 8,312
Other income 3.1 3,063 2,516
Total revenues and other income 9,242 10,827
Operating expenses
Cost of revenue 3.2 (7,820 ) (9,213 )
Research and development expenses 3.2 (20,103 ) (34,324 )
Selling, general and administrative expenses 3.2 (10,301 ) (9,675 )
Other operating income (expenses) (374 ) 18
Total operating expenses (38,595 ) (53,195 )
Operating income (loss) (29,353 ) (42,368 )
Financial gain (loss) (4,250 ) 2,296
Income tax
Net income (loss) (33,602 ) (40,071 )
Attributable to shareholders of Cellectis (30,297 ) (37,413 )
Attributable to non-controlling interests (3,305 ) (2,658 )
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) (0.71 ) (0.82 )
Diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) (0.71 ) (0.82 )
The accompanying notes form an integral part of these unaudited condensed Interim Consolidated Financial
UNAUDITED INTERIM STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)
For the three-month period ended September 30,
2020 2021
Net income (loss) (33,602 ) (40,071 )
Actuarial gains and losses (160 ) 229
Other comprehensive income (loss) that will not be reclassified subsequently to income (loss) (160 ) 229
Currency translation adjustment 10,245 (14,467 )
Commodity derivative contracts
Other comprehensive income (loss) that will be reclassified subsequently to income (loss) 10,245 (14,467 )
Total Comprehensive income (loss) (22,622 ) (69,655 )
Attributable to shareholders of Cellectis (19,369 ) (62,056 )
Attributable to non-controlling interests (3,253 ) (7,599 )
The accompanying notes form an integral part of these unaudited condensed Interim Consolidated Financial
UNAUDITED INTERIM STATEMENTS OF CONSOLIDATED CASH FLOWS
For the nine-month period ended September 30,
Notes 2020 2021
Cash flows from operating activities
Net income (loss) (51,996 ) (97,027 )
Adjustment to reconcile net income (loss) to cash provided by (used in) operating activities
Adjustments for
Amortization and depreciation 6,776 11,538
Net loss (income) on disposals 27 2
Net financial loss (gain) 4,748 (2,728 )
Expenses related to share-based payments 12,808 9,560
Provisions (2,426 ) 3,631
Other non-cash items (20 )
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 (15,503 )
Foreign exchange gain (loss) (1,988 )
Interest (paid) / received 3,705 765
Operating cash flows before change in working capital (26,378 ) (93,278 )
Decrease (increase) in inventories (3,353 ) (74 )
Decrease (increase) in trade receivables and other current assets (2,741 ) 9,771
Decrease (increase) in subsidies receivables 1,112 2,211
(Decrease) increase in trade payables and other current liabilities 4,603 (2,172 )
(Decrease) increase in deferred income (19,617 ) 62
Change in working capital (19,996 ) 9,797
Net cash flows provided by (used in) operating activities (46,374 ) (83,480 )
Cash flows from investment activities
Acquisition of intangible assets (43 ) (880 )
Acquisition of property, plant and equipment (28,226 ) (18,254 )
Net change in non-current financial assets (2,480 ) (81 )
Sale (Acquisition) of current financial assets (20,856 ) 26,698
Cash flows provided by (used in) investment activities (51,604 ) 7,483
Cash flows from financing activities
Proceeds from the exercise of Cellectis stock options 11,731
Proceeds from the exercise of Calyxt stock options 211 227
Increase in share capital Cellectis 183 46,597
Increase in borrowings 23,849
Interest paid on financial debt (162 )
Payments on lease debts (9,598 ) (9,445 )
Net cash flows provided by (used in) financing activities 14,645 48,948
(Decrease) increase in cash and cash equivalents (83,333 ) (27,049 )
Cash and cash equivalents at the beginning of the year 340,522 241,148
Effect of exchange rate changes on cash 3,753 (3,389 )
Cash and cash equivalents at the end of the period 9 260,941 210,709
The accompanying notes form an integral part of these unaudited condensed Interim Consolidated Financial
UNAUDITED STATEMENTS OF CHANGES IN CONSOLIDATED SHAREHOLDERS EQUITY
For the nine-month period ended September 30,
$ in thousands, except share data
Share Capital Ordinary Shares Equity
Notes Number of shares Amount Premiums related to share capital Currency translation adjustment Retained earnings (deficit) Income (Loss) attributable to shareholders of Cellectis Non-controlling interests Total Shareholders Equity
