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

Key Takeaway: The unaudited condensed Consolidated Financial Statements for the three and six-months periods ended June 30, 2022, 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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The unaudited condensed Consolidated Financial Statements for the three and
six-months periods ended June 30, 2022, 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; 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; promising preclinical data not yielding positive clinical results; 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; Calyxt s ability to continue as a going concern; 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 (the SEC ) on March 3, 2022 (the Annual Report ) and under Risk
Factors in the interim reports that we file with the SEC. 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 , PlantSpring , BioFactory , Plant Cell
Matrix and PCM 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 3
Item 1. Financial Statements (Unaudited) 3
Item 2. Management s Discussion & Analysis of Financial Condition and Results of Operations 42
Item 3. Quantitative and Qualitative Disclosures About Market Risks 60
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 63
Item 4. Mine Safety Disclosures 63
Item 5. Other Information 63
Item 6. Exhibits 63
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As of
Notes December 31, 2021 Unaudited June 30, 2022
ASSETS
Non-current assets
Intangible assets 1,854 1,584
Property, plant, and equipment 6 78,846 73,953
Right-of-use assets 5 69,423 61,086
Non-current financial assets 7 6,524 9,093
Total non-current assets 156,647 145,716
Current assets
Trade receivables 8.1 20,361 2,602
Subsidies receivables 8.2 9,268 11,244
Other current assets 8.3 9,665 7,694
Current financial assets 9.1 499 24,186
Cash and cash equivalents 9.2 185,636 129,440
Total current assets 225,429 175,167
TOTAL ASSETS 382,076 320,883
LIABILITIES
Shareholders equity
Share capital 13 2,945 2,946
Premiums related to the share capital 13 934,696 567,284
Currency translation adjustment (18,021 ) (29,626 )
Retained earnings (584,129 ) (320,812 )
Net income (loss) (114,197 ) (50,858 )
Total shareholders equity - Group Share 221,293 168,933
Non-controlling interests 15,181 11,588
Total shareholders equity 236,474 180,522
Non-current liabilities
Non-current financial liabilities 10 20,030 15,636
Non-current lease debts 10 71,526 66,591
Non-current provisions 16 4,073 2,852
Other non-current liabilities 626
Total non-current liabilities 96,254 85,079
Current liabilities
Current financial liabilities 2,354 11,310
Current lease debts 10 8,329 8,091
Trade payables 10 23,762 24,159
Deferred revenues and contract liabilities 12 301 400
Current provisions 16 871 440
Other current liabilities 11 13,731 10,884
Total current liabilities 49,348 55,282
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 382,076 320,883
The accompanying notes form an integral part of these unaudited condensed consolidated interim financial
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
($ in thousands, except per share amounts)
For the six-month period ended June 30,
Notes 2021 2022
Revenues and other income
Revenues 3.1 36,777 3,045
Other income 3.1 5,804 3,551
Total revenues and other income 42,581 6,596
Operating expenses
Cost of revenue 3.2 (19,899 ) (714 )
Research and development expenses 3.2 (62,338 ) (58,527 )
Selling, general and administrative expenses 3.2 (18,219 ) (17,695 )
Other operating income (expenses) 488 1,016
Total operating expenses (99,968 ) (75,920 )
Operating income (loss) (57,387 ) (69,324 )
Net Financial gain (loss) 431 15,113
Net income (loss) (56,956 ) (54,211 )
Attributable to shareholders of Cellectis (51,787 ) (50,858 )
Attributable to non-controlling interests (5,169 ) (3,352 )
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) (1.17 ) (1.12 )
Diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) (1.17 ) (1.12 )
The accompanying notes form an integral part of these unaudited condensed consolidated interim financial
CONDENSED COSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
For the six-month period ended June 30,
2021 2022
Net income (loss) (56,956 ) (54,211 )
Actuarial gains and losses 577 1,218
Other comprehensive income (loss) that will not be reclassified subsequently to income or loss 577 1,218
Currency translation adjustment (6,969 ) (11,978 )
Other comprehensive income (loss) that will be reclassified subsequently to income or loss (6,969 ) (11,978 )
Total Comprehensive income (loss) (63,348 ) (64,971 )
Attributable to shareholders of Cellectis (56,661 ) (61,246 )
Attributable to non-controlling interests (6,688 ) (3,725 )
The accompanying notes form an integral part of these unaudited condensed consolidated interim financial
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
($ in thousands, except per share amounts)
For the three-month period ended June 30,
Notes 2021 2022
Revenues and other income
Revenues 3.1 11,176 1,348
Other income 3.1 3,439 1,416
Total revenues and other income 14,615 2,765
Operating expenses
Cost of revenue 3.2 (11,754 ) (329 )
Research and development expenses 3.2 (31,147 ) (29,048 )
Selling, general and administrative expenses 3.2 (9,343 ) (8,415 )
Other operating income (expenses) 150 952
Total operating expenses (52,096 ) (36,842 )
Operating income (loss) (37,481 ) (34,077 )
Financial gain (loss) (4,129 ) 14,623
Income tax
Net income (loss) (41,610 ) (19,454 )
Attributable to shareholders of Cellectis (39,919 ) (18,947 )
Attributable to non-controlling interests (1,691 ) (506 )
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) (0.88 ) (0.42 )
Diluted net income (loss) attributable to shareholders of Cellectis per share ( $ /share) (0.88 ) (0.42 )
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
For the three-month period ended June 30,,
2021 2022
Net income (loss) (41,610 ) (19,454 )
Actuarial gains and losses 137 791
Other comprehensive income (loss) that will not be reclassified subsequently to income or loss 137 791