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 (41,605 ) (41,605 ) (10,391 ) (51,996 )
Other comprehensive income (loss) 9,087 (56 ) 9,031 506 9,537
Total comprehensive income (loss) 9,087 (56 ) (41,605 ) (32,574 ) (9,885 ) (42,460 )
Allocation of prior period loss (102,091 ) 102,091
Transaction with subsidiaries 6 144 150 67 217
Operation between shareholders (8 ) (201 ) (210 ) 201 (8 )
Exercise of share warrants, employee warrants, stock options and free shares vesting 13 20,464 1 182 183 183
Non-cash stock-based compensation expense 13 7,696 7,696 5,111 12,808
Other movements (8 ) 8
As of September 30, 2020 42,486,133 2,768 851,348 (13,556 ) (508,586 ) (41,605 ) 290,369 35,841 326,210
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 (89,201 ) (89,201 ) (7,827 ) (97,027 )
Other comprehensive income (loss) (10,256 ) 366 (9,890 ) (1,497 ) (11,387 )
Total comprehensive income (loss) (10,256 ) 366 (89,201 ) (99,091 ) (9,324 ) (108,415 )
Allocation of prior period loss (81,074 ) 81,074
Exercise of stock options Calyxt (75 ) (75 ) (42 ) (116 )
Capital Increase Cellectis (ATM) 2,415,630 145 47,334 47,478 47,478
Transaction costs (1) (881 ) (881 ) (881 )
Transaction with subsidiaries (8 ) (8 ) 8
Exercise of share warrants, employee warrants, stock-options and free-shares vesting Cellectis 13 279,494 17 5,660 (1 ) 5,675 5,675
Non-cash stock-based compensation expense 13 9,297 9,297 264 9,560
Other movements (30 ) 30
As of September 30, 2021 45,475,310 2,946 925,290 (14,345 ) (586,723 ) (89,201 ) 237,967 24,180 262,147
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
that 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 .HEAL platform, our gene-editing technologies to develop HSC product candidates in
As of September 30, 2021, Cellectis S.A. also owns 64.2% of the outstanding shares of common stock of Calyxt, Inc., our
plant-based synthetic biotechnology subsidiary, which leverages its proprietary PlantSpringTM technology platform to engineer plant metabolism for customers innovative, high-value, and
sustainable materials and products for use in helping customers meet their sustainability targets and financial goals.
Cellectis S.A., Cellectis, Inc.,
Cellectis Biologics Inc. and Calyxt, Inc. (or Calyxt ) are sometimes referred to as a consolidated group of companies as the Group.
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 nine
months ended September 30, 2021.
Although the COVID-19 pandemic has slowed the enrollment of new patients,
Cellectis continued to enroll patients in its AMELI-01, BALLI-01 and MELANI-01 clinical trials during the nine months 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 nine months ended September 30, 2021, the COVID-19 pandemic did not have a material
impact on Calyxt s operations. However, a resurgence or prolonging of the COVID-19 pandemic, governmental response measures, and resulting disruptions could rapidly offset such improvements. Moreover, the
effects of the COVID-19 pandemic on the financial markets remain substantial and broader economic uncertainties persist, which may make obtaining capital challenging and have exacerbated the risk that such
capital, if available, may not be available on terms acceptable to Calyxt. There continues to be significant uncertainty relating to the COVID-19 pandemic and its impact, and many factors could affect
Calyxt s results and operations, including, but not limited to, those described in Calyxt s Part I, Item 1A, Risk Factors of its 2020 Form 10-K.
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 nine-month periods ended,
September 30, 2021 were approved by our Board of Directors on November 4, 2021.
The 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 nine-month periods ended September 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 nine-month periods ended September 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.
IFRS include International Financial Reporting Standards ( IFRS ), International Accounting Standards ( the IAS ), as well as the
interpretations issued by the Standards Interpretation Committee ( the SIC ), and the International Financial Reporting Interpretations Committee ( IFRIC ).
Last updated: Nov 4, 2021