Currency translation adjustment 2,714 (8,870 )
Commodity derivative contracts
Other comprehensive income (loss) that will be reclassified subsequently to income or loss 2,714 (8,870 )
Total Comprehensive income (loss) (38,759 ) (27,533 )
Attributable to shareholders of Cellectis (37,034 ) (26,521 )
Attributable to non-controlling interests (1,725 ) (1,011 )
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
For the six-month period ended June 30,
Notes 2021 2022
Cash flows from operating activities
Net income (loss) for the period (56,956 ) (54,211 )
Adjustment to reconcile net income (loss) to cash provided by (used in) operating activities
Adjustments for
Amortization and depreciation 7,173 10,718
Net loss (income) on disposals 4 112
Net financial loss (gain) (431 ) (15,113 )
Expenses related to share-based payments 4,020 6,285
Provisions 433 (113 )
Other non-cash items 2 (460 )
Convertible note received for up-front license fee classified in non-current assets 7 (1,528 )
Realized foreign exchange gain (loss) (14,904 ) (381 )
Interest (paid) / received (1,422 ) (848 )
Operating cash flows before change in working capital (63,610 ) (54,010 )
Decrease (increase) in inventories (866 )
Decrease (increase) in trade receivables and other current assets 4,325 (2,583 )
Decrease (increase) in subsidies receivables 4,787 (2,807 )
(Decrease) increase in trade payables and other current liabilities 2,330 (893 )
(Decrease) increase in deferred income (19 ) 112
Change in working capital 10,556 (6,171 )
Net cash flows provided by (used in) operating activities (53,054 ) (60,181 )
Cash flows from investment activities
Acquisition of intangible assets (23 ) (31 )
Acquisition of property, plant and equipment 6 (13,641 ) (2,257 )
Net change in non-current financial assets 7 (93 ) (203 )
Sale (Acquisition) of current financial assets 7 23,698 (46 )
Net cash flows provided by (used in) investing activities of continuing operations 9,941 (2,537 )
Cash flows provided by (used in) investment activities 9,941 (2,537 )
Cash flows from financing activities
Proceeds from the exercise of Cellectis stock options 13 11,818
Proceeds from the exercise of Calyxt stock options 13 227
Increase in share capital Cellectis 15 46,924
Increase in share capital Calyxt 13 11,342
Costs incurred related to Calyxt s follow-on offering 13 (948 )
Increase in borrowings 10 5,969
Interest paid on financial debt (178 )
Payments on lease debts 10 (6,339 ) (5,878 )
Net cash flows provided by (used in) financing activities 52,630 10,307
(Decrease) increase in cash and cash equivalents 9,518 (52,411 )
Cash and cash equivalents at the beginning of the year 241,148 185,636
Effect of exchange rate changes on cash (2,439 ) (3,785 )
Cash and cash equivalents at the end of the period 9 248,226 129,440
The accompanying notes form an integral part of these unaudited condensed consolidated interim financial
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (UNAUDITED)
($ in thousands, except share data)
Share Capital Ordinary Shares Premiums related to share capital Currency translation adjustment Retained earnings (deficit) Income (Loss) Equity Total Shareholders Equity
Notes Number of shares Amount attributable to shareholders of Cellectis Non controlling interests
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 14 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
As of January 1, 2022 45,484,310 2,945 934,696 (18,021 ) (584,129 ) (114,197 ) 221,293 15,181 236,474
Net Loss (50,858 ) (50,858 ) (3,352 ) (54,211 )
Other comprehensive income (loss) (11,605 ) 1,218 (10,387 ) (373 ) (10,760 )
Total comprehensive income (loss) (11,605 ) 1,218 (50,858 ) (61,246 ) (3,725 ) (64,971 )
Allocation of prior period loss (114,197 ) 114,197
Issuance of Calyxt s common stock and exercise of Calyxt s pre-funded warrants (2) 1,402 1,402 1,331 2,733
Transaction with subsidiaries (4) 2,152 2,152 (2,152 )
Exercise of share warrants, employee warrants, stock-options and free-shares vesting Cellectis 13 26,500 1 (1 ) 0 0
Non-cash stock-based compensation expense 14 5,331 5,331 954 6,285
Other movements (3) (372,744 ) 372,744
As of June 30, 2022 45,510,810 2,946 567,284 (29,626 ) (320,812 ) (50,858 ) 168,933 11,588 180,522
The accompanying notes form an integral part of these unaudited condensed consolidated interim 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 HEAL platform, our gene-editing technologies to develop HSC product
candidates in genetic diseases.
As of June 30, 2022, Cellectis S.A. also owns 51.3% of the outstanding shares of common stock of
Calyxt, Inc., our plant-based synthetic biology subsidiary that leverages its proprietary PlantSpring technology platform to engineer plant metabolism to produce innovative, high-value, and sustainable materials and products for use in helping
customers meet their sustainability targets and financial goals. Calyxt s primary focus and commercialization strategy is on engineering synthetic biology solutions through its PlantSpring platform for manufacture using its proprietary and
differentiated BioFactory production system.
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.
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, 2022.
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 six months ended June 30, 2022.
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 six months of 2022, 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 predict.
Note 2. Accounting principles
2.1 Basis for preparation
The Interim Consolidated Financial Statements of Cellectis as of, and for the six-month period ended,
June 30, 2022 were approved by our Board of Directors on August 4, 2022.
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
six-month period ended June 30, 2022 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
six-month period ended June 30, 2022 have been prepared using the same accounting policies and methods as those applied for the year ended December 31, 2021, 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: Aug 4, 2022